UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
☒
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
The Fiscal Year Ended December 31 , 2025
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.)
11-05
& 11-06, Tower A , Avenue 3 Vertical Business Suite ,
Jalan
Kerinchi, Bangsar South , 59200 Kuala Lumpur , Malaysia .
(Address
of principal executive offices, including zip code)
Registrant’s
phone number, including area code +603 2242 1288
Securities
registered pursuant to Section 12(b) of the Securities Exchange Act: None
Securities
registered pursuant to Section 12(g) of the Securities Exchange Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
☐ No ☒
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 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 12 months (or for such shorter period that the registrant
was required to submit and post such files).
YES
☐ NO ☒
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”,
“smaller reporting company” and “emerging growth 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. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No ☒
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 – OTCID
The
aggregate market value of the Company’s common stock held by non-affiliates computed by reference to the closing bid price of the
Company’s common stock, as of the last business day of the registrant’s most recently completed second fiscal quarter:
No t
Applicable
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate
by check mark whether the registrant has filed 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.
Not
Applicable
APPLICABLE
ONLY TO CORPORATE REGISTRANTS
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 April 15, 2026
Common Stock, $ .0001 par
value
92,562,343
SEATech
Ventures Corp.
FORM
10-K
For
the Fiscal Year Ended December 31, 2025
Index
Page
#
PART I
Item 1.
Business
2
Item 1A.
Risk
Factors
9
Item 1B.
Unresolved
Staff Comments
9
Item 1C.
Cybersecurity
9
Item 2.
Properties
9
Item 3.
Legal
Proceedings
9
Item 4.
Mine Safety Disclosure
9
PART II
Item 5.
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
10
Item 6.
Selected
Financial Data
11
Item 7.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
11
Item 7A.
Quantitative
and Qualitative Disclosures About Market Risk
14
Item 8.
Financial
Statements and Supplementary Data
14
Item 9.
Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure
14
Item 9A.
Controls
and Procedures
15
Item 9B.
Other
Information
16
PART III
Item 10.
Directors,
Executive Officers and Corporate Governance
17
Item 11.
Executive
Compensation
22
Item 12.
Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
24
Item 13.
Certain Relationships and Related Transactions, and Director Independence
25
Item 14.
Principal
Accounting Fees and Services
27
PART IV
Item 15.
Exhibits, Financial Statement Schedules
28
SIGNATURES
29
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather
are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,”
“intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these
words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause
actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:
●
The availability and
adequacy of our cash flow to meet our requirements;
●
Economic, competitive,
demographic, business and other conditions in our local and regional markets;
●
Changes or developments
in laws, regulations or taxes in our industry;
●
Actions taken or omitted
to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental
authorities;
●
Competition in our industry;
●
The loss of or failure
to obtain any license or permit necessary or desirable in the operation of our business;
●
Changes in our business
strategy, capital improvements or development plans;
●
The availability of
additional capital to support capital improvements and development; and
●
Other risks identified
in this report and in our other filings with the Securities and Exchange Commission or the SEC.
This
report should be read completely and with the understanding that actual future results may be materially different from what we expect.
The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration
of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change
in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events
or otherwise.
Use
of Defined Terms
Except
as otherwise indicated by the context, references in this Report to:
●
The “Company,”
“we,” “us,” “our,” “SEATech” and similar references refer to SEATech Ventures Corp.
and its subsidiaries.
●
“Common Stock”
refers to the common stock, par value $.0001, of the Company;
●
“U.S. dollar,”
“$” and “US$” refer to the legal currency of the United States;
●
“Securities Act”
refers to the Securities Act of 1933, as amended; and
●
“Exchange Act”
refers to the Securities Exchange Act of 1934, as amended.
1
PART
I
ITEM
1. BUSINESS
Corporate
History
SEATech
Ventures Corp., a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on April 2, 2018.
On
May 2, 2018, the Company acquired 100% interest in SEATech Ventures Corp., a private limited liability company incorporated in Labuan,
Malaysia.
On
December 21, 2018, SEATech Ventures Corp., the Malaysia Company acquired 100% interest in SEATech Ventures (HK) Limited, a private limited
company incorporated in Hong Kong.
On
October 4, 2021, SEATech Ventures (HK) Limited subscribed 60% of the equity interests in SEATech Bigorange CVC Sdn. Bhd., a private
limited company incorporated in Malaysia. The Malaysia Company changed its company name to SEATech CVC Sdn. Bhd. on February 22, 2022.
On February 25, 2022, SEATech Ventures (HK) Limited further acquired 40% of the equity interests in SEATech CVC Sdn. Bhd., which in turn
owns 100% of the equity interests in the Malaysia company.
On
January 3, 2022, SEATech Ventures (HK) Limited acquired 1 share, representing 100% equity interest of SEATech Ventures Sdn. Bhd., a
Malaysia company, from the former Chief Executive Officer, President, Secretary, Treasurer, Director, Mr. Chin Chee Seong, with consideration
of MYR 1.
On
October 28, 2025, SEATech Ventures (HK) Limited completed the sale of its 100% equity interests in SEATech Ventures Sdn. Bhd. and
SEATech CVC Sdn. Bhd. to Mr. Chin Chee Seong, with total consideration of MYR 20,001 (equivalents to US$ 4,742).
The
Company, through its subsidiaries, mainly provides incubation and corporate development services to the clients. Details of the Company’s
subsidiaries as of December 31, 2025:
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
Business mentoring, nurturing and incubation, and corporate
development advisory services
100
%
Business
Overview
SEATech Group principal activity is to provide
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 primarily focus our efforts on nurturing the Information and Communication Technology (ICT) entrepreneurs in Asia, starting with
focus in Malaysia and Hong Kong. Our advisory services mainly 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 within a competitive environment. The program aims to improve the technical exposure
of our clients and to improve their sustainability in the ICT industry community through a combination of mentorship programs. Currently,
our clients are mainly Malaysia based ICT companies with future prospects.
2
Further as part of our expansion plan, on September
20, 2022 Greenpro Capital Corp., a related party (NASDAQ: GRNQ) appointed SEATech Ventures (HK) Limited as a listing sponsor to engage
potential token issuers to list on Green-X, the World’s first Shariah-Compliant ESG (environment, social and governance) Digital
Asset Exchange (“DAX”) in Labuan, Malaysia. According to a 2022 report by global consulting firm BCG, the asset tokenization
market was projected to expand from approximately US$310 billion in 2022 to US$16.1 trillion by 2030, representing a significant long-term
growth opportunity in the digital asset sector. (Source: World Economic Forum – Global Agenda Council, BCG Analysis). As
a DAX listing sponsor, SEATech Ventures (HK) Limited focus on digital/physical asset-backed companies in the STO (security token offering)
listing on Green-X.
ICT
Industry in Asia
The
ICT industry in Asia continues to show significant expansion and vitality, especially in the realms of the Internet of Things (IoT) and
robotics. This growth is predominantly fueled by major manufacturing sectors in countries like China. The strategic deployment of these
technologies address some of Asia’s crucial challenges such as aging populations and labor shortages, as exemplified by Japan’s
integration of robotics.
Smart
city initiatives are becoming increasingly prominent across Asia, spurred by high mobile device penetration. This technological leap
allows several Asian countries to skip traditional infrastructural phases and adopt more advanced solutions directly. Despite these advancements,
the broad adoption of transformative software solutions remains a considerable challenge that could drive deeper economic impacts if
resolved 1 .
Economically, the influence of IoT is profound, with its expansion
in sectors like manufacturing and transportation helping to propel new technology revenues toward the $1 trillion mark annually. The digital
transformation landscape in Asia continues to provide significant tailwinds for our potential growth. The Internet of Things (IoT) market
in Asia-Pacific is projected to grow at a CAGR of 12.4% through 2030, reaching an estimated $392.76 billion. Simultaneously, emerging
technologies such as Robotics and AR/VR are seeing increased institutional adoption; the regional AR/VR market is forecast to expand significantly
to $52.29 billion by 2032. (Sources: 1. Asia Pacific IoT Technology Market Size, Share & Growth, 2030, Marketsandmarkets; 2. Augmented
and Virtual Reality Market Size, Share & Growth, Marketsandmarkets) These trends support our pivot toward high-value advisory services
and family office management, as our target high-net-worth clients increasingly seek exposure to these resilient technology sectors.
Looking
to the future, the next three years are poised to see a dynamic shift as the ICT sector gears up for a new growth surge. Businesses are
moving from prototyping to broader deployment of cutting-edge technologies such as augmented reality devices and AI-powered robots. This
transition underscores the promising outlook for Asia’s ICT industry, positioning it as a global leader in technology adoption
and innovation. This period of robust technological advancement and economic contribution paints a promising future for the ICT sector
across Asia.
Sources:
IDC
Corporate USA: https://www.idc.com/promo/global-ict-spending/regional-markets
GlobalData
Report Store: https://www.globaldata.com/data/
1. IDC
Corporate USA; see the section titled “New Technologies:”
ICT
Industry – Hong Kong
Hong Kong’s role as a leading business
center in the Asia region can be evidenced by its advanced telecommunications infrastructure. According to the IMD World Digital Competitiveness
Ranking 2025, published by the IMD World Competitiveness Centre, Hong Kong rose to rank fourth globally, advancing three places from
the previous year. Within Asia, Hong Kong continues to hold a leading position, ranking second in the region. The information and communications
sector in Hong Kong remains a vital economic pillar, generating HK$104.0 billion (US$13.3 billion) of industry value-added in 2024, representing
approximately 3.4% of GDP. Furthermore, Hong Kong maintains one of the world’s most advanced telecommunications infrastructures, with
a household broadband penetration rate of 99.3% as of November 2025, according to the Office of the Communications Authority (OFCA).
The Hong Kong government continues to drive the
development of the ICT industry through high-level strategic planning, notably the Hong Kong Innovation and Technology Development Blueprint
released in December 2022. This framework establishes four broad development directions—including the enhancement of the I&T
ecosystem and the promotion of ‘new industrialisation’—to transform Hong Kong into an international I&T hub. Recent initiatives
also include the Transport Strategy Blueprint (2026), which leverages artificial intelligence and digitalized traffic management to enhance
urban mobility.
A cornerstone of this support is the Innovation
and Technology Fund (ITF). As of September 30, 2025, the ITF has approved 81,054 funding applications with a total investment of HK$ 54.8
billion. These funds support a diverse range of activities, from R&D and technology adoption to nurturing talent through the Research
Talent Hub, which had supported approximately 15,500 research positions by late 2025.
Hong Kong’s ICT workforce remains robust and is supported by proactive
talent cultivation. In addition to local graduates, the government has streamlined the entry of international experts through the Technology
Talent Admission Scheme (TechTAS). Furthermore, the local startup ecosystem has seen rapid expansion, with nearly 4,700 startups recorded
in 2024, reflecting a 40% growth since 2020 and providing a deep pool of skilled professionals for the digital economy.
