SEATech Ventures Corp. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission File Number 333-230479 SEATECH VENTURES CORP. (Exact name of registrant issuer as specified in its charter) Nevada 61-1882326 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) B-23A-02, G-Vestor Tower , Pavilion Embassy , 200, Jalan Ampang , 50450 Kuala Lumpur , Malaysia . (Address of principal executive offices, including zip code) Registrant’s phone number, including area code +603 8408 1788 Securities registered pursuant to Section 12(b) of the Act: Title of each class: Trading Symbol(s) Name of each exchange on which registered: Common Stock SEAV The OTC Market – Pink Sheets Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files). YES ☐ NO ☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☐ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has fled all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☒ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Class Outstanding at May 15, 2024 Common Stock, $.0001 par value 114,351,503 TABLE OF CONTENTS Page PART I FINANCIAL INFORMATION ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: F-1 Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023 (audited) F-2 Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three months Ended March 31, 2024 and 2023 (unaudited) F-3 Condensed Consolidated Statements of Changes in Equity for the Three months Ended March 31, 2024 and 2023 (unaudited) F-4 Condensed Consolidated Statements of Cash Flows for the Three months Ended March 31, 2024 and 2023 (unaudited) F-5 Notes to the Unaudited Condensed Consolidated Financial Statements F-6 - F-17 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 3 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 4 ITEM 4. CONTROLS AND PROCEDURES 4 PART II OTHER INFORMATION ITEM 1 LEGAL PROCEEDINGS 5 ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 5 ITEM 3 DEFAULTS UPON SENIOR SECURITIES 5 ITEM 4 MINE SAFETY DISCLOSURES 5 ITEM 5 OTHER INFORMATION 5 ITEM 6 EXHIBITS 5 SIGNATURES 6 2 PART I FINANCIAL INFORMATION ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: SEATECH VENTURES CORP. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Unaudited Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023 (audited) F-2 Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three months Ended March 31, 2024 and 2023 (unaudited) F-3 Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the Three months Ended March 31, 2024 and 2023 (unaudited) F-4 Condensed Consolidated Statements of Cash Flows for the Three months Ended March 31, 2024 and 2023 (unaudited) F-5 Notes to the Unaudited Condensed Consolidated Financial Statements F-6 - F-17 F- 1 SEATECH VENTURES CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) AS OF MARCH 31, 2024 AND DECEMBER 31, 2023 (Currency expressed in United States Dollars (“US$”), except for number of shares) As of March 31, 2024 (Unaudited) As of December 31, 2023 (Audited) ASSETS CURRENT ASSETS Accounts receivable, net $ 69,500 $ 149,500 Deposits paid and other receivables 791 1,017 Cash and cash equivalents 25,686 29,392 Total current assets 95,977 179,909 NON-CURRENT ASSETS Investment in other companies $ 5,065 $ 5,715 Total non-current assets 5,065 5,715 TOTAL ASSETS $ 101,042 $ 185,624 LIABILITIES AND STOCKHOLDERS’ DEFICIT CURRENT LIABILITIES Account payable $ 324,200 $ 324,200 Other payables and accrued liabilities 18,262 69,410 Share subscription received in advance 30,000 20,000 Total current liabilities 372,462 413,610 TOTAL LIABILITIES $ 372,462 $ 413,610 STOCKHOLDERS’ DEFICIT Preferred shares, $ 0.0001 par value; 200,000,000 shares authorized; None issued and outstanding $ - $ - Common stock, $ 0.0001 par value, 600,000,000 shares authorized, 114,351,503 shares issued and outstanding as of March 31, 2024 and December 31, 2023 respectively 11,435 11,435 Additional paid-in capital 657,775 657,775 Accumulated other comprehensive loss ( 156 ) ( 287 ) Accumulated deficit $ ( 940,474 ) $ ( 896,909 ) TOTAL STOCKHOLDERS’ DEFICIT $ ( 271,420 ) $ ( 227,986 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 101,042 $ 185,624 See accompanying notes to unaudited consolidated financial statements. F- 2 SEATECH VENTURES CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED MARCH 31, 2024 and 2023 (UNAUDITED) (Currency expressed in United States Dollars (“US$”), except for number of shares) (Unaudited) For the period ended March 31, 2024 (Unaudited) For the period ended March 31, 2023 (Unaudited) REVENUE $ - $ 148,000 COST OF REVENUE - ( 116,000 ) GROSS PROFIT - 32,000 OTHER INCOME - - SELLING AND DISTRIBUTION EXPENSES ( 25 ) ( 805 ) GENERAL AND ADMINISTRATIVE EXPENSES ( 43,540 ) ( 38,600 ) LOSS BEFORE INCOME TAX ( 43,565 ) $ ( 7,405 ) INCOME TAXES PROVISION - - NET LOSS ( 43,565 ) ( 7,405 ) OTHER COMPREHENSIVE LOSS Foreign exchange translation gain/(loss) 131 ( 4 ) COMPREHENSIVE LOSS $ ( 43,434 ) $ ( 7,409 ) Net loss per share- Basic and diluted ( 0.00 ) ( 0.00 ) Weighted average number of common shares outstanding - Basic and diluted 114,351,503 92,519,843 See accompanying notes to condensed consolidated financial statements. F- 3 SEATECH VENTURES CORP. