What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-05-10 compared with 2023-03-30 · 715 added, 360 removed, 870 unchanged (55% of the section changed)

29 unchanged sentences

reduce, though not eliminate, this risk.

of December 31, 2022, management assessed the effectiveness of our internal control over financial reporting based on the criteria for

effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee

of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.

such evaluation, the Company’s management concluded that, during the period covered by this Report, internal controls and procedures

over were not effective.

This was due to deficiencies that existed in the design or operation of our internal controls over financial

reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

of December 31, 2023, management assessed the effectiveness of our internal control over financial reporting based on the criteria

for effective internal control over financial reporting established in Internal Control—Integrated Framework (ICIF-2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting

such assessments.

Based on such evaluation, the Company’s management concluded that, during the period covered by this Report,

internal controls and procedures over were not effective.

This was due to deficiencies that existed in the design or operation of

our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be

material weaknesses.

Material Weakness

7 unchanged sentences

a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control

over financial reporting as of December 31, 2022 based on criteria established in Internal Control—Integrated Framework issued

over financial reporting as of December 31, 2023 based on criteria established in in COSO Internal Control - Integrated Framework (ICIF-2013).

Remediation Initiatives

22 unchanged sentences

Executive Officer, President, Secretary, Treasurer, Director

Kok Wah (1) (6)

Kok Hoong (6)

2 unchanged sentences

Non-Executive Director

Hock Chye (4)

Financial Officer

of the Audit Committee.

Kumar A/L Kantilal H.

Financial Officer

Seah Kok Wah tendered resignation as Director and member of the Audit Committee , effective on December 13, 2023.

Tan See Meng was appointed as Executive Director, effective

on December 14, 2023.

Louis Ramesh Ruben tendered resignation as Independent Non-Executive D irector

and member of the Audit Committee, effective o n December 13, 2023.

Tan Hock Chye tendered resignation, serving a two-month notice period as the Chief Financial

Officer, effective o n November 1, 2023.

Prabodh Kumar A/L Kantilal H.

Sheth was appointed as Chief Financial Officer, effective

on December 14, 2023 took over from Mr.

Tan Hock Chye.

On May 8, 2024, Mr.

Prabodh Kumar A/L Kantilal H.

Sheth tendered resignation

as the Chief Financial Officer.

As of January 1, 2023, our Audit

Committee comprised three members:

Seah Kok Wah, Mr.

Louis Ramesh Ruben and Mr.

Cheah Kok Hoong.

On December 13, 2023, Mr.

Seah Kok Wah and Mr.

Louis Ramesh Ruben resigned as member of the Committee.

forth below is a brief description of the background and business experience of our executive officers and directors for the past five

Chee Seong – President, Chief Executive Officer, Secretary, Treasurer, Director

Chin Chee Seong – President, Chief Executive Officer, Secretary, Treasurer, Director

Chin Chee Seong achieved a Bachelor Degree with Honours in Electrical, Electronic and Communication Engineering from National University

4 unchanged sentences

Additionally, Mr.

Chin Chee Seong is also a National Vice President

of SME Association of Malaysia, National President of the Malaysia Cross Boarder E-Commerce Association and Deputy Chairman of the Financial

Chin is also a National Vice President of

SME Association of Malaysia, National President of the Malaysia Cross Boarder E-Commerce Association and Deputy Chairman of the Financial

and Capital Market Committee of the Chinese Chamber of Commerce & Industry of Kuala Lumpur & Selangor (KLSCCCI).

Chin Chee Seong served as a technical engineer/technical manager of Seniko Sdn.

Chin served as a technical engineer/technical manager of Seniko Sdn.

from 1985 to 1996.

is a third-party

maintenance company which provides maintenance services relating to technology, computer systems, hardware and software.

2000 he was the General Manager of Telekom Equipment Malaysia, a subsidiary of Telekom Malaysia Bhd.

is a third-party maintenance

company which provides maintenance services relating to technology, computer systems, hardware and software.

From 1996 to 2000 he was

the General Manager of Telekom Equipment Malaysia, a subsidiary of Telekom Malaysia Bhd.

From 2000 to 2006 Mr.

as Chief Executive Officer of JOC Technology, a full-service application service provider.

The Company’s services include virtual

domain hosting, virtual domain e-mail services, and on-line e-commerce services.

Chin served as Chief Executive

Officer of JOC Technology, a full-service application service provider.

The Company’s services include virtual domain hosting,

virtual domain e-mail services, and on-line e-commerce services.

2007 to present, Mr.

Chin Chee Seong has served as the Chief Executive Officer of Gonzo Rosso Malaysia, a wholly owned subsidiary of

Japan listed company, Gonzo Rosso K.K., which focused on the online gaming business, specifically operates online games and sells weapons

and items used in games.

Chin has served as the Chief Executive Officer of Gonzo Rosso Malaysia, a wholly owned subsidiary of Japan listed

company, Gonzo Rosso K.K., which focused on the online gaming business, specifically operates online games and sells weapons and items

used in games.

Additionally, from 2014 to 2016, he was a Non-Executive Director of Galasys Plc., a company that provides information

4 unchanged sentences

media, from August 14, 2009 to June 7, 2012.

Chin Chee Seong’s decades of experience in the ICT industry and his seven years of experience in Online Gaming Industry,

the board of Directors has determined to elect Mr.

Chin Chee Seong to the positions of Chief Executive Officer, President, Secretary,

Treasurer, and Director.

Kok Wah – Director

Chin’s decades of experience in the ICT industry and his seven years of experience in Online Gaming Industry, the board

of Directors has determined to elect Mr.

Chin to the positions of Chief Executive Officer, President, Secretary, Treasurer, and Director.

Seah Kok Wah – Director

Seah Kok Wah is the current Deputy Chairman of the National ICT Association of Malaysia (PIKOM) and Vice President of the Malaysia Cross

4 unchanged sentences

Science from California State University, United States of America, in 1996.

Seah Kok Wah began his career in Silicon Valley as a software applications developer for Software Publishing Corporation and Netscape

Communications Corporation, from 1994 to 1997.

Seah Kok Wah joined Sun Microsystem Inc., an American company that sold computers,

computer components, software, and information technology services and created the Java programming language, the Solaris operating system,

ZFS, the Network File System, and SPARC, from 1997 to 2003 and held the position of Sun Professional Services Business Operation &

Channels Management of Greater China.

Seah Kok Wah co-founded several companies including Bimbit.com Sdn.

in 2005, Afor Pte Ltd Singapore in 2002 which floated on the

Singapore Stock Exchange in 2008 and subsequently rebranded as “EpiCentre Holdings Ltd”.

Seah Kok Wah was also one of

the co-founders of Galasys PLC in 2010 that was floated on the London Stock Exchange in 2014.

Galasys PLC provides information technology

solutions and management services for the amusement industry as abovementioned.

He served as its Chief Executive Officer and Executive

Director from 2014 to 2017.

Seah began his career in Silicon Valley as a software applications developer for Software Publishing Corporation and Netscape Communications

Corporation, from 1994 to 1997.