3
Sources:
GovHK - Innovation, Technology and Industry Factsheet (January 2026):
https://www.gov.hk/en/about/abouthk/factsheets/docs/technology.pdf
Hong Kong Yearbook 2024 (Chapter 16: Innovation, Technology and Industry):
https://www.yearbook.gov.hk/2024/en/pdf/E16.pdf
HK Government Press Release: Transport Strategy Blueprint (February
6, 2026): https://www.info.gov.hk/gia/general/202602/06/P2026020600696.htm
2026-27 Innovation and Technology Fund Budget: https://www.budget.gov.hk/2026/eng/pdf/itf.pdf
ICT
Industry in ASEAN
The digital economy in Southeast Asia has reached
a significant milestone, with its total Gross Merchandise Value (GMV) surpassing $300 billion in 2025, representing a 15% year-on-year
increase. According to the e-Conomy SEA 2025 Report by Google, Temasek, and Bain & Company, the region has successfully transitioned
toward sustainable monetization, with regional digital revenue projected to reach $135 billion for the 2025 fiscal year.
Growth is increasingly driven by the rapid maturation
of digital financial services and a surge in infrastructure investment. In 2025, the region emerged as a global focal point for Artificial
Intelligence (AI) and cloud infrastructure, supported by significant capital commitments to data centers. Notably, Malaysia has become
one of the fastest-growing digital economies in the region, with its GMV reaching $39 billion in 2025 and capturing a substantial share
of private AI funding.
The hardware and service segments are further bolstered by the expansion
of regional payment connectivity and the integration of AI-powered solutions across e-commerce and travel. Underpinned by these structural
shifts and a disciplined focus on profitability, the Southeast Asian digital economy is positioned for continued expansion, with the long-term
potential to reach a $1 trillion valuation by 2030.
Sources:
Sapna Chadha , Geraldine Lopez (Nov 2025) e-Conomy
SEA 2025: Primed for the next wave of AI-enabled growth: https://business.google.com/en-all/think/consumer-insights/e-conomy-sea-2024/
Bain & Company - e-Conomy SEA 2025 Report: https://www.bain.com/about/media-center/press-releases/sea/e-conomy-sea-2025/
4
ICT
Industry in Malaysia
The Information and Communication Technology (ICT)
industry in Malaysia has entered a phase of accelerated digital transformation, with the market increasingly driven by cloud computing
and artificial intelligence (AI) integration. According to industry data, the Malaysian ICT market was valued at approximately USD 27.20
billion in 2025 and is projected to expand at a Compound Annual Growth Rate (CAGR) of 7.57% through 2029. This growth is underpinned by
the widespread adoption of 5G technology and the digitalization of core industrial sectors, including manufacturing and financial services.
The expansion of the digital economy is further supported by the national
MyDIGITAL initiative and the Malaysia Digital (MD) status framework. These initiatives aim to transform Malaysia into a high-income, digitally-driven
nation and a regional leader in the digital economy by 2030. In 2025, Malaysia significantly bolstered its position as a regional hub
for data centers and AI infrastructure, attracting substantial foreign direct investment into high-tech sectors. This robust ecosystem
provides a favorable environment for our business mentoring and corporate development advisory services, as local ICT enterprises seek
to scale their operations within the regional digital economy.
The
ICT sector in Malaysia is strategically positioned, offering significant opportunities in smart city technologies. Smart city development
in the country harnesses cutting-edge technologies such as 5G, IoT, big data, cloud computing, and AI to enhance services, improve efficiency,
and bolster economic productivity while prioritizing sustainability. These advancements not only reshape the ICT landscape but also position
Malaysia for a prominent role in the future global economy. Overall, Malaysia’s ICT sector is rapidly evolving, driven by digitalization,
government initiatives, and technological progress, making it a vital contributor to the nation’s GDP and socio-economic development.
Sources:
Tech Behemoths – How important is the ICT sector for Malaysia?:
https://techbehemoths.com/blog/how-important-is-the-ict-sector-for-malaysia
Mordor Intelligence – Malaysia ICT Market Size and Share: https://www.mordorintelligence.com/industry-reports/malaysia-ict-market#:~:text=Study%20Period,Players%20sorted%20in%20no%20particular
Mordor Intelligence - Malaysia ICT Market Size & Share Analysis
- Growth Trends & Forecasts (2025 - 2030): https://www.marketresearch.com/Mordor-Intelligence-LLP-v4018/Malaysia-ICT-Size-Share-Growth-40596868/
Technavio – Malaysia Data Center Market Analysis, Size, and
Forecast 2026-2030: https://www.technavio.com/report/data-center-market-industry-in-malaysia-analysis#:~:text=Market%20Size%20%26%20Forecast,Market%20Summary
5
Our
Solutions and Services
Mentoring
We
believe that tech-based entrepreneurs are the vital agents of positive and transformational change across every aspect of our society
and economy. It is our intention to offer mentoring programs to our clients through which we hope to create a sense of community, wherein
our members will be able to grow their companies exponentially through leveraging skillsets and potential capital provided by our organization.
Through creating a sense of community, we have the potential to become one of the IT Corporate Venture Capital (CVC) Companies in the
ASIA region. Our mentors, for the time being and in the foreseeable future, will comprise of the Company’s officers, whom have
extensive experience in the information and computer technology industry. Additionally, our mentors possess, extensive corporate experience,
corporate management skills, professional networking, and industry knowledge which are necessary to guide tech-based entrepreneurs to
the path of success.
The
exact details of our mentoring program will be adjusted on a case-by-case basis, but will follow a certain basic structure. Our primary
focus will be to provide domain knowledge in delivering ICT-enriched learning experiences and best practices through our years of experience
in the ICT and tech-based industry. We intend to provide professional industry-based advice, conduct market analysis, track performance
metrics and corporate development advisory on ASIA-wide ICT aspects. The Company intends to conduct feasibility report based on the industry
average using comparison of common firms performance within the ICT industry.
The
feasibility reports cover seven main areas to clearly identify the pain points that entrepreneurs may encounter within the ICT market:
-
Direction and Strategy
-
Team and Execution
-
Culture and Brand
-
Creativity and Innovation
-
Business Modelling
-
Sustainability
-
Profitability
Match-Making
& Business Opportunities
The
strength and ability of ASIA entrepreneurs are evolving and improving; hence our Company’s mission is to assist these entrepreneurs
to grow globally. SEATech targets emerging-growth entrepreneurs and assist them to sustain their economic positions in the Asia-Pacific
region, as we believe the multilateral business relationship between the countries in these regions has shown a trend of increasing strength
which will continue in the future. We intend to identify emerging-growth entrepreneurs, initially, through word of mouth and existing
industry contacts of our officers and directors, we may also evaluate the possibility of organizing programs or events in future and
to provide a venture pitching platform for tech-based companies seeking venture capital funding. Plans regarding the organizing of events
is in the growth stage, and currently we have not taken measures to finalize such plans. Once entrepreneurs are identified, we will create
linkages between the ecosystem players within the information and communications technology (ICT) industry and assist in solving critical
issue for the continued development of ICT sectors.
6
Technology
Team
It
is the Company’s belief that digital products and services are transforming industries, enriching lives, and propelling progress.
We strongly believe that our team with years of experience in the ICT industry will be able to reinforce the importance of digitization
and incubate promising entrepreneurs in the ICT industry who can shape the country’s future. With the experience of our officers
and directors in this industry, we believe that we are able to benefit our members by making recommendations pursuant to the digital
economy, conducting market analysis, and tracking digital progress metrics throughout Southeast Asia.
Financial
and Corporate Advisory Team
Growing
strong regional entrepreneurs is not our sole aim, we also aspire to build an ICT ecosystem in the region through the tool of securitization
that could assist our clients to compete on the world stage. As such, we have entered into a memorandum of understanding with the National
ICT Association of Malaysia (PIKOM), and GreenPro Capital Corp (NASDAQ: GRNQ) to enter into a partnership to create greater value for
the high-growth emerging companies in the ASIA region. In collaboration with Greenpro, our corporate development advisory services can
be flexible arrangement, custom fitted for members and their needs. We provide advisory services to ascertain that our clients are well
structured and have clearly delineated funding options available in the capital marketplace.
Corporate
Program
Despite
the technological advancements, many small and medium-sized enterprises (SMEs) in ASIA are still low in both technology and skillsets.
With our Corporate Programs, we intend to match and enhance performance of ICT entrepreneurs based upon a spectrum of availability, innovation
environment, regulatory environment, and digital literacy. It is our intention to create corporate programs through which our community
clients may have an opportunity to attend seminars, workshops, promotional events that showcase industry expertise during key cross-countries
Southeast Asia events. All such plans remain in development and we have yet to determine a timeline when such programs will become available.
For
the year ended December 31, 2025, we did not generate revenue due to adverse economic situation. We are continuously exploring new business
opportunities.
Future
Plan
Marketing
The Company intends to position
itself as a provider of corporate advisory and business consulting services, with a focus on supporting entrepreneurs, small and medium-sized
enterprises, and emerging businesses across Asia, particularly within the information and communications technology (“ICT”)
sector. Our marketing strategy is centered on building corporate visibility and credibility through targeted networking, industry engagement,
and selective participation in seminars, workshops, and business events.
In addition, the Company may
selectively organize or participate in small-scale corporate events where we provide advisory insights relating to business development,
capital markets, and industry trends, including developments within the ICT sector.
At this stage, the Company adopts a measured approach to marketing activities, focusing on relationship-driven
opportunities rather than large-scale promotional campaigns.
7
Business Development and Service Offering
The Company intends to develop its advisory services
across several core areas, with a particular focus on ICT-related businesses and opportunities:
1. Business and Corporate Advisory – Providing strategic advice to companies on business development,
operational structuring, and growth planning.
2. Capital Markets and Fundraising Advisory – Supporting clients in evaluating capital market
options, regulatory requirements, and potential fundraising strategies.
3. ICT Sector Advisory and Opportunity Evaluation – Conducting analysis on ICT-related business
models, market trends, and potential opportunities, including supporting early-stage companies through advisory and strategic guidance.
4. Entrepreneur Mentorship and Network Access – Offering guidance to entrepreneurs through knowledge-sharing
sessions and facilitating access to business networks and collaboration opportunities.
5. Family Office and Investment Support Services – Assisting family offices and investment-oriented
clients in evaluating business opportunities, including ICT-related investments, structuring transactions, and providing ongoing strategic
support.
The Company intends to develop these service areas
progressively, based on available resources and market opportunities.
Expansion and Target Market
The Company’s target market includes businesses and entrepreneurs
primarily within Asia, including Southeast Asia, Greater China, and selected regional markets, with particular attention to ICT-related
sectors.
Rather than pursuing rapid expansion, the Company intends to adopt
a disciplined and opportunistic approach to growth, focusing on building a network of experienced professionals, advisors, and strategic
partners in key markets.
The Company may engage senior advisors or partners with relevant industry experience on a selective basis, particularly
in ICT and investment-related fields, depending on business needs and opportunities. Expansion of physical presence and hiring will be
carried out gradually and in line with operational requirements.
Strategic Direction
The Company’s strategic focus is to build
a flexible, advisory-driven platform that supports business growth, investment activities, and cross-border opportunities. While the Company
continues to monitor and analyze developments within the ICT sector, including potential incubation or venture-related opportunities,
its current priority is to establish a stable foundation in advisory, consulting, and investment support services.
The Company may evaluate potential strategic transactions, partnerships, or acquisitions, including opportunities
within the ICT sector, where such opportunities align with its long-term objectives and available resources.
Employees
As
of December 31, 2025, the Company has a total 2 employees. Our Chief Executive Officer and Chief Financial Officer, have flexible working
hours, up to 30 hours per week, but are prepared to devote more time if necessary.
We
do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt
plans in the future. There are presently no personal benefits available to our Officers, Directors or employees.