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2024 and 2023 (Currency expressed in United States Dollars (“US$”), except for number of shares) (Unaudited) Three Months Ended March 31, 2024 (Unaudited) Number of Shares Amount PAID-IN CAPITAL COMPREHENSIVE LOSS ACCUMULATED DEFICIT TOTAL EQUITY COMMON SHARES ADDITIONAL ACCUMULATED OTHER Number of Shares Amount PAID-IN CAPITAL COMPREHENSIVE LOSS ACCUMULATED DEFICIT TOTAL EQUITY Balance as of December 31, 2023 114,351,503 $ 11,435 $ 657,775 $ ( 287 ) $ ( 896,909 ) $ ( 227,986 ) Foreign exchange translation gain - - - 131 - 131 Net loss for the period - - - - ( 43,565 ) ( 43,565 ) Balance as of March 31, 2024 114,351,503 11,435 657,775 ( 156 ) ( 940,474 ) ( 271,420 ) Three Months Ended March 31, 2023 (Unaudited) COMMON SHARES ADDITIONAL ACCUMULATED OTHER Number of Shares Amount PAID-IN CAPITAL COMPREHENSIVE LOSS ACCUMULATED DEFICIT TOTAL EQUITY Balance as of December 31, 2022 92,519,843 $ 9,252 $ 659,958 $ ( 244 ) $ ( 594,080 ) $ 74,886 Balance 92,519,843 $ 9,252 $ 659,958 $ ( 244 ) $ ( 594,080 ) $ 74,886 Foreign exchange translation loss - - - ( 4 ) - ( 4 ) Net loss for the period - - - - ( 7,405 ) ( 7,405 ) Balance as of March 31, 2023 92,519,843 9,252 659,958 ( 248 ) ( 601,485 ) 67,477 Balance 92,519,843 9,252 659,958 ( 248 ) ( 601,485 ) 67,477 See accompanying notes to condensed consolidated financial statements. F- 4 SEATECH VENTURES CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2024 and 2023 (Currency expressed in United States Dollars (“US$”), except for number of shares) (Unaudited) Three months ended March 31, 2024 (Unaudited) Three months ended March 31, 2023 (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 43,565 ) $ ( 7,405 ) Adjustments to reconcile net loss to net cash used in operating activities: Changes in operating assets and liabilities: Accounts receivable 80,000 ( 115,550 ) Account payable - 116,000 Deposits paid and other receivables 209 ( 188 ) Amount due to a corporate shareholder - ( 33,000 ) Other payables and accrued liabilities ( 51,116 ) ( 29,613 ) Deferred revenue - - Net cash used in operating activities ( 14,472 ) ( 69,756 ) CASH FLOWS FROM INVESTING ACTIVITIES: Investment in other companies - ( 650 ) Refund of investment in other company 650 - Net cash generated from/(used in) investing activities $ 650 $ ( 650 ) CASH FLOWS FROM FINANCING ACTIVITIES: Share subscription received in advance 10,000 - Net cash provided by financing activities $ 10,000 $ - Effect of exchange rate changes on cash and cash equivalents 116 ( 4 ) Net change in cash and cash equivalents ( 3,706 ) ( 70,410 ) Cash and cash equivalents, beginning of period 29,392 136,193 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 25,686 $ 65,783 SUPPLEMENTAL CASH FLOWS INFORMATION Income taxes paid $ - $ - Interest paid $ - $ - See accompanying notes to condensed consolidated financial statements. F- 5 SEATECH VENTURES CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2024 (Currency expressed in United States Dollars (“US$”), except for number of shares) (UNAUDITED) 1. DESCRIPTION OF BUSINESS AND ORGANIZATION SEATech Ventures Corp. is organized as a Nevada limited liability company, incorporated on April 2, 2018. For purposes of consolidated financial statement presentation, SEATech Ventures Corp. and its subsidiaries are herein referred to as “the Company” or “we”. The Company business of which planned principal operations are to provide business mentoring, nurturing and incubation services relating to client businesses and corporate development advisory services to entrepreneurs in the broader technology industry, but with a specific focus on the information and communication technology industry. On May 2, 2018, the Company acquired 100 % interest in SEATech Ventures Corp., a private limited liability company incorporated in Labuan, Malaysia. On December 21, 2018, SEATech Ventures Corp., the Malaysia Company acquired 100 % interest in SEATech Ventures (HK) Limited, a private limited company incorporated in Hong Kong. On October 04, 2021, SEATech Ventures (HK) Limited subscribed 60 % of the equity interests in SEATech Bigorange CVC Sdn. Bhd., a private limited company incorporated in Malaysia. The Malaysia Company changed its company name to SEATech CVC Sdn. Bhd. on February 22, 2022. On February 25, 2022, SEATech Ventures (HK) Limited further acquired 40 % of the equity interests in SEATech CVC Sdn. Bhd., which in turn owns 100 % of the equity interests in the Malaysia company. On January 03, 2022, SEATech Ventures (HK) Limited acquired 1 share, representing 100 % equity interest of SEATech Ventures Sdn. Bhd., a Malaysia company, from the Chief Executive Officer, President, Secretary, Treasurer, Director, Mr. Chin Chee Seong, with consideration of MYR 1. On 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. On May 06, 2024, the acquisition has been cancelled due to factors that came to light on the valuation of the entity. Details of the Company’s subsidiaries: SCHEDULE OF COMPANY SUBSIDIARIES Company name Place and date of incorporation