Seah joined Sun Microsystem Inc., an American company that sold computers, computer components, software,

and information technology services and created the Java programming language, the Solaris operating system, ZFS, the Network File System,

and SPARC, from 1997 to 2003 and held the position of Sun Professional Services Business Operation & Channels Management of Greater

Seah co-founded several companies including Bimbit.com Sdn.

in 2005, Afor Pte Ltd Singapore in 2002 which floated on the Singapore

Stock Exchange in 2008 and subsequently rebranded as “EpiCentre Holdings Ltd”.

Seah Kok Wah was also one of the co-founders

of Galasys PLC in 2010 that was floated on the London Stock Exchange in 2014.

Galasys PLC provides information technology solutions and

management services for the amusement industry as abovementioned.

He served as its Chief Executive Officer and Executive Director from

2014 to 2017.

Additionally, he has served as Chairman of SCCW Holdings Sdn.

in 2018 until now.

Seah Kok Wah’s corporate management and strategy experience in the information and computer technology industry has led the Board

of Directors to reach the conclusion that he should serve as the Chief Investment Officer and Director of the Company.

Seah’s corporate management and strategy experience in the information and computer technology industry has led the Board of Directors

to reach the conclusion that he should serve as the Chief Investment Officer and Director of the Company.

October 31, 2022, Mr.

Seah Kok Wah resigned as Chief Investment Officer of the Company.

Seah resigned as Chief Investment Officer of the Company and subsequently on December 13, 2023, he resigned as

Director of the Company.

Tan See Meng – Director

Tan See Meng is the Chief Financial Officer of Edubest Resources Sdn Bhd and Just Supply Chain Sdn Bhd.

Tan is a Chartered Accountant of the Malaysian Institute of Accountants (MIA), a fellow member of Association of Chartered Certified

Accountants (FCCA).

Tan has more than 20 years of experience in accounting and finance field.

He has hands on experience in several corporate exercises such

as restructuring exercise, due diligence, merger and acquisitions.

During his employment with Edubest Resources Sdn Bhd, he managed the

operations in Malaysia with adoption of transfer pricing and the application of tax export incentives, resulting in impressive effective

tax rates between 5% to 8% during 2011 to 2013.

On December 14, 2023, Mr.

appointed as Executive Director of the Company .

Cheah Kok Hoong – Independent Non-Executive Director

Cheah, aged 56, is a former Group Chief Executive Director of Hitachi Sunway Information System, better known as Hitachi Sunway, that

Cheah Kok Hoong is a former Group Chief Executive Director of Hitachi Sunway Information System, better known as Hitachi Sunway, that

thrived in providing ICT and digital solutions and services in ASEAN.

34 unchanged sentences

Louis Ramesh Ruben – Independent Non-Executive Director

Louis, age 45, is a Chartered Accountant of the Malaysian Institute of Accountants (MIA), a fellow member of Association of Chartered

Certified Accountants (FCCA), a chartered member of the Institute of Internal Auditors, as well as a Certified Financial Planner.

Louis has over 20 years of experience in accounting, auditing and risk management ranging from large public listed companies to multinational

corporations, government agencies as well as SME’s in a spectrum of industries including plantation, property development, manufacturing,

trading, IT, shipping, retailing, etc.

Louis is a Chartered Accountant of the Malaysian Institute of Accountants (MIA), a fellow member of Association of Chartered Certified

Accountants (FCCA), a chartered member of the Institute of Internal Auditors, as well as a Certified Financial Planner.

over 20 years of experience in accounting, auditing and risk management ranging from large public listed companies to multinational corporations,

government agencies as well as SME’s in a spectrum of industries including plantation, property development, manufacturing, trading,

IT, shipping, retailing, etc.

He started his career at Arthur Andersen, and subsequently moved to BDO.

He also has experience

in corporate finance with Southern Investment Bank Berhad.

Louis has hands-on experience on other corporate exercises such as due

diligence, IPO’s, issuance of bonds, corporate & debt restructuring and investigative audit.

His training and advisory experience

includes topics on Internal & Statutory Auditing, Public Sector/Government Audits, Value-for-Money Audits, ISQC 1, Risk Management

& Internal Controls, Review and Assurance Engagements such as Financial Due Diligence, Forecasts & Projections, Forensic &

Fraud Accounting/Auditing, as well as practical application of International Financial Reporting Standards (“IFRS”), Reporting

Standards for SMEs (MPERS/PERS) and public sector accounting (MPSAS).

He has facilitated training and provided advisory for public accountants

across Asia Pacific, multinationals and public sector institutions.

Louis is a certified trainer by the Human Resource Development

Fund (HRDF), Ministry of Human Resources Malaysia.

He also has experience in corporate

finance with Southern Investment Bank Berhad.

Louis has hands-on experience on other corporate exercises such as due diligence, IPO’s,

issuance of bonds, corporate & debt restructuring and investigative audit.

His training and advisory experience includes topics on

Internal & Statutory Auditing, Public Sector/Government Audits, Value-for-Money Audits, ISQC 1, Risk Management & Internal Controls,

Review and Assurance Engagements such as Financial Due Diligence, Forecasts & Projections, Forensic & Fraud Accounting/Auditing,

as well as practical application of International Financial Reporting Standards (“IFRS”), Reporting Standards for SMEs (MPERS/PERS)

and public sector accounting (MPSAS).

He has facilitated training and provided advisory for public accountants across Asia Pacific, multinationals

and public sector institutions.

Louis is a certified trainer by the Human Resource Development Fund (HRDF), Ministry of Human Resources

Louis graduated from National University of Malaysia with a bachelor’s degree in Accounting.

1 unchanged sentence

of Strathclyde, United Kingdom, graduated with a distinction in 2012 and a doctorate from University of Malaya in 2021.

December 13, 2023, Mr.

Louis resigned as an Independent Non-Executive Director of the Company.

Tan Hock Chye – Chief Financial Officer

Tan, age 63, is the National Deputy Treasurer of the SME Association of Malaysia as well as the National Treasurer and Council Member

Tan Hock Chye is the National Deputy Treasurer of the SME Association of Malaysia as well as the National Treasurer and Council Member

of Malaysia Cross Border E-Commerce Association.

16 unchanged sentences

as Management Accountant and Chief Accountant from 1982 to 1985.

November 1, 2023, Mr.

Tan tendered his resignation, serving a two-month notice period as the Chief

Financial Officer of the Company.

Prabodh Kumar A/L Kantilal H.

Sheth – Chief Financial Officer

Sheth is the current Chief Executive Officer of ICEE International Sdn.

and Chief Operations Officer of Cognitive Digital Sdn.

With a solid educational foundation in accounting, he is a Certified Public Accountant (AICPA) from the USA, and was a finance and computer

auditor with Arthur Andersen.

His subsequent 12 years in software development uniquely positioned him with a deep understanding of merging

business processes with software solutions, as well as an appreciation for engineering technologies supporting delivery operations, and

web and client-facing applications.

On December 14, 2023, Mr.

appointed as Chief Financial Officer of the Company, took over the role from Mr.

Tan Hock Chye.

in Certain Legal Proceedings

27 unchanged sentences

has disciplinary authority over its members or persons associated with a member.