Government
Regulation
At
present, we are subject to the laws and regulations of the jurisdictions in which we operate, which may include business licensing requirements,
income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and supervisory
requirements.
8
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
1B. UNRESOLVED STAFF COMMENTS
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
1C. CYBERSECURITY
Risk
management and strategy
SEATech
Ventures Corp. acknowledges the crucial necessity of establishing, executing, and sustaining strong cybersecurity measures to secure
our information systems. This is undertaken to uphold the confidentiality, integrity, and accessibility of our data.
We
plan to strategically incorporate cybersecurity risk management into all our comprehensive risk management framework, fostering a corporate
culture that prioritizes cybersecurity at all levels. This integration shall be done in stages so as to guarantee that cybersecurity
factors are ingrained in our decision-making processes throughout the organization. We plan to incorporate a risk management team to
collaborate closely with the IT department, consistently assessing and mitigating cybersecurity risks in alignment with our business
goals and operational requirements.
We
recognize the intricate and ever-changing nature of cybersecurity threats. To address this, we shall collaborate with external experts ,
including cybersecurity assessors and consultants. This cooperation shall involve regular audits, threat assessments, and consultations
to enhance our security measures. These efforts ensure that our cybersecurity strategies adhere to industry best practices and remain
effective in safeguarding our systems.
Understanding
the potential risks associated with third-party service providers, we shall implement stringent processes to oversee and manage these
concerns. We shall conduct thorough security assessments before engaging with any third-party provider and maintain ongoing monitoring
to ensure compliance with our cybersecurity standards. This involves quarterly assessments by our management and continuous evaluations
by our security engineers. This approach is designed to mitigate the risks of data breaches or other security incidents originating from
third-party sources.
We
have not encountered cybersecurity issues that have significantly impacted our operational performance or financial status.
Governance
The
Board of Directors is fully aware of the vital importance of managing cybersecurity risks. To ensure effective governance in handling
these risks, the Board shall implement a strong oversight mechanisms. This reflects our understanding of the significant impact these
threats can have on operational integrity and stakeholder confidence.
ITEM
2. PROPERTIES
At
present, our physical office is in B-23A-02, G-Vestor Tower, Pavilion Embassy, 200, Jalan Ampang, 50450 Kuala Lumpur, Malaysia.
ITEM
3. LEGAL PROCEEDINGS
From
time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation
is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
There are currently no pending legal proceedings or claims that we believe will have a material adverse effect on our business, financial
condition or operating results. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or
has a material interest adverse to our business.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
9
PART
II
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our
common stock is currently quoted on the OTCID under the trading symbol “SEAV.”
We
believe that there is no established public trading market for our shares and we cannot assure you that there will be any liquidity for
shares of our common stock in the future and such quotation reflect inter-dealer prices, without retail mark-up, mark-down or commission
and may not necessarily represent actual transactions.
For
the periods indicated, the following table sets forth the high and low bid prices per share of common stock based on inter-dealer prices,
without retail mark-up, mark-down or commission and may not represent actual transactions.
Fiscal Year 2025
Highest Bid
Lowest Bid
First Quarter
$ 0.06
$ 0.03
Second Quarter
$ 0.07
$ 0.02
Third Quarter
$ 0.39
$ 0.01
Fourth Quarter
$ 0.03
$ 0.02
Holders
As
of April 15, 2026, we had 92,562,343 shares of our Common Stock par value, $.0001 issued and outstanding. There were 496 beneficial
owners of our Common Stock.
Transfer
Agent and Registrar
The
transfer agent for our capital stock is VStock Transfer, LLC, with an address at 18, Lafayette Place, Woodmere, New York 11598 and telephone
number is +1 (212) 828-8436.
Penny
Stock Regulations
The
Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security
that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition
of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities
to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual
incomes exceeding $200,000 individually, or $300,000, together with their spouse).
For
transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities
and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt
transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated
by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable
to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole
market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly
statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market
in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock
and may affect the ability of investors to sell their Common Stock in the secondary market.
In
addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory
Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must
have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced
securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s
financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that
there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements
make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors’
ability to buy and sell our stock.
10
Dividend
Policy
Any
future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our
board of directors out of funds legally available for such purpose. We are under no obligations or restrictions to declare or pay dividends
on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our board of directors currently intends
to retain all earnings for use in the business for the foreseeable future.
Equity
Compensation Plan Information
Currently,
there is no equity compensation plan in place.
Unregistered
Sales of Equity Securities
Currently,
there is no unregistered sales of equity securities.
Purchases
of Equity Securities by the Registrant and Affiliated Purchasers
We
have not repurchased any shares of our common stock during the fiscal year ended December 31, 2025.
ITEM
6. SELECTED FINANCIAL DATA
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
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated
financial statements and the notes to those financial statements appearing elsewhere in this Report.
Certain
statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks
and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c)
anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They
are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,”
“estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,”
“expects,” “management believes,” “we believe,” “we intend,” or the negative of these
words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance
that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking
statements.
The
forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities
laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which
the statements are made or to reflect the occurrence of unanticipated events.
11
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. and SEATech Ventures Sdn.
Bhd. respectively . As part of the Company development, SEATech Ventures (HK) Limited completed
the sale of its 100% equity interests in SEATech Ventures Sdn. Bhd. and SEATech CVC Sdn. Bhd. to Mr. Chin Chee Seong, the former
Chief Executive Officer, President, Secretary, Treasurer and Director, on October 28, 2025.
Currently,
our physical office is in B-23A-02, G-Vestor Tower, Pavilion Embassy, 200, Jalan Ampang, 50450 Kuala Lumpur, Malaysia.
SEATech
Group business activities are mainly 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 Operations
Revenues
for the year ended December 31, 2025 and 2024
The
Company did not generate revenue for the year ended December 31, 2025 and 2024.
Cost
of Revenue and Gross Margin
For
the year ended December 31, 2025 and 2024, the Company did not incur cost of revenue and did not generate gross profit for the year ended
December 31, 2025 and 2024.
Selling
and Distribution Expenses
Selling
and distribution expenses for the year ended December 31, 2025 and 2024 amounted to $0 and $65 respectively. These expenses comprised
expenses on website and website maintenance, marketing and networking event. The decrease of selling and distribution expenses is associated
with the Company did not incur marketing expenses for the year ended December 31, 2025.
12
General
and Administrative Expenses
General
and administrative expenses for the year ended December 31, 2025 and 2024 amounted to $97,302 and $157,382 respectively. These expenses
are comprised of salary, professional fee, compliance fee, office and operation expenses. The decrease of general and administrative
expenses is associated with lesser general and administrative expenses incurred for the year ended December 31, 2025 due to resignation of directors and officers, lesser professional fees.
Other
Income
The
Company recorded an amount of $57,961 and $521 as other income for the year ended December 31, 2025 and 2024 respectively. For the
year ended December 31, 2025, the other income was derived from the gain on disposal of other investment and gain on disposal of
subsidiaries while for the year ended December 31, 2024 the other income was derived from foreign exchange gain.
Net Loss and Net Loss Margin
The
net loss was $39,341 for the year ended December 31, 2025 as compared to $156,926 net loss for the year ended December 31, 2024. The
decrease of net loss of $117,585 was associated with the higher other income derived in the current year and lower general and
administrative expenses incurred for the year ended December 31, 2025.
Liquidity
and Capital Resources
As
of December 31, 2025, we had cash and cash equivalents of $465. We expect increased levels of operations going forward will result in
more significant cash flow and in turn working capital.
We
depend substantially on operating 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.
The
financial statements included in this Annual Report have been prepared in conformity with accounting principles generally accepted in
the United States of America which contemplate continuation of the Company as a going concern. The going-concern basis assumes that assets
are realized and liabilities are extinguished in the ordinary course of business at amounts disclosed on the financial statements. The
Company’s ability to continue as a going concern depends on its ability to generate profitable operations and/or obtain additional
financing to meet its obligations and sustain its operations. For the year ended December 31, 2025, the Company incurred a net loss of
$39,341, suffered accumulated deficit of $1,093,176 and experienced negative cash flows from operating activities of $50,073. These conditions
raise substantial doubt about the ability of the Company to continue as a going concern.
Management Plan
To address these conditions, Management is actively
pursuing several strategic initiatives to improve our liquidity and capital position, especially after transition period of management.
These plans include but not limited to seeking additional private placements of equity, implementing cost-reduction measures in our operations,
and leveraging our recent expansion into corporate advisory services and family office management in Hong Kong and Southeast Asia to
generate immediate fee-based revenue. While there is no guarantee that these efforts will be successful, Management believes these actions
will provide the necessary capital to sustain operations through the 2026 fiscal year.
Cash
Used in Operating Activities
For
the year ended December 31, 2025 and 2024, net cash used in operating activities was $50,073 and $39,982. The cash used in operating
activities was mainly for payment of general and administrative expenses.
Cash
Provided by Financing Activities
For
the year ended December 31, 2025, net cash provided by financing activities was $0. For the year ended December 31, 2024, net cash
provided by financing activities was $22,500. The financing cash flow performance primarily reflects the share subscription received
in advance in the prior year.
Cash
Provided by Investing Activities
For
the financial year ended December 31, 2025, the net cash provided by investing activities was $39,283. For the financial year ended
December 31, 2024, the net cash provided by investing activities was $650. The investing cash flow performance primarily reflects
the divestment in other companies and disposal of subsidiaries.
Credit
Facilities
We
do not have any credit facilities or other access to bank credit.
13
Critical
Accounting Estimates
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.
Management has determined that the Company has no
critical accounting estimates.
Off-Balance
Sheet Arrangements
The
Company has no off-balance sheet arrangements
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The
financial statements required by this item are located in PART IV of this Annual Report.
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
14
ITEM
9A. CONTROLS AND PROCEDURES
Disclosures
Control and Procedures
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over
financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the
supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of
directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America
and includes those policies and procedures that:
●
Pertain to the maintenance
of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
●
Provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and
●
Provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could
have a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent
limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to
reduce, though not eliminate, this risk.
As
of December 31, 2025, 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.
Identified
Material Weakness
A
material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies, that
results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.
Management
identified the following material weakness during its assessment of internal controls over financial reporting as of December 31, 2025.
We
do not have adequate segregation of duties and effective risk assessment – Lack of segregation of duties and effective risk
assessment may cause the Company to face the likelihood of fraud or theft, due to poor oversight, governance and review to detect errors.
Accordingly,
the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual
or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
To mitigate this weakness during the current fiscal
year, the Company has engaged external outsourced accountants to assist with financial reporting and to provide an additional layer of
professional oversight and review of the Company’s accounting records and internal controls.
15
As
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, 2025 based on criteria established in in COSO Internal Control - Integrated Framework (ICIF-2013).
Management’s
Remediation Initiatives
In
an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated,
or plan to initiate, the following series of measures:
1.
We plan to create a position
to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise
within the accounting function. The accounting personnel is responsible for reviewing the financing activities, facilitate the approval
of the financing, record the information regarding the financing, and submit SEC filing related documents to our legal counsel in
order to comply with the filing requirements of SEC.
2.
We intend to add staff
members to our management team for making sure that information required to be disclosed in our reports filed and submitted under
the Exchange Act is recorded, processed, summarized and reported as and when required and will the staff members will have segregated
responsibilities with regard to these responsibilities.