Particulars of issued capital Principal activities Proportional of ownership interest and voting power held 1. SEATech Ventures Corp. Labuan / March 12, 2018 100 ordinary shares of US$1 each Investment holding 100 % 2. SEATech Ventures (HK) Limited Hong Kong / January 30, 2018 1 ordinary share of HK$1 each Business mentoring, nurturing and incubation, and corporate development advisory services 100 % 3. SEATech CVC Sdn. Bhd. (F.K.A. SEATech Bigorange CVC Sdn. Bhd.) Malaysia / October 04, 2021 20,000 ordinary shares of MYR1 each Dormant company 100 % 4. SEATech Ventures Sdn. Bhd . Malaysia / May 27, 2021 1 ordinary share of MYR1 each Provision of corporate advisory services 100 % F- 6 SEATECH VENTURES CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2024 (Currency expressed in United States Dollars (“US$”), except for number of shares) (UNAUDITED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The consolidated financial statements for SEATech Ventures Corp. and its subsidiaries for the three months ended March 31, 2024 is prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of SEATech Ventures Corp. and its wholly owned subsidiaries, SEATech Ventures Corp., SEATech Ventures (HK) Limited, SEATech CVC Sdn. Bhd. and SEATech Ventures Sdn. Bhd.. Intercompany accounts and transactions have been eliminated on consolidation. The Company has adopted December 31 as its fiscal year end. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The Condensed Consolidated Balance Sheet information as of December 31, 2023 was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on May 10, 2024. These financial statements should be read in conjunction with that report. Basis of consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated upon consolidation. Use of estimates Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates. Revenue recognition In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts . ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The Company derives its revenue from provision of business mentoring, nurturing, incubating and corporate development advisory services to ICT and technology-based companies. Cost of revenue Cost of revenue includes the cost of services and product in providing business mentoring, nurturing, incubating and corporate development advisory services. Investments Investments in equity securities The Company accounts for its investments that represent less than 20 % ownership, and for which the Company does not have the ability to exercise significant influence, using ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities . The Company measure investments in equity securities without a readily determinable fair value using a measurement alternative that measures these securities at the cost method minus impairment, if any, plus or minus changes resulting from observable price changes on a non-recurring basis. Gains and losses on these securities are recognized in other income and expenses. At March 31, 2024, the Company had four investments in equity securities with carrying value of $ 5,065 (see Note 7). F- 7 SEATECH VENTURES CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2024 (Currency expressed in United States Dollars (“US$”), except for number of shares) (UNAUDITED) Accounts receivable Accounts receivable are recorded at the invoiced amount less an allowance for expected credit losses. Management reviews the adequacy of the allowance for expected credit losses 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. Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. Going concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the period ended March 31, 2024, the Company incurred a net loss of $ 43,565 , suffered an accumulated deficit of $ 940,474 and negative operating cash flow of $ 14,472 . 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. The 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 shareholder 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. Net income/(loss) per share The Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income/(loss) per share is computed by dividing the net income/(loss) by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income/(loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. Foreign currencies translation The reporting currency of the Company and its subsidiaries in Labuan and Hong Kong, are United States Dollars (“US$”), while its subsidiaries in Malaysia, maintains the books and record in Ringgit Malaysia (“MYR”), being the primary currency of the economic environment in which these entities operate. F- 8 SEATECH VENTURES CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2024 (Currency expressed in United States Dollars (“US$”), except for number of shares) (UNAUDITED) Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement ”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity. Translation of amounts from RM into US$1 and HK$ into US$1 has been made at the following exchange rates for the respective periods: SCHEDULE OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATE As of and for the period ended March 31, 2024 As of