Company has two independent non-executive directors as members of our Board of Directors, the Company does not anticipate having additional

independent Directors until such time as we are required to do so.

Company currently has an independent non-executive director as member of our Board of Directors.

board of directors has established an Audit Committee and adopted written charters for the committee.

1 unchanged sentence

on our website and our board of directors may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee is currently comprised of our director Mr.

Audit Committee comprised of our director Mr.

Seah Kok Wah and our two independent non-executive directors:

Ruben and Mr.

Louis Ramesh Ruben and

Cheah Kok Hoong.

Louis is Chair of the Audit Committee and he qualifies as the Audit Committee financial expert as

defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act.

to its charter, the Audit Committee consists of at least three Board members and such members shall constitute at least a majority of

Louis is Chair of the Audit Committee and he qualifies as the Audit Committee financial expert as defined in

Item 407(d)(5) of Regulation S-K promulgated under the Securities Act.

December 13, 2023, Mr.

Seah Kok Wah tendered resignation as Director and member of the Audit

Louis tendered resignation as independent non-executive d irector

and member of the Audit Committee, effective o n December 13, 2023.

to the Audit Committee Charter, the Audit Committee consists of at least three Board members and such members shall constitute at least a majority of

the Company’s independent non-executive directors.

35 unchanged sentences

following table sets forth information concerning the compensation of our principal executive officer

principal investment officer and principal financial officer who served at the end of the year December 31, 2022, for services

rendered in all capacities to us.

and principal financial officer who served at the end of the year December 31, 2023, for services rendered in all capacities to

Compensation Table:

and Principal Position

Incentive Plan Compensation ($)

Deferred Compensation Earnings ($)

Other Compensation ($)

Chin Chee Seong,

Chief Executive

Officer, President, Secretary, Treasurer, Director

Non-Equity Incentive Plan Compensation ($)

Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Chin Chee Seong, Chief Executive Officer, President, Secretary, Treasurer, Director

For the year ended December 31, 2023

For the year ended December 31, 2022

Seah Kok Wah,

Chief Investment Officer

(1), Director

Seah Kok Wah, Chief Investment Officer, Director (1)

For the year ended December 31, 2023

For the year ended December 31, 2022

Tan Hock Chye

Chief Financial Officer

Tan See Meng, Director (2)

For the year ended December 31, 2023

For the year ended December 31, 2022

Tan Hock Chye, Chief Financial Officer (3)

For the year ended December 31, 2023

For the year ended December 31, 2022

Prabodh Kumar A/L Kantilal H.

Sheth, Chief Financial Officer (4)

For the year ended December 31, 2023

For the year ended December 31, 2022

October 31, 2022, Mr.

Seah Kok Wah resigned as Chief Investment Officer of the Company.

On December 13, 2023, Mr.

Seah resigned as

Director of the Company.

December 14, 2023, Mr.

Tan See Meng was appointed

as Executive Director of the Company.

As compensation for services as an Executive Director,

Tan shall receive a monthly fee of $500 in cash payable monthly, commencing on January 2, 2024

November 1, 2023, Mr.

Tan Hock Chye tendered his resignation, serving a two-month notice period

as the Chief Financial Officer of the Company.

December 14, 2023, Mr.

Prabodh Kumar A/L Kantilal H.

appointed as Chief Financial Officer of the Company.

As compensation for services as a Chief Financial Officer, Mr.

Sheth shall receive

a monthly fee of $1,250 in cash payable monthly, commencing on January 2, 2024.

Disclosure to Summary Compensation Table

10 unchanged sentences

have not granted any stock options to our executive officers since our incorporation.

Chief Executive Officer, Chin Chee Seong, and our Chief Investment Officer, Seah Kok Wah, signed employment agreement on April 01, 2021

while our Chief Financial Officer, Tan Hock Chye, signed employment agreement on July 01, 2021.

On October 31, 2022, Mr.

resigned as Chief Investment Officer of the Company.

Chief Executive Officer, Chin Chee Seong, signed employment agreement on April 01, 2021 while our Chief Financial Officer, Tan Hock Chye,

signed employment agreement on July 01, 2021.

On November 1, 2023, Mr.

Tan Hock Chye tendered

his resignation, serving a two-month notice period as the Chief Financial Officer of the Company.

Taking over the role from Mr.

Prabodh Kumar A/L Kantilal H.

Sheth was appointed as Chief Financial Officer and signed employment agreement with our Company

on December 14, 2023.

On May 8, 2024, Mr.

Prabodh Kumar

A/L Kantilal H.

Sheth tendered resignation as the Chief Financial Officer.

Discussion and Analysis

1 unchanged sentence

Ramesh Ruben for $500 and Mr.

Cheah Kok Hoong for $500.

All the independent non-executive directors are also the members of audit committee.

Cheah Kok Hoong for $500 and monthly compensation of $500 to our non-executive director, Mr.

Seah Kok Wah.

All the non-executive directors are also the members of audit committee.

On December 13, 2023, Mr.

Louis and Mr.

Seah respectively resigned

as independent non-executive director and non-executive director of the Company.

Compensation Philosophy

24 unchanged sentences

Name and Address of Beneficial Owner

Shares of Common Stock Beneficially Owned

Common Stock Voting Percentage Beneficially Owned

Total Voting Percentage Beneficially Owned

Executive Officers and Directors

2 unchanged sentences

Seah Kok Wah,

Non-Executive Director 1

Tan See Meng ,

Cheah Kok Hoong

4 unchanged sentences

Chief Financial Officer 4

Prabodh Kumar A/L Kantilal H.

Chief Financial Officer 5

All of executive officers and director as a group

2 unchanged sentences

STVC Talent Sdn Bhd 7

Greenpro Asia Strategic SPC- Greenpro Asia Strategic Fund SP is owned and controlled by GC Investment Management Limited.

December 13, 2023, Mr.

Seah Kok Wah tendered his resignation

as a Non-Executive Director.

December 14, 2023, Mr.

Tan See Meng was appointed as Executive Director of the Board of Director.

December 13, 2023, Mr.

Louis Ramesh Ruben tendered

his resignation as an Independent Non-Executive Director .

November 1, 2023, Mr.

Tan Hock Chye tendered his resignation,

serving a two-month notice period as the Chief Financial Officer of the Company.

December 14, 2023, Mr.

Prabodh Kumar A/L Kantilal H.

appointed as Chief Financial Officer of the Company.

Asia Strategic SPC- Greenpro Asia Strategic Fund SP is owned and controlled by GC Investment Management Limited.

Wang Sze Yao @ Wang Ming Way is the sole officer, director and controlling shareholder of STVC Talent Sdn.

28 unchanged sentences

Seah resigned as Chief Investment Officer of the Company.

13, 2023, Mr.

Seah Kok Wah tendered his resignation as a Non-Executive Director

of the Company.

May 2, 2018, we, “the Company” acquired 100% of the equity interests in SEATech Ventures Corp (herein referred as the “Malaysia

16 unchanged sentences

by GC Investment Management Limited.