We
anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2026.
Changes
in internal controls over financial reporting
There
was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially
affected, or is reasonably likely to materially affect, our internal controls over financial reporting:
This
annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal
control over financial reporting. Management’s report was not subject to attestation by the Company’s registered independent
public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s
report in this Annual Report on Form 10-K.
ITEM
9B. OTHER INFORMATION
None .
16
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our
executive officers and directors and their respective ages as of the date hereof are as follows:
NAME
AGE
POSITION
Lee Marcus Sherray 1
27
Chief Executive Officer,
President, Director
Loke Sebastian Mun Foo 2
33
Chief Financial Officer,
Treasurer, Secretary
Chin Chee Seong 3
65
Former Chief Executive
Officer, Chief Financial Officer, President, Secretary, Treasurer, Director
Tan See Meng 4
61
Former Director
Cheah Kok Hoong 5
59
Former
Independent Non-Executive Director
Prabodh Kumar A/L Kantilal H. Sheth 6
63
Former Chief Financial Officer
1 On
June 12, 2025, Mr. Lee Marcus Sherray was appointed as the Chief Executive Officer, President and Chairperson of the Board of Directors
of the Company.
2 On
June 12, 2025, Mr. Loke Sebastian Mun Foo was appointed as the Chief Financial Officer, Treasurer and Secretary of the Company.
3 On
June 12, 2025, Mr. Chin Chee Seong resigned as the Company’s Chairperson of the Board of Directors, Chief Executive Officer, Chief
Financial Officer, President, Treasurer, Secretary and Director.
4 On
June 12, 2025, Mr. Tan See Meng resigned as the Company’s Director.
5 On
June 12, 2025, Mr. Cheah Kok Hoong resigned as the Company’s Independent Non-Executive Director.
6 Mr. Prabodh
Kumar A/L Kantilal H. Sheth tendered resignation as the Chief Financial Officer on May 8, 2024.
Set
forth below is a brief description of the background and business experience of our executive officers and directors for the past five
years.
Mr.
Lee Marcus Sherray – President, Chief Executive Officer, Director
On
June 12, 2025, Mr. Lee Marcus Sherray was appointed as the Chief Executive Officer, President and Chairperson of the Board of Directors
of the Company.
Mr.
Lee is a strategic leader with an aptitude for innovation. During his years in The Chinese University of Hong Kong, he co-founded an
e-commerce and delivery platform, CookDuck, securing significant seed funding to drive its growth. Marcus holds a Bachelor’s degree
in History with a minor in Communications (2021). After three years as an educational trainer in Ying Wa College, he honed sharp communication
and leadership skills, now applied to client solutions. Since September 2024, Marcus has served as a Family Office and Trust Services
Specialist at AleeanPeace Family Office Limited (APFO), designing trust solutions and advisory services for clients with multi-million-
to billion-dollar portfolios across the Asia-Pacific region. As a Certified Family Office Planner (CFOP), he guides APFO’s efforts
in wealth management, family office services, succession planning, and corporate finance, strengthening its position as a leader in global
finance. Being a Certified Financial Services Professional (CFsP), Marcus also shapes financial talents at a leading Hong Kong training
institute Hong Kong Financial Services Professionals Association. Marcus is a Chartered Member of the Association of Chartered Wealth
Managers, Hong Kong (ChWM), together with our finance team, he will drive the business development of the Company to develop family office
solutions for clients covering Hong Kong, China, and South East Asia Regions.
Mr.
Loke Sebastian Mun Foo - Chief Financial Officer, Treasurer, Secretary
On
June 12, 2025, Mr. Loke Sebastian Mun Foo was appointed as the Chief Financial Officer, Treasurer and Secretary of the Company.
Mr.
Loke, who graduated with a Bachelors Degree in Accounting and Finance from the University of Hong Kong in 2016, was previously recruited
by Credit Suisse and HSBC Private Banking Hong Kong between 2016 and 2020, working as a Management Trainee and Investment counsellor
respectively, taking care of Ultra High Net Worth clients across Asia. He started his startup, Chartipedia, with 3 partners in Hong Kong
and went to Finland in 2020 to develop their business, with the invitation by xEdu, a Finnish accelerator focusing on EduTech. Chartipedia
focuses on providing high-end data visualization and digital marketing content creation services to corporates, including top financial
institutions in the world. Sebastian returned to Hong Kong in November 2021 and joined Greenpro Capital Corp, a Nasdaq-listed company
(Nasdaq: GRNQ) as a financial advisor for their corporate advisory division, assisting clients to go public on the US Capital Markets.
He is a Chartered Member of the Association of Chartered Wealth Managers, Hong Kong (ChWM), and with his qualifications, experience,
and capabilities, the Company is pleased to have him as our CFO, leading to the development and growth of the business, together with
our CEO, in financial services with focus on multi-family care solutions for family office clients, and the Medium to Ultra High Net
Worth Individual clients.
17
Mr.
Chin Chee Seong – Former President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer,
Director
Mr.
Chin Chee Seong achieved a Bachelor Degree with Honours in Electrical, Electronic and Communication Engineering from National University
of Malaysia (UKM) in 1985. He was the councilor and past chairman of the National ICT Association of Malaysia (PIKOM). He was appointed
as the Honorary Chairman of PIKOM and is currently the Advisor of PIKOM. Additionally, Mr. 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).
Mr.
Chin served as a technical engineer/technical manager of Seniko Sdn. Bhd. from 1985 to 1996. Seniko Sdn. 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. 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.
From
2007 to present, Mr. 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
technology solutions and management services for the amusement industry which including ticketing management, admission control, theatre
ticket management, online e-commerce, membership management, e-commerce, and e-wallet systems. Mr. Chin also served as Independent &
Non-Executive Director at M-Mode Bhd, a digital contents and media company that offers contents through the engagement of devices and
media, from August 14, 2009 to June 7, 2012.
Due
to Mr. Chin’s decades of experience in the ICT industry and his 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.
On
June 12, 2025, Mr. Chin resigned as the Company’s Chairperson of the Board of Directors, Chief Executive Officer, Chief Financial
Officer, President, Treasurer, Secretary and Director.
Mr.
Tan See Meng – Former Director
Mr.
Tan See Meng is the Chief Financial Officer of Edubest Resources Sdn Bhd and Just Supply Chain Sdn Bhd.
Mr.
Tan is a Chartered Accountant of the Malaysian Institute of Accountants (MIA), a fellow member of Association of Chartered Certified
Accountants (FCCA).
Mr.
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
June 12, 2025, Mr. Tan resigned as the Company’s Director.
18
Mr.
Cheah Kok Hoong – Former Independent Non-Executive Director
Mr.
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. Mr. Cheah’s career span over 30 years and have garnered experience
across various industries including business development, mergers and acquisition, business strategy development, regional expansion,
and process engineering across various verticals such as information technology, venture capital, conglomerates, manufacturing, and the
service industry. Additionally, he holds various professional positions which includes the IT advisor to the Sunway Group, Director of
Powerware Systems, and General Partner of Sun SEA Capital. Mr. Cheah is also the Honorary Chairman of the Malaysia Cross Border E-Commerce
Association (MCBEA) since 2019, as well as a Member of the Associated Chinese Chambers of Commerce and Industry of Malaysia (ACCCIM)
under the Finance and Capital Market Consultative Committee since 2018. He is currently the Executive Chairman of SteerQuest Sdn Bhd,
Managing Director of SQ Digital Vision Group Sdn. Bhd. and the Chief Executive Officer of Cognitive Digital Sdn Bhd. In addition, he
is also an Advisor for the Aerospace Engineering Edutech, Angkasa-X Holding.
Mr.
Cheah also serves as an Industrial Advisory Board (IAB) member on both SoftwareONE and Sunway University, where he is dedicated to his
role as the Sunway University Business School’s Adjunct Practice Professor. Furthermore, he is also an IAB member on various boards
within Sunway University itself, including the Department of Computing and Information Systems, the School of Science and Technology,
specifically the Research Centre for Nano-Materials and Energy Technology. In addition, Mr. Cheah is also an External Industry Committee
Member for Master of Business Analytics in the Department of Business Analytics.
Mr.
Cheah is also an instrumental force that has been driving the growth of the Malaysian ICT industry as he is had also previously served
as the Chairman of PIKOM (The National Tech Association of Malaysia) between 2013 to 2015 as well as the Chairman of Human Capital Development,
a Chapter within PIKOM. As of today, he is a renowned advisor to PIKOM’s various sectors and initiatives, namely Cybersecurity,
Venture Investment, and the World Congress on Information Technology (WCIT). On top of that, he also serves as the Chairman of OM (formerly
known as Outsourcing Malaysia) in PIKOM.
Mr.
Cheah’s past achievements include his induction into the PLC Hall of Fame for his leadership and stewardship in promoting the PLC
Leadership programme as part of the National ICT Certification & Standardization Grid (NICS Competence Grid), and the conferment
of PIKOM’s CIO Excellence Award for his outstanding leadership in the ICT adoption in Sunway Group.
Mr.
Cheah holds a Bachelor of Science in Computer Science & Physics from Campbell University, USA and Tunku Abdul Rahman University College,
Malaysia, since 1990.
On
June 12, 2025, Mr. Cheah resigned as the Company’s Independent Non-Executive Director.
Mr.
Prabodh Kumar A/L Kantilal H. Sheth – Former Chief Financial Officer
Mr.
Sheth is the current Chief Executive Officer of ICEE International Sdn. Bhd. and Chief Operations Officer of Cognitive Digital Sdn. Bhd.
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.
Mr.
Prabodh Kumar A/L Kantilal H. Sheth tendered resignation as the Chief Financial Officer o n
May 8, 2024.
19
Involvement
in Certain Legal Proceedings
Our
Directors and our Executive officers have not been involved in any of the following events during the past ten years:
1.
bankruptcy petition filed
by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time;
2.
any conviction in a criminal
proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.
being subject to any order,
judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities;
or
4.
being found by a court
of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal
or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
5.
Such person was found by
a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and
the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6.
Such person was found by
a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities
law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated;
7.
Such person was the subject
of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed,
suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii)
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal
or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;
or
8.
Such person was the subject
of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as
defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of
the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member.
Independence
of Directors
On
June 12, 2025, Mr. Cheah Kok Hoong resigned as the Company’s Independent Non-Executive Director.
The Company expects to identify a director candidate to fill in the resulting vacancy. Neither of our directors is independent under the applicable standards.
Board
Committees
We currently have not established any committees of the Board. Our Board may designate from among its members an executive committee and
one or more other committees in the future. We do not have a nominating committee. Further, we do not have a policy with regard to the
consideration of any director candidates recommended by security holders. To date, other than as described above, no security holders
have made any such recommendations. Our Board performs all functions that would otherwise be performed by committees. Given the present
size of our board, it is not practical for us to have committees. If we are able to grow our business and increase our operations, we
intend to expand the size of our board and allocate responsibilities accordingly.
Audit
Committee
On
June 12, 2025, Mr. Cheah Kok Hoong resigned as the Company’s Independent Non-Executive Director,
who was a member of our Audit Committee . The Company expects to identify candidate to fill
in the resulting vacancy. We have no separate audit committee at this time. The entire Board oversees our audits and auditing procedures. Neither of our directors
is not an “audit committee financial expert” within the meaning of Item 407(d)(5) of SEC Regulation S-K.