and for the period ended March 31, 2023 Period-end RM : US$1 exchange rate 4.72 4.42 Period-average RM : US$1 exchange rate 4.72 4.39 Period-end HK$: US$1 exchange rate 7.83 7.85 Period-average HK$ : US$1 exchange rate 7.82 7.84 Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Fair value of financial instruments : The carrying value of the Company’s financial instruments: cash and cash equivalents, account receivables, amount due to a director, and accounts payable and approximate at their fair values because of the short-term nature of these financial instruments. The Company also follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures ” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows: Level 1 : Observable inputs such as quoted prices in active markets; Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Recently adopted Accounting Standards In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topics 326): 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. 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. Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecast. 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. Recent accounting pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. F- 9 SEATECH VENTURES CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2024 (Currency expressed in United States Dollars (“US$”), except for number of shares) (UNAUDITED) 3. COMMON STOCK On April 2, 2018, the founder of the Company, Mr. Chin Chee Seong purchased 100,000 shares of restricted common stock of the Company at a par value of $ 0.0001 per share. The monies from this transaction, which totaled $ 10 , went to the Company to be used as initial working capital. On May 14, 2018, the Company issued 20,000,000 shares of restricted common stock to Mr. Chin Chee Seong and Mr. Seah Kok Wah respectively, with a par value of $ 0.0001 per share, for total additional working capital of $ 4,000 . On August 7, 2018, the Company issued 10,000,000 shares of restricted common stock to Greenpro Venture Capital Limited with a par value of $ 0.0001 per share, for total additional working capital of $ 1,000 . On August 8, 2018, the Company issued 30,000,000 shares of restricted common stock to Greenpro Asia Strategic Fund SPC, a company incorporated in Cayman Islands with a par value of $ 0.0001 per share, for additional working capital of $ 3,000 . On August 27, 2018, the Company issued 10,000,000 shares of restricted common stock to STVC Talent Sdn. Bhd, a company incorporated in Malaysia with a par value of $ 0.0001 per share, for additional working capital of $ 1,000 . On September 7, 2018, the Company sold shares to 2 shareholders, of whom reside in Malaysia. A total of 750,000 shares of restricted common stock were sold at a price of $ 0.10 per share. The total proceeds to the Company amounted to a total of $ 75,000 . On September 12, 2018, the Company sold shares to a shareholder, of whom reside in Malaysia. A total of 466,667 shares of restricted common stock were sold at a price of $ 0.15 per share. The total proceeds to the Company amounted to a total of $ 70,000 . In between September 21, 2018 and November 29, 2018, the Company sold shares to 44 shareholders, of whom reside in Malaysia. A total of 860,000 shares of restricted common stock were sold at a price of $ 0.20 per share. The total proceeds to the Company amounted to a total of $ 172,000 . From June 12, 2019 to May 4, 2020, the company issued 343,200 shares of common stock at a price of $ 1.00 per share through the Initial Public 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 of JSCL. On May 06, 2024, the acquisition has been cancelled due to factors that came to light on the valuation of the entity. As of March 31, 2024, SEATech Ventures Corp. has an issued and outstanding common share of 114,351,503 . 4. ACCOUNTS RECEIVABLE SCHEDULE OF ACCOUNT RECEIVABLE As of March 31, 2024 (Unaudited) As of December 31, 2023 (Audited) Accounts receivable, gross $ 184,500 $ 264,500 Allowance for expected credit loss ( 115,000 ) ( 115,000 ) Accounts receivable, net $ 69,500 $ 149,500 The movement in the allowance for expected credit loss for the period ended March 31, 2024 and year ended December 31, 2023 were as follows: SCHEDULE OF ALLOWANCE FOR EXPECTED CREDIT LOSSES As of March 31, 2024 (Unaudited) As of December 31, 2023 (Audited) Balance at beginning of the period/year $ 115,000 $ - Additions of allowance - 115,000 Balance at end of the period/year $ 115,000 $ 115,000 The accounts receivable represents receivable amount from companies where the Company owns equity interest, which are trade in nature and subject to normal trade term. F- 10 SEATECH VENTURES CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2024 (Currency expressed in United States Dollars (“US$”), except for number of shares) (UNAUDITED) 5. CASH AND CASH EQUIVALENTS As of March 31, 2024, the Company recorded $ 25,686 of cash and cash equivalents which primarily consists of cash in bank. 6. DEPOSITS PAID AND OTHER RECEIVABLES Deposits paid and other receivables consisted of the following as of March 31, 2024 and December 