August 27, 2018, the Company issued 10,000,000 shares of restricted common stock to STVC Talent Sdn Bhd, with a par value of $0.0001

August 27, 2018, the Company issued 10,000,000 shares of restricted common stock to STVC Talent Sdn.

Bhd., with a par value of $0.0001

per share, for additional working capital of $1,000.

12 unchanged sentences

of providing corporate development advisory services to ICT and technology-based companies.

the year ended December 31, 2022, the Company paid $18,242 to Asia UBS Global Limited for professional services and $366,300 to Greenpro

Financial Consulting Limited for the cost of providing corporate development advisory services to ICT and technology-based companies.

PARTY TRANSACTIONS

the year ended December 31, 2022 and 2021 the Company has following transactions with related parties:

For the year ended December 31, 2022, the Company

incurred $17,150 payable to Asia UBS Global Limited and $1,092 payable to GreenPro Resources Sdn.

for professional services.

Company also incurred $352,000 to GreenPro Financial Consulting Limited, $8,000 to Asia UBS Global Limited and $6,300 to GreenPro Newfin

for the cost of providing corporate development advisory services to ICT and technology-based companies.

the year ended December 31, 2023, the Company incurred $20,730 payable to Asia UBS Global Limited for professional services and $251,700

to GreenPro Financial Consulting Limited for the cost of providing corporate development advisory services to ICT and technology-based

PARTY BALANCES AND TRANSACTIONS

Accounts receivable from related parties (Refer Note 4):

December 31, 2023

December 31, 2022

Accounts receivable, net

- catTHIS Holdings Corp.

1 (net of allowance of $ 115,000 as of December 31, 2023)

- JOCOM Holdings Corp.

- Celmonze Wellness Corporation 2

above related party receivables are trade in nature and subject to normal trade terms.

Account payable due to related parties (Refer Note 7):

December 31, 2023

December 31, 2022

Account payable:

- GreenPro Financial Consulting Limited 4

above related party account payable is trade in nature and subject to normal trade terms.

Other payables due to related parties (Refer Note 8):

Chin Chee Seong (Director and Executive Officer)

Tan Hock Chye (Executive Officer)

Louis Ramesh Ruben (Director)

Cheah Kok Hoong (Director)

Seah Kok Wah (Director)

- Asia UBS Global Limited 3

above other payables to directors and executive officers represent salary and director fees payable.

above other payable to Asia UBS Global Limited represent payables due for professional fees.

Investment in related parties:

December 31, 2023

December 31, 2022

AsiaFIN Holdings Corp 1

Angkasa-X Holdings Corp.

JOCOM Holdings Corp.

catTHIS Holdings Corp.

Celmonze Wellness Corporation 2

the years ended December 31, 2023 and 2022, the Company has following transactions with related parties:

For the year ended

2 unchanged sentences

December 31, 2022

Included in Revenue are the following sales to related parties:

- GreenPro Financial Consulting Limited 4

- AsiaFIN Holdings Corp.

- JOCOM Holdings Corp.

- catTHIS Holdings Corp.

-Celmonze Wellness Corporation 2

- GreenPro Venture Capital Limited 5

Included in Cost of revenue is the following costs incurred from a related party:

- GreenPro Financial Consulting Limited 4

-Asia UBS Global Limited 3

- GreenPro Newfin Academy Sdn.

Included in General and administrative are the following expenses to related parties:

Executives’ compensation:

Chin Chee Seong (Director and Executive Officer)

Tan Hock Chye (Executive Officer)

Seah Kok Wah (Chief Investment Officer)

Non-executive Directors’ compensation:

Louis Ramesh Ruben

Cheah Kok Hoong

Company secretary fees:

- Related party A

-Asia UBS Global Limited 3

-GreenPro Resources Sdn.

Professional fees:

- Related party A

- Related party B

- Related party C

- Related party D

- Related party E

Cost of Sales

- Related party A

related party A, through its wholly owned subsidiaries is a 34.06% shareholder of the Company.

party B represents company where the Company owns 13.64% interest in the company.

party C represents company where the Company owns 14.76% interest in the company.

party D represents company where the Company owns 14.99% interest in the company.

Related party E represents one of the corporate shareholders, owns 2.46% interest in the Company.

- Asia UBS Global Limited 3

of December 31, 2023, the Company owns 12,26%, 5.68%, 14,76% and 14.99% of interest in AsiaFIN Holdings Corp., Angkasa-X Holdings Corp.,

JOCOM Holdings Corp.

and catTHIS Holdings Corp.

respectively.

of December 31, 2023, the Company invested USD 650 in Celmonze Wellness Corporation during the private placement stage.

the divestment occurred on February 6, 2024 due to the restructuring of Celmonze Wellness Corporation.

UBS Global Limited is a subsidiary of GreenPro Capital Corp.

GRNQ through its wholly owned subsidiaries, owns 27.55% shareholding

in the Company.

Financial Consulting Limited is a subsidiary of GreenPro Capital Corp.

GRNQ through its wholly owned subsidiaries, owns 27.55%

shareholding in the Company.

Venture Capital Limited is a subsidiary of GreenPro Capital Corp.

GRNQ through its wholly owned subsidiaries, owns 27.55% shareholding

in the Company.

major shareholder of GreenPro Newfin Academy Sdn.

is a shareholder of GreenPro Capital Corp.

GRNQ through its wholly owned

subsidiaries, owns 27.55% shareholding in the Company.

Resources Sdn.

is a subsidiary of GreenPro Capital Corp.

GRNQ through its wholly owned subsidiaries, owns 27.55% shareholding

in the Company.

Approval and Ratification of Related Party Transactions

27 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Stockholders’ Equity

Statements of Stockholders’ (Deficit) Equity

Consolidated Statements of Cash Flows

2 unchanged sentences

Articles of Incorporation**

13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer*

1350 Certification of principal executive officer*

Section 1350 Certification of principal executive officer*

Section 1350 Certification of principal financial officer*

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (embedded within the Inline XBRL document)

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

Filed herewith.

5 unchanged sentences

of Registrant)

March 30, 2023

CHIN CHEE SEONG

1 unchanged sentence

Director, Secretary and Treasurer

March 30, 2023

TAN HOCK CHYE

Financial Officer

TO FINANCIAL STATEMENTS

2 unchanged sentences

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Changes in Stockholders’ Equity

Statements of Changes in Stockholders’ (Deficit) Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

ASSOCIATE PLT

(LLP0033395-LCA) & AF002380

with PCAOB and MIA)

Megan Avenue II

Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia

+603-4813 9469

info@jns-associate.com

jns-associate.com

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

SEATECH VENTURES CORP.

Opinion on the Financial Statement

have audited the accompanying consolidated balance sheet of SEATech Ventures Corp.

and its subsidiaries (the ‘Company’) as

of December 31, 2023, and the related consolidated statement of operations and comprehensive loss, consolidated statement of changes

in stockholders’ (deficit) equity, and consolidated statement of cash flows for the year ended December 31, 2023, and the related

notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash

flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s

Ability to Continue as a Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 2, the Company incurred a net loss of $302,829, suffered an accumulated deficit of $896,909 and negative operating cash flow

of $124,661 as of December 31, 2023.