According
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. The Company’s website contains a copy of the Audit Committee
Charter. The Audit Committee Charter describes the primary functions of the Audit Committee, including the following:
●
Oversee the Company’s
accounting and financial reporting processes;
●
Oversee audits of the Company’s
financial statements;
20
●
Discuss policies with respect
to risk assessment and risk management, and discuss the Company’s major financial risk exposures and the steps management has
taken to monitor and control such exposures;
●
Review and discuss with
management the Company’s audited financial statements and review with management and the Company’s independent registered
public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing such financial
statements.
●
Recommend to the board
that the Company’s audited financial statements be included in its annual report on Form 10-K for the last fiscal year;
●
Meet separately, periodically,
with management, with the Company’s internal auditors (or other personnel responsible for the internal audit function) and
with the Company’s independent registered public accounting firm;
●
Be directly responsible
for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged
to prepare or issue an audit report for the Company;
●
Take, or recommend that
the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered public accounting
firm; and
●
Review major changes to
the Company’s auditing and accounting principles and practices as suggested by the Company’s independent registered public
accounting firm, internal auditors or management.
Code
of Ethics
Our
board of directors has adopted a code of ethics that applies to all our directors, officers and employees, including our principal executive
officer, principal financial officer and principal accounting officer. The code addresses, among other things, honesty and ethical conduct,
conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities
laws, confidentiality, trading on inside information, and reporting of violations of the code. The code of ethics is available on the
Company’s website at https://www.seatech-ventures.com/.
Shareholder
Proposals
Our
Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors.
The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little
assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum
criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such
nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations
for election or appointment.
A
shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President,
at the address appearing on the first page of this Information Statement.
21
ITEM
11. EXECUTIVE COMPENSATION
The
following table sets forth information concerning the compensation of our principal executive officer
and principal financial officer who served at the end of the year December 31, 2025, for services rendered in all capacities to
us.
Summary
Compensation Table:
Name and
Principal
Position
Period
Salary ($)
Bonus ($)
Stock Awards ($)
Option Awards ($)
Non-Equity Incentive Plan Compensation ($)
Nonqualified Deferred Compensation Earnings ($)
All Other Compensation ($)
Total
($)
Lee Marcus Sherray 1 , Chief Executive Officer, President, Director
For the year ended December 31, 2025
-
-
-
-
-
-
-
-
Loke Sebastian Mun Foo 2 ,
Chief Financial Officer, Treasurer, Secretary
For the year ended December 31, 2025
-
-
-
-
-
-
-
-
Chin Chee Seong 3 , Chief Executive Officer, President, Secretary, Treasurer, Director
For the year ended December 31, 2025
3,750
-
-
-
-
-
-
3,750
For the year ended December 31, 2024
15,000
-
-
-
-
-
-
15,000
Tan See Meng 4 , Director
For the year ended December 31, 2025
-
-
-
-
-
-
1,500
1,500
For the year ended December 31, 2024
-
-
-
-
-
-
6,000
6,000
1 On
June 12, 2025, Mr. Lee Marcus Sherray was appointed as the Chief Executive Officer, President and Chairperson of the Board of Directors
of the Company.
2 On
June 12, 2025, Mr. Loke Sebastian Mun Foo was appointed as the Chief Financial Officer, Treasurer and Secretary of the Company.
3 On
June 12, 2025, Mr. Chin Chee Seong resigned as the Company’s Chairperson of the Board of Directors, Chief Executive Officer, Chief
Financial Officer, President, Treasurer, Secretary and Director.
4 On
June 12, 2025, Mr. Tan See Meng resigned as the Company’s Director.
22
Narrative
Disclosure to Summary Compensation Table
There
are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors
and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material
bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers,
except that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements
in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination
of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.
Stock
Option Grants
We
have not granted any stock options to our executive officers since our incorporation.
Employment
Agreements
As
of the date of the filing of this Form 10-K, we have no written employment agreements with our existing officers and directors. Compensation
was determined after discussion about expected time commitments, remuneration paid by comparable organizations and the flexibility provided
to the Company by not having extended terms and other terms typical of employment agreements. We have no plans or packages providing
for compensation of officers after resignation or retirement.
Compensation
Discussion and Analysis
Director
Compensation
During
the financial period from January 1, 2025 to March 31, 2025, we provided monthly compensation to Mr. Chin Chee Seong, our former Chief Executive
Officer, Chief Financial Officer, President, Secretary, Treasurer and Director, for $1,250 monthly compensation. We also provided monthly
compensation to our former executive director, Mr.
Tan See Meng for $500 monthly compensation and our former independent non-executive director, Mr. Cheah Kok Hoong for $500 monthly
compensation. Upon resignation of these directors, there are no other director compensation provided to the existing directors of
the Company.
Executive
Compensation Philosophy
Our
Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves
the right to pay our executive or any future executives a salary, and/or issue them shares of common stock in consideration for services
rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s
performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance
of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance
base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination
believes such grants would be in the best interests of the Company.
Incentive
Bonus
The
Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the
Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and
growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability
of such executives.
Long-term,
Stock Based Compensation
In
order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award
our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of
Directors, which we do not currently have any immediate plans to award.
23
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
As
of April 15, 2026, the Company has 92,562,343 shares of common stock issued and outstanding, which number of issued and outstanding
shares of common stock have been used throughout this report.
The
following table sets forth, as of April 15, 2026 certain information with regard to the record and beneficial ownership of the Company’s
common stock by (i) each person known to the Company to be the record or beneficial owner of more than 5% of the Company’s common
stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of
the Company as a group:
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
Lee Marcus Sherray 1 ,
Chief Executive Officer, President and Director
-
- %
- %
Loke Sebastian Mun Foo 2 ,
Chief Financial Officer, Treasurer and Secretary
200,000
0.22 %
0.22 %
All of executive officers and director as a group
200,000
0.22 %
0.22 %
Former Executive Officers and Directors
Chin Chee Seong 3 ,
Former Chief Executive Officer, President, Secretary, Treasurer and Director
20,844,587
22.52 %
22.52 %
Tan See Meng 4 ,
Former Director
-
- %
- %
Cheah Kok Hoong 5 ,
Former Independent Non-Executive Director
-
- %
- %
5% or greater shareholders (excluding officers/directors)
Greenpro Asia Strategic SPC 6
42,522,139
45.94 %
45.94 %
STVC Talent Sdn Bhd 7
8,081,800
8.73 %
8.73 %
1 On
June 12, 2025, Mr. Lee Marcus Sherray was appointed as the Chief Executive Officer, President and Chairperson of the Board of Directors
of the Company.
2 On
June 12, 2025, Mr. Loke Sebastian Mun Foo was appointed as the Chief Financial Officer, Treasurer and Secretary of the Company.
3 On
June 12, 2025, Mr. Chin Chee Seong resigned as the Company’s Chairperson of the Board of Directors, Chief Executive Officer, Chief
Financial Officer, President, Treasurer, Secretary and Director. Mr. Chin owns 100% of the issued
and outstanding shares of Metita Sdn. Bhd., therefore, the table above includes the share ownership of Metita Sdn. Bhd. with Mr.
Chin Chee Seong collectively, in the row of Mr. Chin.
4 On
June 12, 2025, Mr. Tan See Meng resigned as the Company’s Director.
5 On
June 12, 2025, Mr. Cheah Kok Hoong resigned as the Company’s Independent Non-Executive Director.
6 Greenpro
Asia Strategic SPC- Greenpro Asia Strategic Fund SPC is owned and controlled by GC Investment Management Limited.
7 Mr.
Wang Sze Yao @ Wang Ming Way is the sole officer, director and controlling shareholder of STVC Talent Sdn. Bhd.
Beneficial
ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to
be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).
In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon
exercise of a n option or warrant) within 60 days of the date as of which the information is provided.
In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned
by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the
following table does not necessarily reflect the person’s actual voting power at any particular date.
(1)
Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power
with respect to securities. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable
or exercisable within 60 days of the date of this table. In determining the percent of common stock owned by a person or entity as
of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including
shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b)
the denominator is the sum of (i) the total shares of common stock outstanding on as of the date of this Annual Report (92,562,343
shares), and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities. Unless
otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.
(2)
Based on the total issued
and outstanding shares of 92,562,343 as of the date of this Annual Report.
24
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE
RELATED
PARTY BALANCES AND TRANSACTIONS
Accounts receivable from related parties (Refer Note 5):
As of
December 31,
2025
(Audited)
As of
December 31,
2024
(Audited)
Accounts receivable, net
- catTHIS Holdings Corp. 1 (net of allowance of $ 115,000 as of December 31, 2025 and December 31, 2024 respectively)
$ -
$ -
Total
$ -
$ -
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
December 31,
2025
(Audited)
As of
December
31,
2024
(Audited)
Account payable:
- GreenPro Financial Consulting Limited 4
$ 285,200
$ 285,200
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):
- AleeanPeace Group Holding Limited 5
20,157
-
- Mr. Raymond Lee Siu Kuen 6
40,205
-
- Mr. Gilbert Loke Che Chan 7
15,393
-
- Mr. Chin Chee Seong (Former Director and Executive Officer, resigned on June 12, 2025)
10,270
15,000
- Mr. Tan See Meng (Former Director, resigned on June 12, 2025)
500
6,000
- Mr. Prabodh Kumar A/L Kantilal H. Sheth (Former Executive Officer, resigned on May 8, 2024)
-
1,250
- Mr. Cheah Kok Hoong (Former Director, resigned on June 12, 2025)
-
5,500
- Asia UBS Global Limited 3
-
12,600
Total
$ 86,525
$ 40,350
The
above other payables to former directors and executive officers represent salary and director fees payable and previous advances to the
Company for its operations.
The
above other payables to AleeanPeace Group Holding Limited, Mr. Raymond Lee Siu Kuen and Mr. Gilbert Loke Che Chan, represent advances
to the Company for its operations.
The
above other payable to Asia UBS Global Limited represent payables due for professional fees.
As of
As of
Investment in related parties:
December 31,
2025
(Audited)
December 31,
2024
(Audited)
AsiaFIN Holdings Corp 1
1,015
1,015
JOCOM Holdings Corp. 2
-
850
catTHIS Holdings Corp. 1
1,900
1,900
Total
$ 2,915
$ 3,765
25
For
the years ended December 31, 2025 and 2024, the Company has following transactions with related parties:
For the year
ended
December 31,
2025
(Audited)
For the year
ended
December 31,
2024
(Audited)
Included in General and administrative are the following expenses to related parties:
Executives’ compensation:
- Mr. Chin Chee Seong (Former Director and Executive Officer, resigned on June 12, 2025)
$ 3,750
$ 15,000
- Mr. Tan See Meng (Former Director, resigned on June 12, 2025)
1,500
6,000
- Mr. Prabodh Kumar A/L Kantilal H. Sheth (former Executive Officer, resigned on May 8, 2024)
-
3,750
Total
$ 5,250
$ 24,750
Non-executive Directors’ compensation:
- Mr. Cheah Kok Hoong (Former Director, resigned on June 12, 2025)
$ 1,500
$ 6,000
Total
$ 1,500
6,000
Company secretary fees:
-Asia UBS Global Limited 3
$ -
$ 5,250
$ -
$ 5,250
Professional fees:
- Asia UBS Global Limited 3
$ -
$ 10,800
1 As
of December 31, 2025, the Company owns 12.26% and 14.99% of interest in AsiaFIN Holdings Corp. and catTHIS Holdings Corp. respectively.