31, 2023: SCHEDULE OF DEPOSITS PAID, PREPAYMENTS AND OTHER RECEIVABLES As of As of March 31, 2024 (Audited) December 31, 2023 (Audited) Deposits paid 273 273 Other receivables 518 744 Total deposits paid and other receivables $ 791 $ 1,017 7. INVESTMENT IN OTHER COMPANIES SCHEDULE OF INVESTMENTS As of March 31, 2024 (Unaudited) As of December 31, 2023 (Audited) AsiaFIN Holdings Corp.1 $ 1,015 $ 1,015 Angkasa-X Holdings Corp.2 1,300 1,300 JOCOM Holdings Corp.3 850 850 catTHIS Holdings Corp. 4 1,900 1,900 Celmonze Wellness Corporation 5 - 650 Total investment in other companies $ 5,065 $ 5,715 1 On 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. SEATech Ventures Corp. also provides corporate development, mentoring, and incubation services 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 March 31, 2024, the Company acquired 12.26 % interest in AsiaFIN Holdings Corp. 2 On February 5, 2021, the Company has invested in Angkasa-X Holdings Corp. during the private placement stage. Angkasa-X Holdings Corp 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. is a strategic investment of the Company. As of March 31, 2024, the Company acquired 5.68 % interest in Angkasa-X Holdings Corp. 3 On 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. SEATech Ventures 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. As of March 31, 2024, the Company acquired 14.74 % interest in JOCOM Holdings Corp. 4 On 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. SEATech Ventures 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 March 31, 2024, the Company acquired 14.99 % interest in catTHIS Holdings Corp. 5 On 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 the Company. On February 6, 2024, the Company withdrew its investment in Celmonze Wellness Corporation and the fund invested was being refunded to the Company. F- 11 SEATECH VENTURES CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2024 (Currency expressed in United States Dollars (“US$”), except for number of shares) (UNAUDITED) 8. ACCOUNT PAYABLE SCHEDULE OF ACCOUNT PAYABLE As of March 31, 2024 (Unaudited) As of December 31, 2023 (Audited) Account payable $ 324,200 $ 324,200 Total account payable $ 324,200 $ 324,200 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. 9. OTHER PAYABLES AND ACCRUED LIABILITIES Other payables and accrued liabilities consisted of the following as of March 31, 2024 and December 31, 2023: SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES As of March 31, 2024 (Unaudited) As of December 31, 2023 (Audited) Accrued audit fees $ 6,054 $ 34,070 Accrued expenses 1 7,646 16,167 Accrued professional fees 2 4,562 19,173 Total payables and accrued liabilities $ 18,262 $ 69,410 1 Accrued expenses include compensation payable to our directors and officers, amounting to $ 7,500 and $ 18,500 as of March 31, 2024 and December 31, 2023 respectively. 2 Accrued professional fees consists of professional fees payable to Asia UBS Global Limited, a related party of the Company. 10. INCOME TAXES For the three months ended March 31, 2024 and 2023, the local (United States) and foreign components of loss before income taxes were comprised of the following: SCHEDULE OF (LOSS)/PROFIT BEFORE INCOME TAXES Three months ended March 31, 2024 (Unaudited) Three months ended March 31, 2023 (Unaudited) Tax jurisdictions from: Local $ ( 16,582 ) $ ( 13,419 ) Foreign, representing - Labuan ( 11,535 ) ( 10,854 ) - Hong Kong ( 12,677 ) 17,653 - Malaysia ( 2,771 ) ( 785 ) Loss before income tax $ ( 43,565 ) $ ( 7,405 ) F- 12 SEATECH VENTURES CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2024 (Currency expressed in United States Dollars (“US$”), except for number of shares) (UNAUDITED) The provision for income taxes consisted of the following: SCHEDULE OF PROVISION FOR INCOME TAXES For the period ended March 31, 2024 (Unaudited) For the period ended March 31, 2023 (Unaudited) Current: - Local - - - Foreign - - Deferred: - Local - - - Foreign - - Income tax expense $ - $ - The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: United States Labuan and Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows: United States of America The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of March 31, 2024, the operations in the United States of America incurred $ 560,538 of cumulative net operating losses which can be carried forward indefinitely to offset a maximum of 80 % future taxable income. The Company has provided for a full valuation allowance of $ 448,430 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. Labuan Under the current laws of the Labuan, SEATech Ventures Corp is governed under the Labuan Business Activity Act, 1990. The tax charge for such company is based on 3 % of net audited profit. Hong Kong SEATech Ventures (HK) Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of 16.5 % on its assessable income. Malaysia SEATech CVC Sdn. Bhd. and SEATech Ventures Sdn. Bhd are subject to Malaysia Corporate Tax, which is charged at the statutory income tax rate range from 15 % to 24 % on its assessable income. 