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

These financial statements do not include any adjustments that that may be necessary to reflect the effects on the recoverability and

classification of assets and additional liabilities that may arise if the Company is not able to continue as a going concern.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express

an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform

the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose

of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express

no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements,

whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis,

evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current year audit of the financial statements that were communicated

or are required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements, and (2) involved especially challenging, subjective, or complex judgements.

We determined that there are no critical audit

/s/ J&S ASSOCIATE PLT

Certified Public Accountants

We have served as the Company’s auditor since 202 4.

Lumpur, Malaysia

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

Ventures Corp.

4 unchanged sentences

(the ‘Company’) as of December 31, 2022,

and 2021, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows

for the each of two years in the year ended of December 31, 2022 and 2021, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the

Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of two years in the year ended

December 31, 2022 and 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the year

ended of December 31, 2022, and the related notes (collectively referred to as the “financial statements”).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and

the results of its operations and its cash flows for each of two years in the year ended December 31, 2022, in conformity with accounting

principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well

as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis

for our opinion.

The financial statements have been prepared assuming

that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the Company had incurred a net

loss of $94,157 during the year, had an accumulated deficit of $594,080 and negative operating cash flows of $59,529 as of December 31,

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that

our audits provide a reasonable basis for our opinion.

financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial

statements, the Company had incurred a net loss of $94,157 during the year, had an accumulated deficit of $594,080 and negative operating

cash flows of $59,529 as of December 31, 2022.

These factors raise substantial doubt about its ability to continue as a going concern.

Management’s plans regarding those

matters also are described in Note 2.

The financial statements do not include any adjustments that might result from the outcome of this

Management’s plans regarding those matters also are described in Note 2.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

Audit Matters

16 unchanged sentences

CURRENT ASSETS

Account receivable

Accounts receivable, net

Deposits paid, prepayments and other receivables

Amount due from a related party

Amount due from corporate shareholder of a subsidiary

Cash and cash equivalents

3 unchanged sentences

Total non-current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

CURRENT LIABILITIES

2 unchanged sentences

Amount due to a corporate shareholder

Share subscription received in advance

Total current liabilities

TOTAL LIABILITIES

STOCKHOLDERS’ EQUITY

STOCKHOLDERS’ (DEFICIT) EQUITY

Preferred shares, $ 0.0001 par value;

7 unchanged sentences

$ ( 594,080 )

TOTAL SEATECH VENTURES CORP.

STOCKHOLDERS’ EQUITY

NON-CONTROLLING INTEREST

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY

$ ( 227,986 )

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

accompanying notes to consolidated financial statements.

1 unchanged sentence

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

YEARS ENDED DECEMBER 31, 2022 AND 2021

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

expressed in United States Dollars (“US$”), except for number of shares)

11 unchanged sentences

Foreign exchange translation loss

COMPREHENSIVE LOSS

TOTAL COMPREHENSIVE LOSS

$ ( 302,872 )

NET LOSS ATTRIBUTABLE TO:

Non-controlling interests

NET LOSS FOR THE YEAR

OTHER COMPREHENSIVE LOSS ATTRIBUTABLE TO:

Non-controlling interests

OTHER COMPREHENSIVE LOSS FOR THE YEAR

Net loss per share- Basic and diluted

Net loss per share- Basic and diluted (cent)

Weighted average number of common shares outstanding - Basic and diluted

1 unchanged sentence

VENTURES CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

YEARS ENDED DECEMBER 31, 2022 AND 2021

STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

expressed in United States Dollars (“US$”), except for number of shares)

COMPREHENSIVE

Number of Shares

PAID-IN CAPITAL

COMPREHENSIVE

as of December 31, 2020

CONTROLLING INTEREST

Balance as of December 31, 2021

$ ( 499,923 )

spinoff adjustment resulted from a stock distribution by a corporate shareholder

of a subsidiary

exchange translation loss

as of December 31, 2021

Step acquisition

Foreign exchange translation loss

Balance as of December 31, 2022

$ ( 594,080 )

exchange translation loss

as of December 31, 2022

Issuance of shares for acquisition of Just Supply Chain Limited on October

Foreign exchange translation loss

Balance as of December 31, 2023

$ ( 896,909 )

$ ( 227,986 )

$ ( 896,909 )

$ ( 227,986 )

accompanying notes to consolidated financial statements

1 unchanged sentence

STATEMENT OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2022 AND 2021

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

expressed in United States Dollars (“US$”))

1 unchanged sentence

December 31, 2023

the year ended

For the year ended

December 31, 2022

2 unchanged sentences

Adjustments to reconcile net loss to net cash used in operating activities:

Allowance for expected credit loss

Changes in operating assets and liabilities:

1 unchanged sentence

Account payable

Amount due from corporate shareholder of a subsidiary

Amount due from a related company

Deposits paid, prepayments and other receivables

5 unchanged sentences

Refund of investment in other companies

Net cash provided by / (used in) investing activities

Net cash (used in) / provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from subscription shares of non-controlling interest

Advances from director

Share subscription received in advance

Net cash provided by financing activities

29 unchanged sentences

Chin Chee Seong, with consideration

October 13, 2023, the Company issued 21,831,660 shares of its restricted common stock

at $ 0.80 per share to the shareholders of Just Supply Chain Limited (“JSCL”), for acquisition

of one hundred percent ( 100 %) of the equity of JSCL.

As of the date of this filing, the acquisition has been cancelled due

to factors that came to light on the valuation of the entity.

of the Company’s subsidiaries:

SCHEDULE OF COMPANY SUBSIDIARIES

and date of incorporation

of issued capital

of ownership interest and voting power held

Ventures Corp.

Place and date of

incorporation

Particulars of

issued capital

Principal activities

Proportional of

SEATech Ventures Corp.

Labuan / March 12, 2018

shares of US$1 each

Ventures (HK) Limited

100 ordinary shares of US$1 each

Investment holding

SEATech Ventures (HK) Limited

Hong Kong / January 30, 2018

1 ordinary share of HK$1

mentoring, nurturing and incubation, and corporate development advisory services

Business mentoring, nurturing and incubation, and corporate development advisory services

SEATech CVC Sdn.

SEATech Bigorange CVC Sdn.

Malaysia / October 04, 2021

20,000 ordinary shares

Ventures Sdn.

20,000 ordinary shares of MYR1 each

Dormant company

SEATech Ventures Sdn.

Malaysia / May 27, 2021

1 ordinary share of MYR1

of corporate advisory services

SEATECH VENTURES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(Currency expressed in United States Dollars (“US$”), except for number of shares)

1 ordinary share of MYR1 each

Provision of corporate advisory services

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

expressed in United States Dollars (“US$”), except for number of shares)

Ventures Corp.

is a company providing business mentoring services, nurturing and incubation services relating to client businesses and

55 unchanged sentences

Gains and losses on these securities are recognized in other income and expenses.

31, 2022, the Company had four investments in equity securities with carrying value of $ 5,065 .

31, 2023, the Company had five investments in equity securities with carrying value of $ 5,715 .