2 Divestment
in JOCOM Holdings Corp. occurred on January 24, 2025 due to the management decision.
3 Asia
UBS Global Limited is a subsidiary of GreenPro Capital Corp. (GRNQ). GRNQ through its wholly owned subsidiaries, owns 3.46% shareholding
in the Company.
4 GreenPro
Financial Consulting Limited is a subsidiary of GreenPro Capital Corp. (GRNQ). GRNQ through its wholly owned subsidiaries, owns 3.46%
shareholding in the Company.
5 Common
management team between the companies.
6 Mr.
Raymond Lee Siu Kuen is the Chief Executive Officer of AleeanPeace Group Holding Limited.
7 Mr.
Gilbert Loke Che Chan is one of the shareholders of the Company.
26
Review,
Approval and Ratification of Related Party Transactions
Given
our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification
of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to
establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so
that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee
thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Below
is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal
years.
For the Year Ended
December 31, 2025
For the Year Ended
December 31, 2024
Audit fees
$ 10,000
$ 25,500
Audit related fees
11,103
10,500
Tax fees
-
-
Total
$ 21,103
$ 36,000
The
category of “Audit fees” includes fees for our annual audit, and services rendered in connection with regulatory filings
with the SEC, such as the issuance of comfort letters and consents.
The
category of “Audit-related fees” includes quarterly reviews, employee benefit plan audits, internal control reviews and accounting
consultation.
All
of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided
by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board
of directors.
27
PART
IV
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
Financial Statements
The
following are filed as part of this report:
Financial
Statements
The
following financial statements of SEATech Ventures Corp. and Report of Independent Registered Public Accounting Firm are presented in
the “F” pages of this Report:
Page
Index
F-1
Report of Independent Registered Public Accounting
Firm
F-2
Financial Statements
Consolidated Balance Sheets
F-3
Consolidated Statements of Operations
F-4
Consolidated Statements of Stockholders’ (Deficit) Equity
F-5
Consolidated Statements of Cash Flows
F-6
Notes to Consolidated Financial Statements
F-7 – F-20
(b)
Exhibits
The
following exhibits are filed or “furnished” herewith:
3.1
Articles of Incorporation**
3.2
Bylaws**
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 Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
Document
104
Cover Page Interactive
Data File (embedded within the Inline XBRL document)
*
Filed herewith.
**
As filed in the Registrant’s Registration Statement on Form S-1 Amendment No. 2 (File No. 333-230479) on May 30, 2019.
28
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: April 15, 2026
By:
/s/
LEE MARCUS SHERRAY
Title:
Chief Executive Officer, President, Director
Date: April 15, 2026
By:
/s/
LOKE SEBASTIAN MUN FOO
Title:
Chief Financial Officer, Treasurer, Secretary
29
INDEX
TO FINANCIAL STATEMENTS
Page
Financial Statements
Report of Independent Registered Public Accounting Firm
F-2
Consolidated Balance Sheets
F-3
Consolidated Statements of Operations and Comprehensive Loss
F-4
Consolidated Statements of Changes in Stockholders’ (Deficit) Equity
F-5
Consolidated Statements of Cash Flows
F-6
Notes to Consolidated Financial Statements
F-7 - F-20
F- 1
J&S
ASSOCIATE PLT
202206000037
(LLP0033395-LCA) & AF002380
(Registered
with PCAOB and MIA)
B-11-14,
Megan Avenue II
12,Jalan
Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia
Tel:
+603-4813 9469
Email
: info@jns-associate.com
Website
: jns-associate.com
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
Board of Directors and Stockholders of
SEATECH
VENTURES CORP.
Opinion
on the Financial Statement
We
have audited the accompanying consolidated balance sheets of SEATech Ventures Corp. and its subsidiaries (the ‘Company’)
as of December 31, 2025 and December 31, 2024, 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
two-years ended December 31, 2025 and December 31, 2024, 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, 2025 and December 31, 2024, and the results of its operations and its cash flows for the two-years ended December 31, 2025 and December 31, 2024, 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 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 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 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. We believe that our audit provides
a reasonable basis for our opinion.
Substantial
Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, to the consolidated financial statements
as of December 31, 2025, the Company incurred a net loss of $39,341, suffered an accumulated deficit of $1,093,176 and experienced negative
cash flows from operating activities of $50,073 as of December 31, 2025. These matter raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s evaluation of the conditions and events that raise substantial doubt about the Company’s
ability to continue as a going concern, and management’s plans to mitigate these matters, are described in Note 2.
These financial statements do not include any adjustments
that may be necessary to reflect the effects on the recoverability and classification of assets and additional liabilities that may arise
if the Company is not able to continue as a going concern. Our opinion is not modified with respect to this matter.
/s/
J&S ASSOCIATE PLT
Certified
Public Accountants
PCAOB
No: 6743
We
have served as the Company’s auditor since 2024.
Kuala
Lumpur, Malaysia
April
15, 2026
F- 2
SEATECH
VENTURES CORP.
CONSOLIDATED
BALANCE SHEETS
AS
OF DECEMBER 31, 2025 AND 2024
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(Audited)
As of December 31,
2025
(Audited)
2024
(Audited)
ASSETS
CURRENT ASSETS
Accounts receivable, net
$ -
$ -
Deposits paid, prepayments and other receivables
7,104
3,476
Cash and cash equivalents
465
12,330
Total current assets
7,569
15,806
NON-CURRENT ASSETS
Investment in other companies
$ 2,915
$ 3,765
Total non-current assets
2,915
3,765
TOTAL ASSETS
$ 10,484
$ 19,571
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Account payable
$ 285,200
$ 285,200
Other payables and accrued liabilities
106,750
77,044
Share subscription received in advance
-
42,500
Total current liabilities
391,950
404,744
TOTAL LIABILITIES
$ 391,950
$ 404,744
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, 92,562,343 and 92,519,843 shares issued and outstanding as of December 31, 2025 and 2024 respectively
9,256
9,252
Additional paid-in capital
702,454
659,958
Accumulated other comprehensive loss
-
( 548 )
Accumulated deficit
$ ( 1,093,176 )
$ ( 1,053,835 )
TOTAL STOCKHOLDERS’ DEFICIT
$ ( 381,466 )
$ ( 385,173 )
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
$ 10,484
$ 19,571
See
accompanying notes to consolidated financial statements.
F- 3
SEATECH
VENTURES CORP.
CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR
THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(Audited)
For the year
ended
December 31,
2025
(Audited)
For the year
ended
December 31,
2024
(Audited)
REVENUE
$ -
$ -
COST OF REVENUE
-
-
GROSS PROFIT
$ -
$ -
OTHER INCOME
Gain from disposal of other investments
38,433
-
Gain from disposal of subsidiaries
19,528
-
Gain on foreign exchange
-
521
TOTAL OTHER INCOME
57,961
521
SELLING AND DISTRIBUTION EXPENSES
-
( 65 )
GENERAL AND ADMINISTRATIVE EXPENSES
( 97,302 )
( 157,382 )
LOSS BEFORE INCOME TAXES
$ ( 39,341 )
$ ( 156,926 )
INCOME TAXES PROVISION
-
-
NET LOSS
( 39,341 )
( 156,926 )
OTHER COMPREHENSIVE INCOME/(LOSS)
Foreign exchange translation gain/(loss)
548
( 261 )
TOTAL COMPREHENSIVE LOSS
$ ( 38,793 )
$ ( 157,187 )
Net loss per share- Basic and diluted (cent)
0.00
( 0.00 )
Weighted average number of common shares outstanding - Basic and diluted
92,551,864
111,420,677
See
accompanying notes to consolidated financial statements.
F- 4
SEATECH
VENTURES CORP.
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY
FOR
THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(Audited)
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 )
Cancellation of shares on November 12, 2024
for termination of acquisition of Just Supply Chain Limited
( 21,831,660 )
( 2,183 )
2,183
-
-
-
Foreign exchange translation loss
-
-
-
( 261 )
-
( 261 )
Net loss
-
-
-
-
( 156,926 )
( 156,926 )
Balance as of December 31, 2024
92,519,843
$ 9,252
$ 659,958
$ ( 548 )
$ ( 1,053,835 )
$ ( 385,173 )
Balance
92,519,843
$ 9,252
$ 659,958
$ ( 548 )
$ ( 1,053,835 )
$ ( 385,173 )
Issuance of shares
42,500
4
42,496
-
-
42,500
Foreign exchange translation gain
-
-
-
548
-
548
Net loss
-
-
-
-
( 39,341 )
( 39,341 )
Net profit (loss)
-
-
-
-
( 39,341 )
( 39,341 )
Balance as of December 31, 2025
92,562,343
$ 9,256
$ 702,454
$ -
$ ( 1,093,176 )
$ ( 381,466 )
Balance
92,562,343
$ 9,256
$ 702,454
$ -
$ ( 1,093,176 )
$ ( 381,466 )
See
accompanying notes to consolidated financial statements
F- 5
SEATECH
VENTURES CORP.
CONSOLIDATED
STATEMENT OF CASH FLOWS
FOR
THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency
expressed in United States Dollars (“US$”))
(Audited)
For the year
ended
December 31,
2025
(Audited)
For the year
ended
December 31,
2024
(Audited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
$ ( 39,341 )
$ ( 156,926 )
Adjustments to reconcile net loss to net cash used in operating activities:
Gain from disposal of other investments
( 38,433 )
-
Gain from disposal of subsidiaries
( 19,528 )
-
Written off on the amount due from former subsidiaries
11,571
-
Changes in operating assets and liabilities:
Accounts receivable
-
149,500
Account payable
-
( 39,000 )
Deposits paid, prepayments and other receivables
555
( 1,159 )
Other payables and accrued liabilities
34,282
7,603
Amount due from former subsidiaries
821
-
Net cash used in operating activities
( 50,073 )
( 39,982 )
CASH FLOW FROM INVESTING ACTIVITIES:
Proceeds from disposal of investment
39,283
-
Refund of investment in other companies
-
650
Net cash provided by investing activities
39,283
650
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of shares
42,500
-
Share subscription received in advance
( 42,500 )
22,500
Net cash provided by financing activities
-
22,500
Effect of exchange rate changes on cash and cash equivalents
( 1,075 )
( 230 )
Net change in cash and cash equivalents
( 11,865 )
( 17,062 )
Cash and cash equivalents, beginning of year
12,330
29,392
CASH AND CASH EQUIVALENTS, END OF YEAR
$ 465
$ 12,330
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid
$ -
$ -
Interest paid
$ -
$ -
See
accompanying notes to consolidated financial statements.
F- 6
SEATECH
VENTURES CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
1.
ORGANIZATION AND BUSINESS BACKGROUND
SEATech
Ventures Corp. (“the Company”) was incorporated on April 2, 2018 under the laws of the state of Nevada.
The
Company, through its subsidiaries, engages in providing business mentoring, nurturing, incubating and corporate development advisory
services to ICT and technology-based companies.
On
May 2, 2018, the Company acquired 100 % of the equity interests in SEATech Ventures Corp (herein referred as the “Malaysia Company”),
a private limited company incorporated in Labuan, Malaysia.