11. NET LOSS PER SHARE Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. The following table sets forth the computation of basic and diluted net loss per share for the period ended March 31, 2024 and 2023: SCHEDULE OF COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE Schedule of computation of net loss per share: For the period ended March 31, 2024 (Unaudited) For the period ended March 31, 2023 (Unaudited) Net loss attributable to common shareholders $ ( 43,565 ) $ ( 7,405 ) Weighted average common shares outstanding – Basic and diluted 114,351,503 92,519,843 Net loss per share – Basic and diluted# $ ( 0.00 ) $ ( 0.00 ) # For the period ended March 31, 2024 and 2023, 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. F- 13 SEATECH VENTURES CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2024 (Currency expressed in United States Dollars (“US$”), except for number of shares) (UNAUDITED) 12. COMMITMENTS AND CONTINGENCIES As of March 31, 2024, the Company has no commitments or contingencies involved. 13. RELATED PARTY BALANCES AND TRANSACTIONS SCHEDULE OF RELATED PARTY BALANCES AND TRANSACTIONS Accounts receivable from related parties (Refer Note 4): As of March 31, 2024 (Unaudited) As of December 31, 2023 (Audited) Accounts receivable, net - catTHIS Holdings Corp. 1 (net of allowance of $ 115,000 as of March 31, 2024 and December 31, 2023) $ - $ - - JOCOM Holdings Corp. 1 69,500 69,500 -Celmonze Wellness Corporation 2 - 80,000 Total $ 69,500 $ 149,500 Accounts receivable from related parties $ 69,500 $ 149,500 The above related party receivables are trade in nature and subject to normal trade terms. Account payable due to related parties (Refer Note 8): As of March 31, 2024 (Unaudited) As of December 31, 2023 (Audited) Account payable: - GreenPro Financial Consulting Limited 3 $ 324,200 $ 324,200 Account payable $ 324,200 $ 324,200 The above related party account payable is trade in nature and subject to normal trade terms. Other payables due to related parties (Refer Note 9): - Mr. Chin Chee Seong (Director and Executive Officer) 3,750 8,750 - Mr. Tan See Meng 5 (Director) 1,500 - - Mr. Cheah Kok Hoong (Director) 1,000 2,000 - Mr. Prabodh Kumar A/L Kantilal H. Sheth 6 (Executive Officer) 1,250 - - Mr. Tan Hock Chye 7 (Executive Officer) - 3,750 - Mr. Louis Ramesh Ruben 8 (Director) - 2,000 - Mr. Seah Kok Wah 9 (Director) - 2,000 - Asia UBS Global Limited 4 11,300 14,500 Total $ 18,800 $ 33,000 Other payables due to related parties $ 18,800 $ 33,000 The above other payables to directors and executive officers represent salary and director fees payable. The above other payable to Asia UBS Global Limited represent payables due for professional fees. As of As of Investment in related parties: March 31, 2024 (Unaudited) December 31, 2023 (Audited) AsiaFIN Holdings Corp 1 1,015 1,015 Angkasa-X Holdings Corp. 1 1,300 1,300 JOCOM Holdings Corp. 1 850 850 catTHIS Holdings Corp. 1 1,900 1,900 Celmonze Wellness Corporation 2 - 650 Total $ 5,065 $ 5,715 Investment in related parties $ 5,065 $ 5,715 F- 14 SEATECH VENTURES CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2024 (Currency expressed in United States Dollars (“US$”), except for number of shares) (UNAUDITED) For the period ended March 31, 2024 and 2023, the Company has following transactions with related parties: For the period ended March 31, 2024 (Unaudited) For the period ended March 31, 2023 (Unaudited) Included in Revenue are the following sales to related parties: - AsiaFIN Holdings Corp. 1 - 25,000 - catTHIS Holdings Corp. 1 - 120,000 Total $ - $ 145,000 Revenue $ - $ 145,000 Included in Cost of revenue is the following costs incurred from a related party: - GreenPro Financial Consulting Limited 3 $ - $ 116,000 - Cost of revenue $ - $ 116,000 Included in General and administrative are the following expenses to related parties: Executives’ compensation: - Mr. Chin Chee Seong (Director and Executive Officer) $ 3,750 $ 3,419 - Mr. Tan See Meng 5 (Director) 1,500 - - Mr. Prabodh Kumar A/L Kantilal H. Sheth 6 (Executive Officer) 3,750 - - Mr. Tan Hock Chye 7 (Executive Officer) - 3,419 Total $ 9,000 $ 6,838 Executives’ compensation $ 9,000 $ 6,838 Non-executive Directors’ compensation: - Mr. Louis Ramesh Ruben 8 $ - $ 1,500 - Mr. Cheah Kok Hoong 1,500 1,500 - Mr. Seah Kok Wah 9 - 1,500 Total $ 1,500 4,500 Non-executive Directors’ compensation $ 1,500 4,500 Company secretary fees: -Asia UBS Global Limited 4 $ 5,250 $ 1,350 Company secretary fees $ 5,250 $ 1,350 Professional fees: - Asia UBS Global Limited 4 $ 2,200 $ 1,800 Professional fees $ 2,200 $ 1,800 1 As of March 31, 2024, 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. 2 The Company invested USD 650 in Celmonze Wellness Corporation during the private placement stage in year 2023. Divestment occurred on February 6, 2024 due to the restructuring of Celmonze Wellness Corporation. 3 GreenPro Financial Consulting Limited is a subsidiary of GreenPro Capital Corp. (GRNQ). GRNQ through its wholly owned subsidiaries, owns 27.55 % shareholding in the Company. 4 Asia UBS Global Limited is a subsidiary of GreenPro Capital Corp. (GRNQ). GRNQ through its wholly owned subsidiaries, owns 27.55 % shareholding in the Company. 