At December 31, 2022, the Company had

five investments in equity securities with carrying value of $ 5,265 (see Note 6).

Accounts receivable

Accounts receivable are recorded at the invoiced amount

less an allowance for any uncollectible accounts.

Management reviews the adequacy of the allowance for doubtful accounts on an ongoing

basis, using historical collection trends and aging of receivables.

Management also periodically evaluates individual customer’s

financial condition, credit history and the current economic conditions to make an adjustment to the allowance when it is considered necessary.

Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery

is considered remote.

four investments in equity securities with carrying value of $ 5,065 (see Note 6).

receivable are recorded at the invoiced amount less an allowance for any uncollectible accounts.

Management reviews the adequacy of the

allowance for doubtful accounts on an ongoing basis, using historical collection trends and aging of receivables.

Management also periodically

evaluates individual customer’s financial condition, credit history and the current economic conditions to make an adjustment to

the allowance when it is considered necessary.

Account balances are charged off against the allowance after all means of collection have

been exhausted and the potential for recovery is considered remote.

and cash equivalents

20 unchanged sentences

cash flow of $ 124,661 .

These factors raise substantial doubt about the Company’s ability to continue as a going concern within one

year of the date that the financial statements are issued.

The financial statements do not include any adjustments that might be necessary

if the Company is unable to continue as a going concern.

These factors raise substantial doubt about the Company’s ability to continue as a going concern within

one year of the date that the financial statements are issued.

The financial statements do not include any adjustments that might be

necessary if the Company is unable to continue as a going concern.

Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support

from its Chief Executive Officer cum shareholder.

Management believes the existing shareholders or external financing will provide the additional cash to

meet the Company’s obligations as they become due.

No assurance can be given that any future financing, if needed, will be available

or, if available, that it will be on terms that are satisfactory to the Company.

Even if the Company is able to obtain additional financing,

if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its

stockholders, in the case of equity financing.

Management believes the existing shareholders or external financing will provide the

additional cash to meet the Company’s obligations as they become due.

No assurance can be given that any future financing, if needed,

will be available or, if available, that it will be on terms that are satisfactory to the Company.

Even if the Company is able to obtain

additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial

dilution for its stockholders, in the case of equity financing.

VENTURES CORP.

55 unchanged sentences

that prioritizes the inputs used in measuring fair value as follows:

Observable inputs such as quoted prices in active markets;

Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly;

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Observable inputs

such as quoted prices in active markets;

Inputs, other

than the quoted prices in active markets, that are observable either directly or indirectly;

Unobservable inputs

in which there is little or no market data, which require the reporting entity to develop its own assumptions.

adopted Accounting Standards

June 2016, the FASB issued Accounting Standards Update No.

2016-13, Financial Instruments – Credit Losses (Topics 326):

of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses

on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology.

In November 2019, the FASB issued

ASU 2019-10 highlighted the adoption timeline.

For smaller reporting entities, Topic 326 is effective for annual periods beginning after

December 15, 2022, including interim period within those fiscal years, of which is effective for the Company on January 1, 2023.

loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable

Based on the aging categorization and the adjusted loss per category, an allowance for credit losses is calculated by multiplying

the adjusted loss rate with the amortized cost in the respective age category.

accounting pronouncements

1 unchanged sentence

any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No.

2016-13, Financial Instruments—Credit Losses (Topic

Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement

of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology.

The amendments

in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification.

The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option

for certain financial assets previously measured at amortized cost basis.

For those entities, the targeted transition relief will increase

comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets.

Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13

while still providing financial statement users with decision-useful information.

In November 2019, the FASB issued ASU No.

which to update the effective date of ASU No.

2016-13 for private companies, not-for-profit organizations and certain smaller reporting

companies applying for credit losses, leases, and hedging standard.

The new effective date for these preparers is for fiscal years beginning

after December 15, 2022.

ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning January 1, 2023

as the Company is qualified as a smaller reporting company.

The Company is currently evaluating the impact ASU 2019-05 may have on its

consolidated financial statements.

VENTURES CORP.

29 unchanged sentences

Offering (IPO) to 70 non-US residents.

On October 13,

2023, the Company issued 21,831,660 shares of its restricted common stock at $ 0.80

per share to 8 shareholders of Just Supply Chain Limited (“JSCL”), for acquisition of one hundred percent ( 100 %) of the equity

As of the date of this filing, the acquisition on July 12, 2023 has been cancelled due to factors that came to light

on the valuation of the entity

of December 31, 2023, SEATech Ventures Corp.

has an issued and outstanding common share of 114,351,503 .

ACCOUNTS RECEIVABLE

SCHEDULE OF ACCOUNT RECEIVABLE

December 31, 2023

December 31, 2022

Accounts receivable, gross

Allowance for expected credit loss

Accounts receivable, net

movement in the allowance for expected credit loss for the years ended December 31, 2023 and December 31, 2022 were as follows:

OF ALLOWANCE FOR EXPECTED CREDIT LOSSES

December 31, 2023

December 31, 2022

Balance at beginning of the year

Additions of allowance

Balance at end of the year

accounts receivable represents receivable amount from companies where the Company owns equity interest, which are trade in nature and

subject to normal trade term.

VENTURES CORP.

2 unchanged sentences

expressed in United States Dollars (“US$”), except for number of shares)

ACCOUNT RECEIVABLE

OF ACCOUNT RECEIVABLE

DEPOSITS PAID, PREPAYMENTS AND OTHER RECEIVABLES

paid, prepayments and other receivables consisted of the following as of December 31, 2023 and December 31, 2022:

OF DEPOSITS PAID, PREPAYMENTS AND OTHER RECEIVABLES

December 31, 2023

December 31, 2022

Account receivable

Total account receivable

The account receivable represents receivable amount

from a company where the Company owns 14.76 % interest, which is trade in nature and subject to normal trade term.

AMOUNT DUE FROM A RELATED PARTY

amount due is unsecured, interest free and has no fixed terms of repayment.

AMOUNT DUE FROM CORPORATE SHAREHOLDER OF A SUBSIDIARY

amount due is unsecured, interest free and has no fixed terms of repayment.

Deposits paid

Other receivables

Total deposits paid, prepayments and other receivables

INVESTMENT IN OTHER COMPANIES

3 unchanged sentences

AsiaFIN Holdings Corp 1

Pentaip Technology Inc.

Angkasa-X Holdings Corp .2

1 unchanged sentence

catTHIS Holdings Corp.

Celmonze Wellness Corporation 5

Total investment in other companies

1 On December 24,

2019, the Company has invested in AsiaFIN Holdings Corp.

December 24, 2019, the Company has invested in AsiaFIN Holdings Corp.

during the private placement stage.

AsiaFIN Holdings Corp.

is a company providing

business technology solutions to its clients.

is a company providing business technology solutions to its clients.

SEATech Ventures Corp.

also provides corporate development, mentoring, and incubation service

to AsiaFIN Holdings Corp.

also provides corporate development,

mentoring, and incubation service to AsiaFIN Holdings Corp.