On
December 21, 2018, SEATech Ventures Corp, the Malaysia Company acquired SEATech Ventures (HK) Limited (herein referred as the “Hong
Kong Company”), a private limited company incorporated in Hong Kong.
On
October 4, 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 3, 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 and Director, Mr. Chin Chee Seong, with consideration
of MYR 1.
On
October 13, 2023, the Company issued 21,831,660
shares of its 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 6, 2024, the acquisition has been cancelled due to factors that came to light on the valuation of
the entity, resulted on July 01, 2024, the 21,831,660 shares
were returned to the Company and were held as treasury shares, subsequently cancellation of the shares on November 12, 2024.
On
October 28, 2025, SEATech Ventures (HK) Limited completed the sale of its 100 % equity interests in SEATech Ventures Sdn. Bhd. and
SEATech CVC Sdn. Bhd. to Mr. Chin Chee Seong, with total consideration of MYR 20,001 (equivalents to US$ 4,742 ).
Details
of the Company’s subsidiaries:
SCHEDULE OF COMPANY’S 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$1
Business mentoring,
nurturing and incubation, and corporate development advisory services
100
%
F- 7
SEATECH
VENTURES CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
Business
Overview
SEATech
Ventures Corp. is a company 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 primarily 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 within a competitive
environment. The program aims to improve the technical exposure of our clients and to improve their sustainability in the ICT industry
community through a combination of mentorship programs.
For
the year ended December 31, 2025, we did not generate revenue due to adverse economic situation. We are continuously exploring new business
opportunities.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The
accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this
note and elsewhere in the accompanying consolidated financial statements and notes.
Basis
of presentation
The
consolidated financial statements for SEATech Ventures Corp. and its subsidiaries for the year ended December 31, 2025 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., its wholly owned subsidiaries, SEATech Ventures Corp. and SEATech Ventures (HK) Limited. Intercompany accounts
and transactions have been eliminated on consolidation. The Company has adopted December 31 as its fiscal year end.
Basis
of consolidation
The
consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company is the primary beneficiary.
All inter-company accounts and transactions have been eliminated upon consolidation.
Related
party
A
related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families,
(ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control
with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction
is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Transactions
involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive,
free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related
party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations
can be substantiated.
Stock
Cancellation and Reissuance Policy
The Company may cancel shares of its Common Stock that have been reacquired or forfeited under equity compensation arrangements. Canceled
shares are retired and removed from the issued and outstanding share count in accordance with applicable corporate law and the Company’s
Articles of Incorporation.
Upon
cancellation, the par value of the shares is deducted from common stock, and any excess of the reacquisition cost over par value is charged
against Additional Paid-In Capital (APIC) or retained earnings, as applicable. If the original issuance price is not known or determinable,
the cost is first charged to APIC to the extent available, with any remaining amount charged to retained earnings.
The
Company accounts for treasury stock transactions using the cost method in accordance with ASC 505-30, Equity: Treasury Stock. Treasury
shares may be reissued for purposes such as the settlement of employee equity awards, acquisitions, or other corporate needs.
Upon
reissuance of treasury shares, the proceeds are credited to treasury stock at the cost of the shares, and any difference between the
reissuance price and the cost is recorded as an adjustment to APIC. If the reissuance price exceeds the cost, the excess is credited
to APIC; if it is less than the cost, the shortfall is first charged to APIC (to the extent available), with any remaining amount charged
to retained earnings.
Reissued
shares are included in the number of shares issued and outstanding from the date of reissuance.
F- 8
SEATECH
VENTURES CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
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.
We have not generated any revenue to date.
Cost
of revenue
Cost
of revenue includes the cost of services and product in providing business mentoring, nurturing, incubating and corporate development
advisory services.
We have not incurred any cost of revenue to date.
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. All equity investments without readily determinable fair value are assessed for impairment when events or
changes in circumstances indicate that the carrying amounts may not be recoverable, and measured at cost minus impairment, if any,
plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the
same issuers. The recoverable value of the investment was determined based on the Company’s best estimate of the amount that
could be realized from the investment, which considered the latest financial information. Gains and losses on these securities are
recognized in other income and expenses. At December 31, 2025, the Company had two investments in equity securities with carrying
value of $ 2,915 .
At December 31, 2024, the Company had three investments in equity securities with carrying value of $ 3,765 .
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.
F- 9
SEATECH
VENTURES CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
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
The
provision of income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 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 in the normal
course of business. As of December 31, 2025, the Company incurred a net loss of $ 39,341 ,
had an accumulated deficit of $ 1,093,176
and experienced negative cash flows from operating activities of $ 50,073 .
These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the
date that these financial statements are issued.
The
Company is currently in an early stage of development and has not yet generated sufficient revenues to support its operations. The Company’s
ability to continue as a going concern is dependent upon its ability to generate profitable operations and/or obtain additional financing
to meet its obligations and sustain its operations.
Management
has evaluated the significance of these conditions in relation to the Company’s ability to meet its obligations as they become
due within one year after the date that the financial statements are issued. To address these conditions, Management is actively pursuing several strategic initiatives to improve our liquidity
and capital position, especially after transition period of management. These plans include but not limited to seeking additional private
placements of equity, implementing cost-reduction measures in our operations, and leveraging our recent expansion into corporate advisory
services and family office management in Hong Kong and Southeast Asia to generate immediate fee-based revenue. While there is no guarantee
that these efforts will be successful, Management believes these actions will provide the necessary capital to sustain operations through
the 2026 fiscal year.
While
management believes that these plans, if successfully implemented, will provide the Company with sufficient liquidity to meet its obligations,
there can be no assurance that such financing or business opportunities will be available on acceptable terms, or at all. Accordingly,
substantial doubt about the Company’s ability to continue as a going concern remains.
The
financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts
and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
F- 10
SEATECH
VENTURES CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
Net
loss per share
The
Company calculates net loss per share in accordance with ASC Topic 260 “ Earnings per share ”. Basic loss per share
is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per
share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common
shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares
were dilutive.
For the years ended December 31, 2025 and December
31, 2024, diluted weighted-average common shares outstanding is equal to basic weighted average common shares, due to the Company’s
net loss position. Hence no common stock equivalents were included in the computation of diluted net loss per shares since such inclusion
would have been antidilutive.
Foreign
currencies translation
The
reporting currency of the Company and its subsidiaries in Labuan and Hong Kong, are United States Dollars (“US$”), while
its former 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.
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 year ended
December 31,
2025
2024
Year-end RM : US$1 exchange rate
4.05
4.47
Year-average RM : US$1 exchange rate
4.27
4.58
Year-end HK$: US$1 exchange rate
7.78
7.77
Year-average HK$ : US$1 exchange rate
7.78
7.80
Related
parties
Parties,
which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control
the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also
considered to be related if they are subject to common control or common significant influence.
F- 11
SEATECH
VENTURES CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
Fair
value of financial instruments:
The
carrying value of the Company’s financial instruments: cash and cash equivalents, subscription receivables, prepayment and deposits,
accounts payable, and other payables and accrued liabilities 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.
Recent
accounting pronouncements
In November 2024, the FASB issued ASU 2024-03,
Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses,
such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included
in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the
issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic
220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning
after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption
is permitted. The Company is currently evaluating the effect of adopting of this ASU.
In December 2025, the FASB issued ASU 2025-11
“Interim Reporting (Topic 270): Narrow-Scope Improvements”. This ASU provides a comprehensive list of required interim disclosures
and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have
a material impact on the entity. This ASU is effective for interim reporting periods beginning after December 15, 2027. Early adoption
is permitted. The Company is currently evaluating the effect of adopting of this ASU.
In December 2025, the FASB issued ASU 2025-12
“Codification Improvements”. This ASU represents changes to the Codification that (1) clarify, (2) correct errors, or (3)
make minor improvements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within
those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the effect of adopting of this ASU.
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- 12
SEATECH
VENTURES CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
3.
COMMON STOCK
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, resulted on July 01, 2024, the 21,831,660 shares
were returned to the Company and were held as treasury shares, subsequently cancellation of the shares on November 12, 2024.
As of December 31, 2024 and 2023, the Company had received proceeds and entered into binding subscription agreements
for 22,500 shares and 20,000 shares respectively, that were issued in April 2025. The Company had no remaining substantive performance
obligations, and the investors were irrevocably committed to the transactions as of the balance sheet date, with no conditions precedent
remaining. On
April 18, 2025, the Company issued 42,500 shares of common stock to four investors at $ 1.00 per share pursuant to subscription
agreements. Although the shares were physically issued in April 2025, they were backdated and treated as effective as of March 31, 2025.
As
of December 31, 2025, SEATech Ventures Corp. has an issued and outstanding common share of 92,562,343 .
4.
DISPOSAL OF SUBSIDIARIES
On
October 28, 2025, the Company completed the sale of its 100 %
equity interests in SEATech Ventures Sdn. Bhd. and SEATech CVC Sdn. Bhd. (collectively, the “Disposed Subsidiaries”) to
the former Chief Executive Officer, Chief Financial
Officer, President, Secretary, Treasurer, Director, Mr. Chin Chee Seong. Under the terms of agreement, the Company received
total consideration of MYR 20,001
(equivalents to US$ 4,742 ) ,
consisting of assumption of liabilities, payable upon closing. The transaction was approved by the Company’s Board of
Directors on September 30, 2025.
During
the period ended October 28, 2025 ,
the Company recorded a gain from the disposal of subsidiaries amounted $ 19,528 .
F- 13
SEATECH
VENTURES CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
The
following table summarizes the assets and liabilities of the disposal of subsidiaries included in the consolidated balance sheet indicated:
SCHEDULE
OF ASSETS AND LIABILITIES OF THE DISPOSAL OF SUBSIDIARIES
Prepayments and deposits
$ 594
Cash and cash equivalents
2,508
Amount due from related parties
11,095
Other payables and accrued liabilities
( 3,045 )
Amount due to related parties
( 24,989 )
Net liabilities of the subsidiaries
( 13,837 )
Other comprehensive income
( 949 )
Consideration
( 4,742 )
Gain from disposal of subsidiaries
$ 19,528
5.
ACCOUNTS RECEIVABLE
SCHEDULE
OF ACCOUNTS RECEIVABLE
As of
December 31,
2025
(Audited)
As of
December 31,
2024
(Audited)
Accounts receivable, gross
$ 115,000
$ 115,000
Allowance for expected credit loss
( 115,000 )
( 115,000 )
Accounts receivable, net
$ -
$ -
The
movement in the allowance for expected credit loss for the years ended December 31, 2025 and December 31, 2024 were as follows:
SCHEDULE OF ALLOWANCE FOR EXPECTED CREDIT LOSS
As of
December 31,
2025
(Audited)
As of
December 31,
2024
(Audited)
Balance at beginning of the year
$ 115,000
$ 115,000
Additions of allowance
-
-
Balance at end of the 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- 14
SEATECH
VENTURES CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
6.
DEPOSITS PAID, PREPAYMENTS AND OTHER RECEIVABLES
Deposits
paid, prepayments and other receivables consisted of the following as of December 31, 2025 and December 31, 2024:
SCHEDULE
OF DEPOSITS PAID, PREPAYMENTS AND OTHER RECEIVABLES
As of
As of
December 31,
2025
(Audited)
December 31,
2024
(Audited)
Deposits paid
262
273
Prepayments
2,100
1,355
Other receivables 1
4,742
1,848
Total deposits paid, prepayments and other receivables
$ 7,104
$ 3,476
As of December 31, 2025, the other receivable represents
proceed from disposal of the subsidiaries receivable from the former Chief Executive Officer, Chief Financial Officer, President, Secretary,
Treasurer and Director, Mr, Chin Chee Seong (refer Note 13).
7.
INVESTMENT IN OTHER COMPANIES
SCHEDULE OF INVESTMENTS
As of
As of
December 31,
2025
(Audited)
December 31,
2024
(Audited)
AsiaFIN Holdings Corp 1
1,015
1,015
JOCOM Holdings Corp. 2
-
850
catTHIS Holdings Corp. 3
1,900
1,900
Total investment in other companies
$ 2,915
$ 3,765
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 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, 2025, the Company acquired 12.26 %
interest in AsiaFIN Holdings Corp.
2
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. was a
strategic investment of the Company. As of September 30, 2024, the Company acquired a further 14.74 %
interest in JOCOM Holdings Corp. On January 24, 2025, the Company sold all 8,500,000 shares
of Jocom’s common stock to an unrelated party, Chu, Hon Pong at a price of $ 39,283 .
As the investment was carried at a cost of $ 850 as
of December 31, 2024, the Company recognized a gain on disposal of their investment with the amount of $ 38,433 for
the year ended December 31, 2025.
3
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 December
31, 2025, the Company acquired 14.99 % interest in catTHIS Holdings Corp.
8.
ACCOUNT PAYABLE
SCHEDULE OF ACCOUNT PAYABLE
As of
December 31,
2025
(Audited)
As of
December 31,
2024
(Audited)
Account payable
$ 285,200
$ 285,200
Total account payable
$ 285,200
$ 285,200
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.
F- 15
SEATECH
VENTURES CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
9.
OTHER PAYABLES AND ACCRUED LIABILITIES
SCHEDULE OF OTHER PAYABLES AND
ACCRUED LIABILITIES
As of
As of
December 31,
2025
(Audited)
December 31,
2024
(Audited)
Other payables 1
$ 81,507
$ -
Accrued audit fees
13,600
30,682
Accrued professional fees
6,624
18,612
Accrued expenses 2
5,019
27,750
Total payables and accrued liabilities
$ 106,750
$ 77,044
1
Other payables
include amount owing to related parties for advances to the Company for its operations (refer Note 13).
2
Accrued expenses include compensation payable to our former directors and officers, amounting to $ 5,019 and $ 27,750 as of December 31, 2025 and 2024 respectively (refer Note 13).
10.
INCOME TAXES
For
the year ended December 31, 2025 and year ended December 31, 2024, the local (United States) and foreign components of profit/(loss)
before income taxes were comprised of the following:
SCHEDULE OF LOSS BEFORE INCOME TAXES
For the year
ended
December 31,
2025
For the year
ended
December 31,
2024
Tax jurisdictions from:
- Local
$ ( 56,516 )
$ ( 87,345 )
- Foreign, representing
Labuan
26,832
( 33,519 )
Hong Kong
( 7,240 )
( 30,104 )
Malaysia
( 2,417 )
( 5,958 )
Loss before income tax
$ ( 39,341 )
$ ( 156,926 )
F- 16
SEATECH
VENTURES CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
The
provision for income taxes consisted of the following:
SCHEDULE OF PROVISION FOR INCOME TAXES
For the year
ended
December 31,
2025
For the year
ended
December 31,
2024
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, Malaysia 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 December 31, 2025,
the operations in the United States of America incurred $ 687,817 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 $ 550,253 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 its assessable profit.
Hong
Kong
SEATech
Ventures Corp. 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.
F- 17
SEATECH
VENTURES CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
11.
NET LOSS PER SHARE
Basic
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, 2025 and 2024:
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,
2025
(Audited)
For the year
ended
December 31,
2024
(Audited)
Net loss attributable to common shareholders
$ ( 39,341 )
$ ( 156,926 )
Weighted average common shares outstanding – Basic and diluted
92,551,864
111,420,677
Net loss per share – Basic and diluted (cent)#
$ ( 0.00 )
$ ( 0.00 )
# For the year ended
December 31, 2025 and 2024, 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.
12.
RELATED PARTY BALANCES AND TRANSACTIONS
SCHEDULE
OF RELATED PARTY BALANCES AND TRANSACTIONS
Accounts receivable from related parties (Refer Note 5):
As of
December 31,
2025
(Audited)
As of
December 31,
2024
(Audited)
Accounts receivable, net
- catTHIS Holdings Corp. 1 (net of allowance of $ 115,000 as of December 31, 2025 and December 31, 2024 respectively)
$ -
$ -
Total
$ -
$ -
Accounts receivable from related parties
$ -
$ -
The
above related party receivables are trade in nature and subject to normal trade terms.
Other
receivable from related parties (Refer Note 6):
As
of
December
31, 2025
(Audited)
As
of
December
31, 2024
(Audited)
Other
receivable
$ 4,742
$ 1,848
$ 4,742
$ 1,848
As
of December 31, 2025, the other receivable represents proceed from disposal of the subsidiaries receivable from the former Chief Executive
Officer, Chief Financial Officer, President, Secretary, Treasurer and Director, Mr, Chin Chee Seong.
Account payable due to related parties (Refer Note 8):
As of
December 31,
2025
(Audited)
As of
December 31,
2024
(Audited)
Account payable:
- GreenPro Financial Consulting Limited 4
$ 285,200
$ 285,200
Accounts
payable
$ 285,200
$ 285,200
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):
- AleeanPeace Group Holding Limited 5
20,157
-
- Mr. Raymond Lee Siu Kuen 6
40,205
-
- Mr. Gilbert Loke Che Chan 7
15,393
-
- Mr. Chin Chee Seong (Former Director and Executive Officer, resigned on June 12, 2025)
10,271
15,000
- Mr. Tan See Meng (Former Director, resigned on June 12, 2025)
500
6,000
- Mr. Prabodh Kumar A/L Kantilal H. Sheth (Former Executive
Officer, resigned on May 8, 2024)
-
1,250
- Mr. Cheah Kok Hoong (Former Director, resigned on June 12, 2025)
-
5,500
- Asia UBS Global Limited 3
-
12,600
Total
$ 86,526
$ 40,350
Other payables due to
related parties
$ 86,526
$ 40,350
The
above other payables to former directors and executive officers represent salary and director fees payable and advances to the Company
for its operations.
The
above other payables to AleeanPeace Group Holding Limited, Mr. Raymond Lee Siu Kuen and Mr. Gilbert Loke Che Chan, represent advances
to the Company for its operations.
The
above other payable to Asia UBS Global Limited represent payables due for professional fees.
F- 18
SEATECH
VENTURES CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
As of
As of
Investment in related parties:
December 31,
2025
(Audited)
December 31,
2024
(Audited)
AsiaFIN Holdings Corp 1
1,015
1,015
JOCOM Holdings Corp. 2
-
850
catTHIS Holdings Corp. 1
1,900
1,900
Total
$ 2,915
$ 3,765
Investment in related
parties
$ 2,915
$ 3,765
For
the years ended December 31, 2025 and 2024, the Company has following transactions with related parties:
For the year
ended
December 31,
2025
(Audited)
For the year
ended
December 31,
2024
(Audited)
Included in General and administrative are the following expenses to related parties:
Executives’ compensation:
- Mr. Chin Chee Seong (Former Director and Executive Officer, resigned on June 12, 2025)
$ 3,750
$ 15,000
- Mr. Tan See Meng (Former Director, resigned on June 12, 2025)
1,500
6,000
- Mr. Prabodh Kumar A/L Kantilal H. Sheth (former Executive Officer, resigned on May 8, 2024)
-
3,750
Total
$ 5,250
$ 24,750
Executives’
compensation
$ 5,250
$ 24,750
Non-executive Directors’ compensation:
- Mr. Cheah Kok Hoong (Former Director, resigned on June 12, 2025)
$ 1,500
$ 6,000
Total
$ 1,500
6,000
Non-executive Directors’ compensation
$ 1,500
6,000
Company secretary fees:
-Asia UBS Global Limited 3
$ -
$ 5,250
Company secretary
fees
$ -
$ 5,250
Professional fees:
- Asia UBS Global Limited 3
$ -
$ 10,800
Professional
fees
$ -
$ 10,800
1 As of December
31, 2025, the Company owns 12.26 % and 14.99 % of interest in AsiaFIN Holdings Corp. and catTHIS Holdings Corp. respectively.
2 Divestment in JOCOM
Holdings Corp. occurred on January 24, 2025 due to the management decision.
3 Asia UBS Global
Limited is a subsidiary of GreenPro Capital Corp. (GRNQ). GRNQ through its wholly owned subsidiaries, owns 3.46 % shareholding in the
Company.
4 GreenPro Financial
Consulting Limited is a subsidiary of GreenPro Capital Corp. (GRNQ). GRNQ through its wholly owned subsidiaries, owns 3.46 % shareholding
in the Company.
5 Common management
team between the companies.
6 Mr. Raymond Lee
Siu Kuen is the Chief Executive Officer of AleeanPeace Group Holding Limited.
7 Mr. Gilbert Loke
Che Chan is one of the shareholders, owns 1.35 % shareholding in the Company.
F- 19
SEATECH
VENTURES CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
13.
CONCENTRATIONS OF RISKS
(a)
Major customers
For
the years ended December 31, 2025 and 2024, the Company did not generate revenue.
(b)
Major vendors
For
the years ended December 31, 2025 and 2024, the Company did not have purchases.
(c)
Credit risk
Financial
instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration
of credit risk in its trade receivables 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.
(d) Liquidity risk
For the year ended December 31, 2025, the Company
incurred a net loss of $ 39,341 , suffered accumulated deficit of $ 1,093,176 and experienced negative cash flows from operating activities
of $ 50,073 . These conditions raise substantial doubt about the ability of the Company to continue as a going concern.
14.
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.
The
Company had no inter-segment sales for the years 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 year ended December 31, 2025
United States
Malaysia
Hong Kong
Total
Revenues
$ -
$ -
$ -
$ -
Cost of revenues
-
-
-
-
Net loss
( 56,516 )
24,415
( 7,240 )
( 39,341 )
Total assets
$ 2,110
$ 3,370
$ 5,004
$ 10,484
United States
Malaysia
Hong Kong
Total
For the year ended December 31, 2024
United States
Malaysia
Hong Kong
Total
Revenues
$ -
$ -
$ -
$ -
Cost of revenues
-
-
-
-
Net loss
( 87,345 )
( 39,477 )
( 30,104 )
( 156,926 )
Net (loss)/profit
( 87,345 )
( 39,477 )
( 30,104 )
( 156,926 )
Total assets
$ 1,310
$ 17,380
$ 881
$ 19,571
*Revenues
and costs are attributed to countries based on the location of customers.
15. COMMITMENT AND CONTINGENCIES
As of December 31, 2024 and 2025, the Company did
no t have any capital commitments and contingencies.
16.
SUBSEQUENT EVENTS
In
accordance with ASC Topic 855, “ Subsequent Events ”, which establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all subsequent
events through the filing date of this Form 10-K with the SEC, to ensure that this filing includes appropriate disclosure of events both
recognized in the financial statements as of December 31, 2025, and events which occurred subsequently but were not recognized in the
financial statements. During the year, there was no subsequent event that required recognition or disclosure.
F- 20
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.