5 On December 14, 2023, Mr. Tan See Meng was appointed as Executive Director of the Board of Director 6 On December 14, 2023, Mr. Prabodh Kumar A/L Kantilal H. Sheth was appointed as Chief Financial Officer of the Company, took over the role from Mr. Tan Hock Chye. On May 08, 2024, Mr. Sheth informed the Board that he tendered his resignation as the Chief Financial Officer of the Company. 7 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. 8 On December 13, 2023, Mr. Louis Ramesh Ruben tendered his resignation as an Independent Non-Executive Director. 9 On December 13, 2023, Mr. Seah Kok Wah tendered his resignation as a Non-Executive Director. F- 15 SEATECH VENTURES CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2024 (Currency expressed in United States Dollars (“US$”), except for number of shares) (UNAUDITED) 14. CONCENTRATIONS OF RISKS (a) Major customers For the period ended March 31, 2024 and 2023, the customers who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at period-end are presented as follows: SCHEDULE OF CONCENTRATION OF RISK For the period ended March 31 2024 2023 2024 2023 2024 2023 Revenues Percentage of Revenues Accounts Receivable, Trade Customer A $ - $ 25,000 - % 17 % $ - $ 12,500 Customer B - 120,000 - % 81 % - 120,000 $ - $ 145,000 - % 98 % $ - $ 132,500 (b) Major vendors For the period ended March 31, 2024 and 2023, the vendors who accounted for 10% or more of the Company’s purchases and its accounts payable balance at period-end are presented as follows: For the period ended March 31 2024 2023 2024 2023 2024 2023 Purchases Percentage of Purchases Accounts Payable, Trade Vendor A $ - $ 116,000 - % 100 % $ - $ 212,000 $ - $ 116,000 - % 100 % $ - $ 212,000 (c) Credit risk Financial instruments that are potentially subject to credit risk consists principally of accounts receivable. The Company believes the concentration of credit risk in its accounts receivable is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. 15. SEGMENT INFORMATION ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. F- 16 SEATECH VENTURES CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2024 (Currency expressed in United States Dollars (“US$”), except for number of shares) (UNAUDITED) The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below: By Geography: SCHEDULE OF REPORTABLE SEGMENTS United States Malaysia Hong Kong Total For the period ended March 31, 2024 United States Malaysia Hong Kong Total Revenues $ - $ - $ - $ - Cost of revenues - - - - Net loss ( 16,582 ) ( 14,306 ) ( 12,677 ) ( 43,565 ) Total assets $ 10 $ 27,848 $ 73,184 $ 101,042 United States Malaysia Hong Kong Total For the period ended March 31, 2023 United States Malaysia Hong Kong Total Revenues $ - $ - $ 148,000 $ 148,000 Cost of revenues - - 116,000 116,000 Net (loss)/profit ( 13,419 ) ( 11,639 ) 17,653 ( 7,405 ) Total assets $ 10 $ 33,911 $ 273,315 $ 307,236 *Revenues and costs are attributed to countries based on the location of customers. 16. SIGNIFICANT EVENT Acquisition of Just Supply Chain Limited, a British Virgin Islands company On 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. The 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. Bhd. (“JSCSB”), a private limited company in Malaysia. On 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. On May 06, 2024, the acquisition has been cancelled due to factors that came to light on the valuation of the entity. 17. SUBSEQUENT EVENTS Departure of Chief Financial Officer On May 08, 2024, Mr. Prabodh Kumar A/L Kantilal H. Sheth , the Chief Financial Officer of the Company, informed the Board that he tendered his resignation as the Chief Financial Officer of the Company. Mr. Sheth’s resignation was not due to a disagreement with the Company on any matters relating to the Company’s operations, policies or practices. F- 17 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on May 10, 2024 (the “Form 10-K”) and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q. The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guaranteed of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form 10K in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report. Company Overview SEATech Ventures Corp. is a company that operates through its wholly owned subsidiary, SEATech Ventures Corp., a Company registered in Labuan, Malaysia, which in turn owns 100% of SEATech Ventures (HK) Limited, the operating Hong Kong Company which is described below. The purpose of SEATech Ventures Corp. Labuan, Malaysia is to act as a holding company. The purpose of SEATech Ventures (HK) Limited is to become the current regional hub for business activities and to engage in operational functions. SEATech Ventures (HK) Limited owns 100% of SEATech CVC Sdn. Bhd. (F.K.A. SEATech Bigorange CVC Sdn. Bhd.) and 100% of SEATech Ventures Sdn. Bhd. , which are incorporated in Malaysia, as part of the business development initiative. At present, our physical office is in B-23A-02, G-Vestor Tower, Pavilion Embassy, 200, Jalan Ampang, 50450 Kuala Lumpur, Malaysia. SEATech Ventures Corp. group of companies business