The investment in AsiaFIN Holdings Corp.

is a strategic investment of the Company and the Company’s efforts

on nurturing and providing collaborating and networking opportunities to ICT entrepreneurs across Asia.

The investment is also aligning

with the Company’s focus on the ICT industry.

As of December 31, 2022, the Company acquired 13.64 % interest in AsiaFIN Holdings

2 On January 11,

2021, the Company has invested in Pentaip Technology Inc.

during the private placement stage.

Pentaip Technology Inc.

is a company providing

wealth management services with integration of Artificial Intelligence (AI) by using mathematical algorithms to make investment decisions

with no human supervision.

SEATech Ventures Corp.

also provides corporate development, mentoring, and incubation services to Pentaip

Technology Inc.

The investment in Pentaip Technology Inc.

is a strategic investment of the Company.

Subsequently on January 7, 2022,

the Company withdrew its investment in Pentaip Technology Inc.

and the fund invested was being refunded to the Company.

3 On February 5,

2021, the Company has invested in Angkasa-X Holdings Corp.

is a strategic investment of

the Company and the Company’s efforts on nurturing and providing collaborating and networking opportunities to ICT entrepreneurs

The investment is also aligning with the Company’s focus on the ICT industry.

As of December 31, 2023, the Company

acquired 12.26 % interest in AsiaFIN Holdings Corp.

February 5, 2021, the Company has invested in Angkasa-X Holdings Corp.

during the private placement stage.

Angkasa-X Holdings Corp.

focuses on research and development and commercializes on intellectual property design for communication satellites.

SEATech Ventures

is a company focuses on research and development and commercializes on intellectual property design for communication satellites.

SEATech Ventures Corp.

also provides corporate development, mentoring, and incubation services to Angkasa-X Holdings Corp.

The investment in Angkasa-X

Holdings Corp.

The investment

in Angkasa-X Holdings Corp.

is a strategic investment of the Company.

As of December 31, 2022, the Company acquired 5.68 % interest in Angkasa-X Holdings

4 On June 1, 2021,

the Company has invested in JOCOM Holdings Corp.

As of December 31, 2023, the Company acquired 5.68 % interest

in Angkasa-X Holdings Corp.

June 1, 2021, the Company has invested in JOCOM Holdings Corp.

during the private placement stage.

JOCOM Holdings Corp.

is a company focuses on m-commerce

(Mobile commerce) platform specialized in online groceries and shopping.

focuses on m-commerce (Mobile commerce) platform specialized in online groceries and shopping.

SEATech Ventures Corp.

also provides corporate development,

mentoring, and incubation services to JOCOM Holdings Corp.

also provides

corporate development, mentoring, and incubation services to JOCOM Holdings Corp.

The investment in JOCOM Holdings Corp.

is a strategic investment of the Company.

is a strategic

investment of the Company.

As of December 31, 2023, the Company acquired 14.74 % interest in JOCOM Holdings Corp.

5 On August 30, 2021,

the Company has invested in catTHIS Holdings Corp.

August 30, 2021, the Company has invested in catTHIS Holdings Corp.

during the private placement stage.

catTHIS Holdings Corp.

is a company that providing

digital marketing service by using technologies such as mobile application known as “catTHIS App”.

catTHIS App serve as a

marketing tool which provides free digital catalog management platform that gives its users the ability to upload and share PDF catalogs

anywhere and from any device.

a company that providing digital marketing service by using technologies such as mobile application known as “catTHIS App”.

catTHIS App serve as a marketing tool which provides free digital catalog management platform that gives its users the ability to

upload and share PDF catalogs anywhere and from any device.

SEATech Ventures Corp.

also provides corporate development, mentoring, and incubation services to catTHIS

Holdings Corp.

also provides corporate development, mentoring,

and incubation services to catTHIS Holdings Corp.

The investment in catTHIS Holdings Corp.

is a strategic investment of the company.

As of December 31, 2022, the Company

acquired 14.99 % interest in catTHIS Holdings Corp.

As of December 31, 2023, the Company acquired 14.99 % interest in catTHIS Holdings Corp.

March 8, 2023, the Company has invested in Celmonze Wellness Corporation during the private placement stage.

Celmonze Wellness Corporation

is a company focuses on beauty and wellness services.

SEATech Ventures Corp.

also provides corporate development, mentoring, and

incubation services to Celmonze Wellness Corporation.

The investment in Celmonze Wellness Corporation is a strategic investment of

Subsequently on February 6, 2024, the Company withdrew its investment in Celmonze Wellness Corporation and the fund

invested was being refunded to the Company.

ACCOUNT PAYABLE

4 unchanged sentences

Total account payable

The account payable represents payable to a wholly

owned subsidiary of a corporate shareholder which is trade in nature and subject to normal trade term.

account payable represents payable to a wholly owned subsidiary of a corporate shareholder which is trade in nature and subject to normal

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

expressed in United States Dollars (“US$”), except for number of shares)

OTHER PAYABLES AND ACCRUED LIABILITIES

SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES

OF OTHER PAYABLES AND ACCRUED LIABILITIES

December 31, 2023

4 unchanged sentences

Total payables and accrued liabilities

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

expressed in United States Dollars (“US$”), except for number of shares)

1 Accrued professional fees consists of professional fees payable to Asia UBS Global Limited,

a related party of the Company.

2 Accrued expenses include compensation payable to our directors and officers, amounting to

$ 18,500 and $ 2,000 as of December 31, 2023 and 2022 respectively.

AMOUNT DUE TO A CORPORATE SHAREHOLDER

The amount due to a corporate shareholder represents amount payable for the refund of sponsorship for events concluded during the

financial year, which is unsecured,

interest free and payable on demand.

amount due to a corporate shareholder represents amount payable for the refund of sponsorship for events concluded during the financial

year, which is unsecured, interest free and payable on demand.

the year ended December 31, 2023 and year ended December 31, 2022, the local (United States) and foreign components of (loss) / profit

before income taxes were comprised of the following:

SCHEDULE OF (LOSS)/PROFIT BEFORE INCOME TAXES

OF (LOSS)/PROFIT BEFORE INCOME TAXES

For the year ended

3 unchanged sentences

Tax jurisdictions from:

$ ( 150,570 )

- Foreign, representing

2 unchanged sentences

provision for income taxes consisted of the following:

SCHEDULE OF PROVISION FOR INCOME TAXES

OF PROVISION FOR INCOME TAXES

For the year ended

29 unchanged sentences

expressed in United States Dollars (“US$”), except for number of shares)

NET LOSS PER SHARE

net loss per share is computed using the weighted average number of common shares outstanding during the year.

The following table sets

forth the computation of basic and diluted net loss per share for the years ended December 31, 2023 and 2022:

SCHEDULE OF COMPUTATION OF

BASIC AND DILUTED NET LOSS PER SHARE

Schedule of computation of net loss per share:

For the year ended

December 31, 2023

For the year ended

December 31, 2022

Net loss attributable to common shareholders

$ ( 302,872 )

Weighted average common shares outstanding – Basic and diluted

Net loss per share – Basic and diluted (cent)#

the year ended December 31, 2023 and 2022, diluted weighted-average common shares outstanding is equal to basic weighted-average

common shares, due to the Company’s net loss position.

