What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-04-16 compared with 2025-04-15 · 117 added, 151 removed, 6 unchanged (98% of the section changed)

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

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.

SEATech Ventures Corp.

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

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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.

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.

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

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.

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.

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.

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.

and SEATech Ventures Sdn.

respectively .

which both companies are in Malaysia, as part of our business development initiative.

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.

As part of the Company development, SEATech Ventures (HK) Limited completed

the sale of its 100% equity interests in SEATech Ventures Sdn.

and SEATech CVC Sdn.

Chin Chee Seong, the former

Chief Executive Officer, President, Secretary, Treasurer and Director, on October 28, 2025.

our physical office is in B-23A-02, G-Vestor Tower, Pavilion Embassy, 200, Jalan Ampang, 50450 Kuala Lumpur, Malaysia.

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.

As part of our expansion

plan, on September 20, 2022 Greenpro Capital Corp.

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 global consulting firm BCG, the asset tokenization market will grow

50 times from US$310 billion in this year, to US$16.1 trillion by 2030, driven by demand from a wide range of investors for greater access

to private markets (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.

Results of Operations

Revenues for the year ended December 31, 2024 and 2023

The Company generated revenue of $0 and $328,340 for

the year ended December 31, 2024 and 2023.

The revenue represented income from provision of business mentoring, nurturing and incubation

services relating to client businesses and corporate development advisory services.

A decrease of revenue was due no revenue deal

flow during the year ended December 31, 2024.

Cost of Revenue and Gross Margin

For the year ended December 31, 2024 and 2023, cost

incurred in providing corporate development advisory services is $0 and $251,700.

The decrease of cost of revenue is associated with the

decrease in revenue for the year ended December 31, 2024.

The Company generates gross profits of $0 and $76,640 for the year ended December

31, 2024 and 2023.

Selling and Distribution Expenses

Selling and distribution expenses for the year ended

December 31, 2024 and 2023 amounted to $65 and $835 respectively.

These expenses comprised expenses on website and website maintenance,

marketing and networking event.

The decrease of selling and distribution expenses is associated with lesser marketing expenses incurred

for the year ended December 31, 2024.

General and Administrative Expenses

General and administrative expenses for the year ended

December 31, 2024 and 2023 amounted to $157,382 and $378,634 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, 2024.

The Company recorded an amount of $521 and $0 as other

income for the year ended December 31, 2024 and 2023 respectively.

This income is derived from the foreign exchange gain.

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.

of Operations

for the year ended December 31, 2025 and 2024

Company did not generate revenue for the year ended December 31, 2025 and 2024.

of Revenue and Gross Margin

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.

and Distribution Expenses

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.

and Administrative Expenses

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.

Company recorded an amount of $57,961 and $521 as other income for the year ended December 31, 2025 and 2024 respectively.

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 $156,926 for the year ended December

31, 2024 as compared to $302,829 for the year ended December 31, 2023.

The decrease in net loss of $145,903 was associated with the lesser

general and administrative expenses incurred for the year ended December 31, 2024.

Taking into the loss for the year ended December 31,

2024, the accumulated loss for the Company has increased from $896,909 to $1,053,835.

Liquidity and Capital Resources

As of December 31, 2024, we had cash and cash equivalents

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.

Cash Used in Operating Activities

For the year ended December 31, 2024 and 2023, net

cash used in operating activities was $39,982 and $124,661.

The cash used in operating activities was mainly for payment of sales and

marketing and general and administrative expenses.

Cash Provided by Financing Activities

For the year ended December 31, 2024, net cash provided

by financing activities was $22,500.

For the year ended December 31, 2023, net cash provided by financing activities was $20,000.

financing cash flow performance primarily reflects the share subscription received in advance.

Cash Provided by / (Used in) Investing Activities

For the financial year ended December 31, 2024, the

net cash provided by investing activities was $650.

For the financial year ended December 31, 2023, the net cash used in investing activities

The investing cash flow performance primarily reflects the divestment or investment in other companies.

Credit Facilities

We do not have any credit facilities or other access

to bank credit.

Critical Accounting Policies and 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.

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.

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.

and Capital Resources

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.

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.

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.

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.

Used in Operating Activities

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.

Provided by Financing Activities

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.

Provided by Investing Activities

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.

do not have any credit facilities or other access to bank credit.

Accounting Estimates

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.

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.

Revenue recognition

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.

is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue.

Company derives its revenue from provision of business mentoring, nurturing, incubating and corporate development advisory services to

ICT and technology-based companies.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements

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.

FINANCIAL STATEMENTS AND SUPPLEMENTARY

The financial statements required by this item are

located in PART IV of this Annual Report.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

Management has determined that the Company has no

critical accounting estimates.

Sheet Arrangements

Company has no off-balance sheet arrangements

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

financial statements required by this item are located in PART IV of this Annual Report.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K

Item 7. Management’s Discussion and Analysis