activities is that of providing business mentoring services, nurturing and incubation services relating to client businesses and corporate development advisory services to entrepreneurs in the broader technology industry, but with a specific focus on the information and communication technology industry. We will, focus our efforts on nurturing ICT entrepreneurs in Asia. Our advisory services will center on our “ICT Start-Up Mentorship Program”, which is designed to assist tech-based entrepreneurs in solving ICT industry pain points caused by technical insufficiencies, inappropriate financial modelling and weak strategic positioning Our advisory services aim to improve the technical exposure of our clients and to improve their sustainability in the ICT industry community through a combination of mentorship programs. Results of Operation For the three months ended March 31, 2024 and 2023 Revenues For the three months ended March 31, 2024 and 2023, the Company has generated revenue of $0 and $148,000 respectively. The revenue represented income from provision of business mentoring, nurturing and incubation services relating to client businesses and corporate development advisory services. A decrease of revenue was due to no revenue deal during the three months ended March 31, 2024. Cost of Revenue and Gross Margin For the three months ended March 31, 2024 and 2023, cost incurred arise in providing corporate development advisory services are $0 and $116,000 respectively. The decrease of cost of revenue is associated with the decrease in revenue for the three months ended March 31, 2024. The Company generated gross profit of $0 and $32,000 for the three months ended March 31, 2024 and 2023 respectively. Selling and marketing expenses For the three months ended March 31, 2024 and 2023, we had selling and distribution expenses in the amount of $25 and $805 respectively, which were primarily comprised of marketing expenses and expenses incurred for selling of services. The decrease of selling and marketing expenses is associated with lesser marketing expenses incurred for the three months ended March 31, 2024. 3 General and administrative expenses For the three months ended March 31, 2024 and 2023, we had general and administrative expenses in the amount of $43,540 and $38,600 respectively, which were primarily comprised of salary, professional fee, compliance fee, office and operation expenses. The increase of general and administrative expenses is mainly due to the increased in professional fee for the three months ended March 31, 2024. Net Loss For the three months ended March 31, 2024 and 2023, the Company has incurred a net loss of $43,565 and $7,405 respectively. The losses are mainly derived from the general and administrative expenses. Liquidity and Capital Resources As of March 31, 2024 and 2023, we had cash and cash equivalents of $25,686 and $65,783. We expect increased levels of operating activities going forward will result in more significant cash flows. We depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations. Cash Used In Operating Activities For the three months ended March 31, 2024, net cash used in operating activities was $14,472 and for the three months ended March 31, 2023, net cash used in operating activities was $69,756. Credit Facilities We do not have any credit facilities or other access to bank credit. Off-balance Sheet Arrangements We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of March 31, 2024. Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item. ITEM 4 CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures: We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2024. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2024, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of March 31, 2024, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial reporting during the quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 4 PART II — OTHER INFORMATION Item 1. Legal Proceedings We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us. Item 1A. Risk Factors. We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None Item 3. Defaults Upon Senior Securities None Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information. None ITEM 6. Exhibits Exhibit No. Description 31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* 31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer* 32.1 Section 1350 Certification of principal executive officer * 32.2 Section 1350 Certification of principal financial officer * 101.INS Inline XBRL Instance Document* 101.SCH Inline XBRL Schema Document* 101.CAL Inline XBRL Calculation Linkbase Document* 101.DEF Inline XBRL Definition Linkbase Document* 101.LAB Inline XBRL Label Linkbase Document* 101.PRE Inline XBRL Presentation Linkbase Document* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. 5 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SEATech Ventures Corp. (Name of Registrant) Date: May 15, 2024 By: /s/ CHIN CHEE SEONG Title: Chief Executive Officer, President, Director, Secretary and Treasurer Date: May 15, 2024 By: /s/ TAN SEE MENG Title: Director 6