Hence, no common stock equivalents were included in the computation of

diluted net loss per share since such inclusion would have been antidilutive.

COMMITMENTS AND CONTINGENCIES

of December 31, 2023 and 2022, the Company has no commitments or contingencies involved.

RELATED PARTY TRANSACTIONS

RELATED PARTY BALANCES AND TRANSACTIONS

OF RELATED PARTY BALANCES AND TRANSACTIONS

Accounts receivable from related parties (Refer Note 4):

December 31, 2023

December 31, 2022

Accounts receivable, net

- catTHIS Holdings Corp.

1 (net of allowance of $ 115,000 as of December 31, 2023)

- JOCOM Holdings Corp.

-Celmonze Wellness Corporation 2

Accounts receivable from related parties

above related party receivables are trade in nature and subject to normal trade terms.

Account payable due to related parties (Refer Note 7):

December 31, 2022

Account payable:

- GreenPro Financial Consulting Limited 4

Account payable

The above related party account payable is trade in nature and subject to normal trade terms.

Other payables due to related parties (Refer Note 8):

Chin Chee Seong (Director and Executive Officer)

Tan Hock Chye (Executive Officer)

Louis Ramesh Ruben (Director)

Cheah Kok Hoong (Director)

Seah Kok Wah (Director)

- Asia UBS Global Limited 3

Other payables due to related parties

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

expressed in United States Dollars (“US$”), except for number of shares)

above other payables to directors and executive officers represent salary and director fees payable.

above other payable to Asia UBS Global Limited represent payables due for professional fees.

Investment in related parties:

December 31, 2023

December 31, 2022

AsiaFIN Holdings Corp 1

Angkasa-X Holdings Corp.

JOCOM Holdings Corp.

catTHIS Holdings Corp.

Celmonze Wellness Corporation 2

Investment in related parties

the years ended December 31, 2023 and 2022, the Company has following transactions with related parties:

SCHEDULE OF RELATED PARTY TRANSACTIONS

For the year ended

2 unchanged sentences

December 31, 2022

Included in Revenue are the following sales to related parties:

- GreenPro Financial Consulting Limited 4

- AsiaFIN Holdings Corp.

- JOCOM Holdings Corp.

- catTHIS Holdings Corp.

-Celmonze Wellness Corporation 2

- GreenPro Venture Capital Limited 5

Included in Cost of revenue is the following costs incurred from a related party:

- GreenPro Financial Consulting Limited 4

- Asia UBS Global Limited 3

- GreenPro Newfin Academy Sdn.

Included in General and administrative are the following expenses to related parties:

Executives’ compensation:

Chin Chee Seong (Director and Executive Officer)

Tan Hock Chye (Executive Officer)

Seah Kok Wah (Chief Investment Officer)

Executives’ compensation

Non-executive Directors’ compensation:

Louis Ramesh Ruben

Cheah Kok Hoong

Non-executive Directors’ compensation

Company secretary fees:

- Related party A

-Asia UBS Global Limited 3

-GreenPro Resources Sdn.

Professional fees:

- Related party A

- Related party B

- Related party C

- Related party D

- Related party E

Cost of Sales

- Related party A

related party A, through its wholly owned subsidiaries is a 34.06 % shareholder of the Company.

party B represents company where the Company owns 13.64 % interest in the company.

party C represents company where the Company owns 14.76 % interest in the company.

party D represents company where the Company owns 14.99 % interest in the company.

party E represents one of the corporate shareholders, owns 2.46 % interest in the Company.

- Asia UBS Global Limited 3

Professional fees

1 As of December

31, 2023, the Company owns 12,26 %, 5.68 %, 14,76 % and 14.99 % of interest in AsiaFIN Holdings Corp., Angkasa-X Holdings Corp., JOCOM Holdings

and catTHIS Holdings Corp.

respectively.

2 As of December

31, 2023, the Company invested USD 650 in Celmonze Wellness Corporation during the private placement stage.

Subsequently the divestment

occurred on February 6, 2024 due to the restructuring of Celmonze Wellness Corporation.

3 Asia UBS Global

Limited is a subsidiary of GreenPro Capital Corp.

GRNQ through its wholly owned subsidiaries, owns 27.55 % shareholding in the

4 GreenPro Financial

Consulting Limited is a subsidiary of GreenPro Capital Corp.

GRNQ through its wholly owned subsidiaries, owns 27.55 % shareholding

in the Company.

5 GreenPro Venture

Capital Limited is a subsidiary of GreenPro Capital Corp.

GRNQ through its wholly owned subsidiaries, owns 27.55 % shareholding

in the Company.

6 The major shareholder of GreenPro Newfin

is a shareholder of GreenPro Capital Corp.

GRNQ through its wholly owned subsidiaries, owns 27.55 % shareholding

in the Company.

7 GreenPro Resources Sdn.

is a subsidiary

of GreenPro Capital Corp.

GRNQ through its wholly owned subsidiaries, owns 27.55 % shareholding in the Company.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

expressed in United States Dollars (“US$”), except for number of shares)

CONCENTRATIONS OF RISKS

2 unchanged sentences

receivable balance at year-end are presented as follows:

SCHEDULE OF CONCENTRATION OF RISK

OF CONCENTRATION OF RISK

For the year ended December 31

27 unchanged sentences

and procurement, manufacturing and distribution processes.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

expressed in United States Dollars (“US$”), except for number of shares)

Company had no inter-segment sales for the years presented.

1 unchanged sentence

segments is shown as below:

SCHEDULE OF REPORTABLE SEGMENTS

OF REPORTABLE SEGMENTS

United States

2 unchanged sentences

Cost of revenues

Net (loss) / income

United States

2 unchanged sentences

Cost of revenues

Net income (loss)

Net (loss) / profit

and costs are attributed to countries based on the location of customers.

SIGNIFICANT EVENT

of Just Supply Chain Limited, a

British Virgin Islands company

July 12, 2023, the Company entered into an agreement to acquire 100 % of the issued and outstanding shares of Just

Supply Chain Limited, a British Virgin Islands company (“JSCL”) ,

from Lee Wai Mun, Tai Kau @ Tai Fah Chong, Wong Tien Erl, Lee Han Cien, Lee Wai Chun, Eik Chu Yew, Wong Po Leng and Tok Kai Weei,

at a consideration of $ 17,465,328 via issuance of common stocks of the Company.

principal activity of JSCL is engaging in online logistic booking platform for customers in Malaysia to book delivery services via the

“JustLorry” App available in both Android and Apple IOS devices through its wholly-owned subsidiary, Just

Supply Chain Sdn.

(“JSCSB”), a private limited company in Malaysia.

October 13, 2023, the Company issued 21,831,660

shares of its restricted common stock at $ 0.80

per share to the 8 shareholders of JSCL for the acquisition of 100 %

of the equity of JSCL.

As of the date of this filing, the acquisition on July 12, 2023 has been cancelled due to factors that came to light on the valuation of the entity.

SUBSEQUENT EVENTS

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures