What changed in this filing

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Item 9A. Controls and Procedures

2026-04-16 compared with 2025-04-15 · 1128 added, 1141 removed, 302 unchanged (88% of the section changed)

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;

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, 2024, 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

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, 2024.

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.

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, 2024

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:

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.

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 2025.

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.

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.

Control and Procedures

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;

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.

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.

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

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

controls and procedures over were not effective.

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

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

Material Weakness

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.

identified the following material weakness during its assessment of internal controls over financial reporting as of December 31, 2025.

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.

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.

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).

Remediation Initiatives

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:

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.

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.

anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2026.

in internal controls over financial reporting

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:

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.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE

Our executive officers and directors and their respective

ages as of the date hereof are as follows:

Chin Chee Seong

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

executive officers and directors and their respective ages as of the date hereof are as follows:

Lee Marcus Sherray 1

Chief Executive Officer,

Chief Financial Officer, President, Secretary, Treasurer, Director

President, Director

Loke Sebastian Mun Foo 2

Chief Financial Officer,

Treasurer, Secretary

Chin Chee Seong 3

Former Chief Executive

Officer, Chief Financial Officer, President, Secretary, Treasurer, Director

Tan See Meng 4

Former Director

Cheah Kok Hoong 5

1 unchanged sentence

Prabodh Kumar A/L Kantilal H.

Chief Financial Officer

Prabodh Kumar A/L Kantilal H.

Sheth tendered resignation as the Chief Financial Officer o n 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.

Chin Chee Seong – President, Chief

Executive Officer, Chief Financial Officer , Secretary, Treasurer, Director

Chin Chee Seong achieved

a Bachelor Degree with Honours in Electrical, Electronic and Communication Engineering from National University of Malaysia (UKM) in 1985.

Former Chief Financial Officer

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.

June 12, 2025, Mr.

Loke Sebastian Mun Foo was appointed as the Chief Financial Officer, Treasurer and Secretary of the Company.

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.

June 12, 2025, Mr.

Tan See Meng resigned as the Company’s Director.

June 12, 2025, Mr.

Cheah Kok Hoong resigned as the Company’s Independent Non-Executive Director.

Kumar A/L Kantilal H.

Sheth tendered resignation as the Chief Financial Officer on May 8, 2024.

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

Lee Marcus Sherray – President, Chief Executive Officer, Director

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.

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

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.

Loke Sebastian Mun Foo - Chief Financial Officer, Treasurer, Secretary

June 12, 2025, Mr.

Loke Sebastian Mun Foo was appointed as the Chief Financial Officer, Treasurer and Secretary of the Company.

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.

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

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.

Chin Chee Seong – Former President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer,

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.

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).

Chin served as a technical

engineer/technical manager of Seniko Sdn.

Chin is also a National Vice President of

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

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

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

from 1985 to 1996.

is a third-party maintenance company which provides

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

From 1996 to 2000 he was the General Manager of

Telekom Equipment Malaysia, a subsidiary of Telekom Malaysia Bhd.

is a third-party maintenance

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

From 1996 to 2000 he was

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

From 2000 to 2006 Mr.

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.

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,

Chin’s decades

of experience in the ICT industry and his seven years of experience in Online Gaming Industry, the board of Directors has determined to

Chin served as Chief Executive

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

The Company’s services include virtual domain hosting,

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

2007 to present, Mr.

Chin 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.

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.

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.

Tan See Meng – Director

Tan See Meng is the Chief

Financial Officer of Edubest Resources Sdn Bhd and Just Supply Chain Sdn Bhd.

Tan is a Chartered Accountant

of the Malaysian Institute of Accountants (MIA), a fellow member of Association of Chartered Certified Accountants (FCCA).

Tan has more than 20

years of experience in accounting and finance field.

He has hands on experience in several corporate exercises such as restructuring exercise,

due diligence, merger and acquisitions.

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

adoption of transfer pricing and the application of tax export incentives, resulting in impressive effective tax rates between 5% to 8%

during 2011 to 2013.

Cheah Kok Hoong – Independent Non-Executive

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.

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.

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.

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.

Tan See Meng – Former Director

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

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

Accountants (FCCA).

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

He has hands on experience in several corporate exercises such

as restructuring exercise, due diligence, merger and acquisitions.

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

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

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

June 12, 2025, Mr.

Tan resigned as the Company’s Director.

Cheah Kok Hoong – Former Independent Non-Executive Director

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.

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.

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.

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.

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, he

is also an Advisor for the Aerospace Engineering Edutech, Angkasa-X Holding.

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.

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.

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.

Cheah holds a Bachelor

of Science in Computer Science & Physics from Campbell University, USA and Tunku Abdul Rahman University College, Malaysia, since

Cheah is also an External Industry Committee

Member for Master of Business Analytics in the Department of Business Analytics.

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.

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.

Cheah holds a Bachelor of Science in Computer Science & Physics from Campbell University, USA and Tunku Abdul Rahman University College,

Malaysia, since 1990.

June 12, 2025, Mr.

Cheah resigned as the Company’s Independent Non-Executive Director.

Prabodh Kumar A/L Kantilal H.

Chief Financial Officer

Sheth is the current

Chief Executive Officer of ICEE International Sdn.

Sheth – Former Chief Financial Officer

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

and Chief Operations Officer of Cognitive Digital Sdn.

With a solid educational

foundation in accounting, he is a Certified Public Accountant (AICPA) from the USA, and was a finance and computer auditor with Arthur

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.

Kumar A/L Kantilal H.

Sheth tendered resignation as the Chief Financial Officer o n May 8, 2024.

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:

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;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

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;

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.

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;

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;

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;

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.

Prabodh Kumar A/L Kantilal H.

Sheth tendered resignation as the Chief Financial Officer o n

in Certain Legal Proceedings

Directors and our Executive officers have not been involved in any of the following events during the past ten years:

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;

any conviction in a criminal

proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

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;

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.

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;

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;

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;

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;

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

The Company currently has an independent non-executive

director as member of our Board of Directors.

Board Committees

Our board of directors has established an Audit Committee

and adopted written charters for the committee.

Copy of the charter is available on our website and our board of directors may establish

other committees as it deems necessary or appropriate from time to time.

Audit Committee

Our Audit Committee comprised of our independent non-executive

Cheah Kok Hoong.

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;

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;

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

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.

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.

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.

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.

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

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;

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

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

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.

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/.

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

The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations

for election or appointment.

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.

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, 2024, for services rendered in all capacities to us.

Summary Compensation Table:

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

Compensation Table:

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

1 unchanged sentence

All Other Compensation ($)

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

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

Tan See Meng, Director

Chin Chee Seong 3 , Chief Executive Officer, President, Secretary, Treasurer, Director

For the year ended December 31, 2025

For the year ended December 31, 2024

Prabodh Kumar A/L Kantilal H.

Sheth, Chief Financial Officer (1)

Tan See Meng 4 , Director

For the year ended December 31, 2025

For the year ended December 31, 2024

Prabodh Kumar A/L Kantilal H.

Sheth tendered resignation as the Chief Financial Officer o n May 8, 2024.

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

Executive Officer, Mr.

Chin Chee Seong, signed employment agreement on April 01, 2021.

Prabodh Kumar A/L Kantilal H.

appointed as Chief Financial Officer and signed employment agreement with our Company on December 14, 2023.

On May 8, 2024, Mr.

Prabodh Kumar A/L Kantilal H.

Sheth tendered resignation as the Chief Financial Officer.

Our Chief Executive Officer, Mr.

Seong has been the interim Chief Financial Officer until a suitable candidate is appointed for the position.

Compensation Discussion and Analysis

Director Compensation

During our fiscal year ended December 31, 2024, we

provided monthly compensation to our executive director, Mr.

Tan See Meng for $500 and our independent non-executive director, Mr.

Kok Hoong for $500 monthly compensation.

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.

SECURITY OWNERSHIP

OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of December 31, 2024,

the Company has 92,519,843 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 December 31, 2024 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

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.

June 12, 2025, Mr.

Loke Sebastian Mun Foo was appointed as the Chief Financial Officer, Treasurer and Secretary of the Company.

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.

June 12, 2025, Mr.

Tan See Meng resigned as the Company’s Director.

Disclosure to Summary Compensation Table

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.

Option Grants

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

of the date of the filing of this Form 10-K, we have no written employment agreements with our existing officers and directors.

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.

Discussion and Analysis

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

Compensation Philosophy

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

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.

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.

Stock Based Compensation

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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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.

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

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

All of executive officers and director as a group

Former Executive Officers and Directors

Chin Chee Seong 3 ,

Chief Executive Officer, President, Secretary, Treasurer and Director

Former Chief Executive Officer, President, Secretary, Treasurer and Director

Tan See Meng 4 ,

Former Director

Cheah Kok Hoong 5 ,

Independent Non-Executive Director

Prabodh Kumar A/L Kantilal H.

Chief Financial Officer

All of executive officers and director as a group

Former Independent Non-Executive Director

5% or greater shareholders (excluding officers/directors)

1 unchanged sentence

STVC Talent Sdn Bhd 7

Chin Chee Seong owns

100% of the issued and outstanding shares of Metita Sdn.

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.

June 12, 2025, Mr.

Loke Sebastian Mun Foo was appointed as the Chief Financial Officer, Treasurer and Secretary of the Company.

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.

Chin owns 100% of the issued

and outstanding shares of Metita Sdn.

Bhd., therefore, the table above includes the share ownership of Metita Sdn.

Chin Chee Seong collectively, in the row of Mr.

Prabodh Kumar A/L Kantilal H.

Sheth tendered resignation as the Chief Financial Officer o n May 8, 2024.

3 Greenpro Asia Strategic SPC-

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

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

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).

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.

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 (92,519,843 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.

Based on the total issued and outstanding shares of 92,519,843 as of the date of this Annual Report.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

DIRECTOR INDEPENDENCE

On April 2, 2018, the Company issued 100,000 shares

of restricted common stock, with a par value of $0.0001 per share, to Mr.

Chin Chee Seong for initial working capital of $10.

Chee Seong is Chief Executive Officer, President, Secretary, and Treasurer of the Company.

He is also a member of our Board of Directors.

On April 2, 2018 Mr.

Kok Wah was appointed Chief Investment Officer of the Company and was subsequently appointed as Director on March 13, 2019.

31, 2022, Mr.

Seah resigned as Chief Investment Officer of the Company.

On December 13, 2023, Mr.

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

of the Company.

On May 2, 2018, we, “the Company” acquired

100% of the equity interests in SEATech Ventures Corp (herein referred as the “Malaysia Company”), a company incorporated

in Labuan, Malaysia.

On December 21, 2018, SEATech Ventures Corp, a Malaysia

Company acquired SEATech Ventures (HK) Limited (herein referred as the “Hong Kong Company”), a company incorporated in Hong

On May 14, 2018, the Company issued 20,000,000 shares

of restricted common stock to both Mr.

Chin Chee Seong and Mr.

Seah Kok Wah, with a par value of $0.0001 per share, for total additional

working capital of $4,000.

On August 7, 2018, the Company issued 10,000,000 shares

of restricted common stock to GreenPro Venture Capital Limited, with a par value of $0.0001 per share, for additional working capital

GreenPro Venture Capital Limited is owned by GreenPro Capital Corp.

The controlling shareholders of GreenPro Capital Corp.

Lee Chong Kuang and Mr.

Loke Che Chan.

On August 8, 2018, the Company issued 30,000,000 shares

of restricted common stock to GreenPro Asia Strategic SPC, with a par value of $0.0001 per share, for additional working capital of $3,000.

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

On August 27, 2018, the Company issued 10,000,000

shares of restricted common stock to STVC Talent Sdn.

Bhd., with a par value of $0.0001 per share, for additional working capital of $1,000.

June 12, 2025, Mr.

Tan See Meng resigned as the Company’s Director.

June 12, 2025, Mr.

Cheah Kok Hoong resigned as the Company’s Independent Non-Executive Director.

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

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

GreenPro Venture Capital Limited is owned by GreenPro

Capital Corp.

The controlling shareholders of GreenPro Capital Corp.

are Lee Chong Kuang and Loke Che Chan.

During the period ended December 31, 2018 the Company

paid $60,000 to GreenPro Financial Consulting Limited for professional services.

For the year ended December 31, 2019, the Company

paid $158,720 to GreenPro Financial Consulting Limited for professional services and cost of providing corporate development advisory

services to ICT and technology-based companies.

For the year ended December 31, 2020, the Company

paid $233,400 to GreenPro Financial Consulting Limited for professional services and cost of providing corporate development advisory

services to ICT and technology-based companies.

For the year ended December 31, 2021, the Company

paid $307,700 GreenPro Financial Consulting Limited for professional services and cost of providing corporate development advisory services

to ICT and technology-based companies.

For the year ended December 31, 2022, the Company

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

for professional services.

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

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

For the year ended December 31, 2023, the Company

incurred $20,730 payable to Asia UBS Global Limited for professional services and $251,700 to GreenPro Financial Consulting Limited for

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

For the year ended December 31, 2024, the Company

incurred $16,050 payable to Asia UBS Global Limited for professional services.

RELATED PARTY BALANCES

AND TRANSACTIONS

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.

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.

otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.

Based on the total issued

and outstanding shares of 92,562,343 as of the date of this Annual Report.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE

PARTY BALANCES AND TRANSACTIONS

Accounts receivable from related parties (Refer Note 5):

December 31, 2024

December 31, 2023

Accounts receivable, net

1 unchanged sentence

1 (net of allowance of $ 115,000 as of December 31, 2025 and December 31, 2024 respectively)

- JOCOM Holdings Corp.

-Celmonze Wellness Corporation 3

The above related party receivables

are trade in nature and subject to normal trade terms.

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

Account payable due to related parties (Refer Note 8):

December 31, 2024

December 31, 2023

Account payable:

- GreenPro Financial Consulting Limited 4

The above related party account payable is trade in nature and subject

to normal trade terms.

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

Other payables due to related parties (Refer Note 9):

Chin Chee Seong (Director and Executive Officer)

Tan See Meng (Director)

- AleeanPeace Group Holding Limited 5

Raymond Lee Siu Kuen 6

Gilbert Loke Che Chan 7

Chin Chee Seong (Former Director and Executive Officer, resigned on June 12, 2025)

Tan See Meng (Former Director, resigned on June 12, 2025)

Prabodh Kumar A/L Kantilal H.

Sheth (Former Executive Officer, resigned on May 8, 2024)

Tan Hock Chye (Executive Officer)

Louis Ramesh Ruben (Director)

Cheah Kok Hoong (Director)

Seah Kok Wah (Former Director, resigned on December 13, 2023)

Cheah Kok Hoong (Former Director, resigned on June 12, 2025)

- Asia UBS Global Limited 3

The above other payables

to directors and executive officers represent salary and director fees payable.

The above other payable to

Asia UBS Global Limited represent payables due for professional fees.

above other payables to former directors and executive officers represent salary and director fees payable and previous advances to the

Company for its operations.

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.

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

Investment in related parties:

December 31, 2024

December 31, 2023

AsiaFIN Holdings Corp 1

Angkasa-X Holdings Corp.

JOCOM Holdings Corp.

catTHIS Holdings Corp.

Celmonze Wellness Corporation 3

For the years ended December

31, 2024 and 2023, the Company has following transactions with related parties:

For the year ended

December 31, 2024

For the year ended

December 31, 2023

Included in Revenue are the following sales to related parties:

- GreenPro Financial Consulting Limited 5

- AsiaFIN Holdings Corp.

- catTHIS Holdings Corp.

-Celmonze Wellness Corporation 3

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

- GreenPro Financial Consulting Limited 5

the years ended December 31, 2025 and 2024, the Company has following transactions with related parties:

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

Executives’ compensation:

Chin Chee Seong (Director and Executive Officer)

Tan See Meng (Director)

Chin Chee Seong (Former Director and Executive Officer, resigned on June 12, 2025)

Tan See Meng (Former Director, resigned on June 12, 2025)

Prabodh Kumar A/L Kantilal H.

Sheth (former Executive Officer, resigned

on May 8, 2024)

Tan Hock Chye (Executive Officer)

Sheth (former Executive Officer, resigned on May 8, 2024)

Non-executive Directors’ compensation:

Louis Ramesh Ruben

Cheah Kok Hoong

Seah Kok Wah (Former Director, resigned on December 13, 2023)

Cheah Kok Hoong (Former Director, resigned on June 12, 2025)

Company secretary fees:

2 unchanged sentences

- Asia UBS Global Limited 3

1 As of December 31, 2024, the Company owns

12,26%, 14,76% and 14.99% of interest in AsiaFIN Holdings Corp., JOCOM Holdings Corp.

and catTHIS Holdings

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 Angkasa-X Holdings

occurred on August 9, 2024 due to the management decision.

3 Divestment in Celmonze Wellness Corporation

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

4 Asia UBS Global Limited is a subsidiary

of GreenPro Capital Corp.

GRNQ through its wholly owned subsidiaries, owns 49.45% shareholding in the Company.

5GreenPro Financial Consulting Limited

is a subsidiary of GreenPro Capital Corp.

GRNQ through its wholly owned subsidiaries, owns 49.45% shareholding in the Company.

Review, Approval and Ratification of Related Party

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.

in JOCOM Holdings Corp.

occurred on January 24, 2025 due to the management decision.

UBS Global Limited is a subsidiary of GreenPro Capital Corp.

GRNQ through its wholly owned subsidiaries, owns 3.46% shareholding

in the Company.

Financial Consulting Limited is a subsidiary of GreenPro Capital Corp.

GRNQ through its wholly owned subsidiaries, owns 3.46%

shareholding in the Company.

management team between the companies.

Raymond Lee Siu Kuen is the Chief Executive Officer of AleeanPeace Group Holding Limited.

Gilbert Loke Che Chan is one of the shareholders of the Company.

Approval and Ratification of Related Party Transactions

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.

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

On a moving forward basis, our Directors will continue to approve any related party transaction.

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.

is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal

For the Year Ended

3 unchanged sentences

Audit related fees

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.

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.

category of “Audit-related fees” includes quarterly reviews, employee benefit plan audits, internal control reviews and accounting

consultation.

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.

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

and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this Report:

Report of Independent Registered Public Accounting Firm

following are filed as part of this report:

following financial statements of SEATech Ventures Corp.

and Report of Independent Registered Public Accounting Firm are presented in

the “F” pages of this Report:

Report of Independent Registered Public Accounting

Financial Statements

4 unchanged sentences

Notes to Consolidated Financial Statements

The following exhibits are filed or “furnished”

following exhibits are filed or “furnished” herewith:

Articles of Incorporation**

5 unchanged sentences

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

Inline XBRL Taxonomy Extension Presentation Linkbase

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.

As filed in the Registrant’s Registration Statement on Form S-1 Amendment No.

333-230479) on May 30, 2019.

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.

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.

1 unchanged sentence

April 15, 2026

/s/ CHIN CHEE SEONG

Chief Executive Officer, Chief Financial Officer,

President, Director, Secretary and Treasurer

LEE MARCUS SHERRAY

Chief Executive Officer, President, Director

April 15, 2026

/s/ TAN SEE MENG

INDEX TO FINANCIAL STATEMENTS

LOKE SEBASTIAN MUN FOO

Chief Financial Officer, Treasurer, Secretary

TO FINANCIAL STATEMENTS

Financial Statements

5 unchanged sentences

Notes to Consolidated Financial Statements

J&S ASSOCIATE PLT

ASSOCIATE PLT

(LLP0033395-LCA) & AF002380

(Registered with PCAOB and MIA)

B-11-14, Megan Avenue II

12,Jalan Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia

with PCAOB and MIA)

Megan Avenue II

Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia

+603-4813 9469

1 unchanged sentence

jns-associate.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

The Board of Directors and Stockholders of

SEATECH VENTURES CORP.

Opinion on the Financial Statement

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

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

VENTURES CORP.

on the Financial Statement

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 year

ended December 31, 2024 and December 31, 2023, and the related notes (collectively referred to as the “financial

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, 2024 and December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2024 and

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

Substantial Doubt about the Company’s

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

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

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

financial statements based on our audits.

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

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

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

conducted our 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.

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.

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.

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.

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, 2024, the Company incurred a net loss of $156,926, suffered an accumulated

deficit of $1,053,835 as of December 31, 2024.

These matters 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

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.

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.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

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

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

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

federal securities laws and the applicable

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

We conducted our 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.

/s/ J&S ASSOCIATE PLT

Certified Public Accountants

We have served as the Company’s auditor since 2024.

Kuala Lumpur, Malaysia

April 15, 2025

SEATECH VENTURES CORP.

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2024 AND 2023

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

except for number of shares)

J&S ASSOCIATE PLT

Public Accountants

have served as the Company’s auditor since 2024.

Lumpur, Malaysia

VENTURES CORP.

BALANCE SHEETS

OF DECEMBER 31, 2025 AND 2024

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

As of December 31,

7 unchanged sentences

Total non-current assets

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES

4 unchanged sentences

TOTAL LIABILITIES

STOCKHOLDERS’ (DEFICIT) EQUITY

STOCKHOLDERS’ DEFICIT

Preferred shares, $ 0.0001 par value;

10 unchanged sentences

$ ( 385,173 )

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

See accompanying notes to consolidated financial statements.

SEATECH VENTURES CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

except for number of shares)

For the year ended

December 31, 2024

For the year ended

December 31, 2023

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

accompanying notes to consolidated financial statements.

VENTURES CORP.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

COST OF REVENUE

Gain from disposal of other investments

Gain from disposal of subsidiaries

Gain on foreign exchange

TOTAL OTHER INCOME

SELLING AND DISTRIBUTION EXPENSES

GENERAL AND ADMINISTRATIVE EXPENSES

LOSS BEFORE INCOME TAX

$ ( 156,926 )

LOSS BEFORE INCOME TAXES

$ ( 156,926 )

INCOME TAXES PROVISION

OTHER COMPREHENSIVE LOSS

Foreign exchange translation loss

OTHER COMPREHENSIVE INCOME/(LOSS)

Foreign exchange translation gain/(loss)

TOTAL COMPREHENSIVE LOSS

$ ( 157,187 )

$ ( 302,872 )

Net loss per share- Basic and diluted (cent)

Weighted average number of common shares outstanding - Basic and diluted

See accompanying notes to consolidated financial statements.

SEATECH VENTURES CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

(DEFICIT) EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

except for number of shares)

accompanying notes to consolidated financial statements.

VENTURES CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

COMPREHENSIVE

2 unchanged sentences

$ ( 896,909 )

Issuance of shares for acquisition of Just Supply Chain Limited on October 13, 2023

$ ( 227,986 )

Cancellation of shares on November 12, 2024

for termination of acquisition of Just Supply Chain Limited

( 21,831,660 )

Foreign exchange translation loss

4 unchanged sentences

$ ( 385,173 )

Cancellation of shares on November 12, 2024

for termination of acquisition of Just Supply Chain Limited

( 21,831,660 )

Foreign exchange translation loss

Issuance of shares

Foreign exchange translation gain

Net profit (loss)

Balance as of December 31, 2025

3 unchanged sentences

$ ( 381,466 )

See accompanying notes to consolidated financial statements

SEATECH VENTURES CORP.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

For the year ended

December 31, 2024

For the year ended

December 31, 2023

accompanying notes to consolidated financial statements

VENTURES CORP.

STATEMENT OF CASH FLOWS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 156,926 )

$ ( 302,829 )

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

Allowance for expected credit loss

Gain from disposal of other investments

Gain from disposal of subsidiaries

Written off on the amount due from former subsidiaries

Changes in operating assets and liabilities:

3 unchanged sentences

Other payables and accrued liabilities

Amount due from former subsidiaries

Net cash used in operating activities

CASH FLOW FROM INVESTING ACTIVITIES:

Investment in other companies

Proceeds from disposal of investment

Refund of investment in other companies

Net cash provided by / (used in) investing activities

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Issuance of shares

Share subscription received in advance

7 unchanged sentences

Interest paid

See accompanying notes to consolidated financial statements.

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)

accompanying notes to consolidated financial statements.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

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 04, 2021, SEATech Ventures (HK) Limited

subscribed 60 % of the equity interests in SEATech Bigorange CVC Sdn Bhd, a private limited company incorporated in Malaysia.

Malaysia Company changed its company name to SEATech CVC Sdn.

Ventures Corp.

(“the Company”) was incorporated on April 2, 2018 under the laws of the state of Nevada.

Company, through its subsidiaries, engages in providing business mentoring, nurturing, incubating and corporate development advisory

services to ICT and technology-based companies.

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.

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.

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

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

On January 03, 2022, SEATech Ventures (HK) Limited

acquired 1 share, representing 100 % equity interest of SEATech Ventures Sdn.

Bhd., a Malaysia company, from the Chief Executive Officer,

President, Secretary, Treasurer and Director, Mr.

Chin Chee Seong, with consideration of MYR 1.

On October 13,

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

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

equity of JSCL.

On May 06, 2024, the acquisition has been cancelled due to factors that came to light on

the valuation of the entity, resulted on July 01, 2024, the 21,831,660 shares

On February 25, 2022, SEATech Ventures (HK) Limited further acquired 40 % of the equity interests in SEATech

Bhd., which in turn owns 100 % of the equity interests in the Malaysia company.

January 3, 2022, SEATech Ventures (HK) Limited acquired 1 share, representing 100 % equity interest of SEATech Ventures Sdn.

Malaysia company, from the Chief Executive Officer, President, Secretary, Treasurer and Director, Mr.

Chin Chee Seong, with consideration

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.

Details of the Company’s subsidiaries:

October 28, 2025, SEATech Ventures (HK) Limited completed the sale of its 100 % equity interests in SEATech Ventures Sdn.

SEATech CVC Sdn.

Chin Chee Seong, with total consideration of MYR 20,001 (equivalents to US$ 4,742 ).

of the Company’s subsidiaries:

SCHEDULE OF COMPANY’S SUBSIDIARIES

Place and date of

incorporation

Particulars of

issued capital

Principal activities

Proportional of

SEATech Ventures Corp.

Labuan / March 12, 2018

100 ordinary shares of US$1 each

Investment holding

SEATech Ventures

March 12, 2018

shares of US$1 each

SEATech Ventures (HK) Limited

Hong Kong / January

1 ordinary share of HK$1

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

SEATech CVC Sdn.

SEATech Bigorange CVC Sdn.

Malaysia / October 04, 2021

20,000 ordinary shares of MYR1 each

Dormant company

SEATech Ventures Sdn.

Malaysia / May 27, 2021

1 ordinary share of MYR1 each

Provision of corporate advisory services

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)

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.

1 ordinary share of

Business mentoring,

nurturing and incubation, and corporate development advisory services

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

Ventures Corp.

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

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

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.

the year ended December 31, 2025, we did not generate revenue due to adverse economic situation.

2 unchanged sentences

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, 2024 is prepared in accordance with accounting principles generally

accepted in the United States of America (“US GAAP”) and include the accounts of SEATech Ventures Corp., its wholly owned

subsidiaries, SEATech Ventures Corp., SEATech Ventures (HK) Limited, SEATech CVC Sdn.

SEATech Bigorange CVC Sdn.

Bhd.) and SEATech Ventures Sdn.

Intercompany accounts and transactions have been eliminated on

consolidation.

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.

of presentation

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.

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)

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.

of consolidation

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 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.

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.

Cancellation and Reissuance Policy

The Company may cancel shares of its Common Stock that have been reacquired or forfeited under equity compensation arrangements.

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.

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.

Company accounts for treasury stock transactions using the cost method in accordance with ASC 505-30, Equity:

Treasury Stock.

shares may be reissued for purposes such as the settlement of employee equity awards, acquisitions, or other corporate needs.

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

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.

shares are included in the number of shares issued and outstanding from the date of reissuance.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

uses estimates and assumptions in preparing these financial statements in accordance with US GAAP.

Those estimates and assumptions affect

the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported

revenue and expenses during the periods reported.

Actual results may differ from these estimates.

Revenue recognition

In accordance with Financial Accounting Standards

Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts .

ASC 606 creates

a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying

the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining

the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each

performance obligation is satisfied.

The Company only applies the five-step model to contracts when it is probable that the Company will

collect the consideration it is entitled to in exchange for the services it transfers to its clients.

Revenue is measured at the fair value of the consideration

received or receivable, net of discounts and taxes applicable to the revenue.

The Company derives its revenue from provision of business

mentoring, nurturing, incubating and corporate development advisory services to ICT and technology-based companies.

Cost of revenue

Cost of revenue includes the cost of services and

product in providing business mentoring, nurturing, incubating and corporate development advisory services.

Investments 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

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.

We have not generated any revenue to date.

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.

in equity securities

Company accounts for its investments that represent less than 20 %

ownership, and for which the Company does not have the ability to exercise significant influence, using ASU 2016-01, Financial

Instruments – Overall:

Recognition and Measurement of Financial Assets and Financial Liabilities .

The Company measure investments

in equity securities without a readily determinable fair value using a measurement alternative that measures these securities at the cost

method minus impairment, if any, plus or minus changes resulting from observable price changes on a non-recurring basis.

Gains and losses

on these securities are recognized in other income and expenses.

At December 31, 2024, the Company had three investments in equity securities

with carrying value of $ 3,765 .

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

(see Note 6).

Accounts receivable

Accounts receivable are recorded at the invoiced amount

less an allowance for any uncollectible accounts.

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

basis, using historical collection trends and aging of receivables.

Management also periodically evaluates individual customer’s

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

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

is considered remote.

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.

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.

on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies

should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on

a tax return.

Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the

position will be sustained upon examination by the tax authorities.

Such tax positions must initially and subsequently be measured as

the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority

assuming full knowledge of the position and relevant facts.

Going concern

The accompanying financial statements have been prepared

on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal

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 .

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.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

and cash equivalents

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.

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.

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.

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.

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 reflected in the accompanying financial statements, for the year ended December 31, 2024, the Company incurred

a net loss of $ 156,926 , suffered an accumulated deficit of $ 1,053,835 and cash flows used in operating activities of $ 39,982 .

These factors raise

substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a

going concern.

The Company’s ability to continue as a going

concern is dependent upon improving its profitability and the continuing financial support from its Chief Executive Officer cum shareholder.

Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations

as they become due.

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

on terms that are satisfactory to the Company.

Even if the Company is able to obtain additional financing, if needed, it may contain undue

restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity

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)

Net income/(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.

Foreign currencies translation

The reporting currency of the Company and its subsidiaries

in Labuan and Hong Kong, are United States Dollars (“US$”), while its subsidiaries in Malaysia, maintains the books and record

in Ringgit Malaysia (“MYR”), being the primary currency of the economic environment in which these entities operate.

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 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.

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.

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.

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.

substantial doubt about the Company’s ability to continue as a going concern remains.

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.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

loss per share

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.

currencies translation

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.

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.

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.

of amounts from RM into US$1 and HK$ into US$1 has been made at the following exchange rates for the respective periods:

OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATE

As of and for the year ended

7 unchanged sentences

US$1 exchange rate

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.

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)

Fair value of financial instruments :

The carrying value of the Company’s financial

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:

Observable inputs such as quoted prices in active markets;

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

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

adopted Accounting Standards

In June 2016,

the FASB issued Accounting Standards Update No.

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

Measurement of Credit

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

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

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.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

value of financial instruments:

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.

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:

Observable inputs

such as quoted prices in active markets;

Inputs, other

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

Unobservable inputs

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

accounting pronouncements

In November 2024, the FASB issued ASU 2024-03,

highlighted the adoption timeline.

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

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

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

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

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

Recent accounting

pronouncements

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.

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)

On April 2, 2018, the founder of the Company, Mr.

Chin Chee Seong purchased 100,000 shares of restricted common stock of the Company at a par value of $ 0.0001 per share.

The monies from

this transaction, which totalled $ 10 , went to the Company to be used as initial working capital.

On May 14, 2018, the Company issued 20,000,000 shares

of restricted common stock to Chin Chee Seong and Seah Kok Wah respectively, with a par value of $ 0.0001 per share, for total additional

working capital of $ 4,000 .

On August 7, 2018, the Company issued 10,000,000 shares

of restricted common stock to Greenpro Venture Capital Limited with a par value of $ 0.0001 per share, for total additional working capital

On August 8, 2018, the Company issued 30,000,000 shares

of restricted common stock to Greenpro Asia Strategic Fund SPC, a company incorporated in Cayman Islands with a par value of $ 0.0001 per

share, for additional working capital of $ 3,000 .

On August 27, 2018, the Company issued 10,000,000

shares of restricted common stock to STVC Talent Sdn.

Bhd., a company incorporated in Malaysia with a par value of $ 0.0001 per share,

for additional working capital of $ 1,000 .

On September 7, 2018, the Company sold shares to 2

shareholders, of whom reside in Malaysia.

A total of 750,000 shares of restricted common stock were sold at a price of $ 0.10 per share.

The total proceeds to the Company amounted to a total of $ 75,000 .

On September 12, 2018, the Company sold shares to

a shareholder, of whom reside in Malaysia.

A total of 466,667 shares of restricted common stock were sold at a price of $ 0.15 per share.

The total proceeds to the Company amounted to a total of $ 70,000 .

In between September 21, 2018 and November 29, 2018,

the Company sold shares to 44 shareholders, of whom reside in Malaysia.

A total of 860,000 shares of restricted common stock were sold

at a price of $ 0.20 per share.

The total proceeds to the Company amounted to a total of $ 172,000 .

From June 12, 2019 to May 4, 2020, the company issued

343,200 shares of common stock at a price of $ 1.00 per share through the Initial Public Offering (IPO) to 70 non-US residents.

On October 13,

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

per share to 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

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

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.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

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, SEATech Ventures Corp.

an issued and outstanding common share of 92,519,843 .

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

April 18, 2025, the Company issued 42,500 shares of common stock to four investors at $ 1.00 per share pursuant to subscription

Although the shares were physically issued in April 2025, they were backdated and treated as effective as of March 31, 2025.

of December 31, 2025, SEATech Ventures Corp.

has an issued and outstanding common share of 92,562,343 .

DISPOSAL OF SUBSIDIARIES

October 28, 2025, the Company completed the sale of its 100 %

equity interests in SEATech Ventures Sdn.

and SEATech CVC Sdn.

(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.

the period ended October 28, 2025 ,

the Company recorded a gain from the disposal of subsidiaries amounted $ 19,528 .

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

following table summarizes the assets and liabilities of the disposal of subsidiaries included in the consolidated balance sheet indicated:

OF ASSETS AND LIABILITIES OF THE DISPOSAL OF SUBSIDIARIES

Prepayments and deposits

Cash and cash equivalents

Amount due from related parties

Other payables and accrued liabilities

Amount due to related parties

Net liabilities of the subsidiaries

Other comprehensive income

Consideration

Gain from disposal of subsidiaries

ACCOUNTS RECEIVABLE

SCHEDULE OF ACCOUNTS RECEIVABLE

December 31, 2024

December 31, 2023

OF ACCOUNTS RECEIVABLE

Accounts receivable, gross

1 unchanged sentence

Accounts receivable, net

The movement in the allowance for expected credit loss for the years ended

December 31, 2024 and December 31, 2023 were as follows:

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

December 31, 2024

December 31, 2023

Balance at beginning of the year

1 unchanged sentence

Balance at end of the year

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.

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)

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

subject to normal trade term.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

DEPOSITS PAID, PREPAYMENTS AND OTHER RECEIVABLES

Deposits paid, prepayments and other receivables consisted

of the following as of December 31, 2024 and December 31, 2023:

SCHEDULE OF DEPOSITS PAID,

PREPAYMENTS AND OTHER RECEIVABLES

December 31, 2024

December 31, 2023

paid, prepayments and other receivables consisted of the following as of December 31, 2025 and December 31, 2024:

OF DEPOSITS PAID, PREPAYMENTS AND OTHER RECEIVABLES

Deposits paid

1 unchanged sentence

Total deposits paid, prepayments and other receivables

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).

INVESTMENT IN OTHER COMPANIES

SCHEDULE OF INVESTMENTS

December 31, 2024

December 31, 2023

AsiaFIN Holdings Corp 1

Angkasa-X Holdings Corp .2

JOCOM Holdings Corp.

catTHIS Holdings Corp.

Celmonze Wellness Corporation 5

Total investment in other companies

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

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

during the private placement stage.

AsiaFIN Holdings Corp.

is a company providing business technology solutions to its clients.

company providing business technology solutions to its clients.

SEATech Ventures Corp.

also provides corporate development, mentoring, and incubation service to AsiaFIN Holdings Corp.

also provides corporate development, mentoring,

and incubation service to AsiaFIN Holdings Corp.

The investment in AsiaFIN Holdings Corp.

is a strategic investment of the Company and the Company’s efforts on nurturing and providing collaborating and networking opportunities to ICT entrepreneurs across Asia.

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

As of December 31, 2024, the Company acquired 12.26 % interest in AsiaFIN Holdings Corp.

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

during the private placement stage.

Angkasa-X Holdings Corp.

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

SEATech Ventures Corp.

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

The investment in Angkasa-X Holdings Corp.

is a strategic investment of the Company.

On August 9, 2024, the Company disposed the entire 5.68 % interest in Angkasa-X Holdings Corp.

On June 1, 2021, the Company has invested in JOCOM 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.

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.

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

during the private placement stage.

JOCOM Holdings Corp.

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

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

SEATech Ventures Corp.

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

also provides

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

The investment in JOCOM Holdings Corp.

is a strategic investment of the Company.

As of December 31, 2024, the Company acquired 14.74 % interest in JOCOM Holdings Corp.

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

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.

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.

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.

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, 2024, the Company acquired 14.99 % interest in catTHIS Holdings Corp.

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

Celmonze Wellness Corporation is a company focuses on beauty and wellness services.

SEATech Ventures Corp.

also provides corporate development, mentoring, and incubation services to Celmonze Wellness Corporation.

The investment in Celmonze Wellness Corporation is a strategic investment of the Company.

On February 6, 2024, the Company withdrew its investment in Celmonze Wellness Corporation and the fund invested was being refunded to the Company.

As of December

31, 2025, the Company acquired 14.99 % interest in catTHIS Holdings Corp.

ACCOUNT PAYABLE

SCHEDULE OF ACCOUNT PAYABLE

December 31, 2024

December 31, 2023

Account payable

Total account payable

The account payable represents payable to a wholly

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

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)

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

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

OTHER PAYABLES AND ACCRUED LIABILITIES

1 unchanged sentence

ACCRUED LIABILITIES

December 31, 2024

December 31, 2023

Other payables 1

Accrued audit fees

2 unchanged sentences

Total payables and accrued liabilities

Accrued professional fees consists of professional fees payable to Asia UBS Global Limited, a related party of the Company.

Accrued expenses include compensation payable to our directors and officers, amounting to $ 27,750 and $ 18,500 as of December 31, 2024 and 2023 respectively.

For the year ended December 31, 2024 and year ended

December 31, 2023, the local (United States) and foreign components of loss before income taxes were comprised of the following:

SCHEDULE OF (LOSS)/PROFIT BEFORE INCOME TAXES

For the year ended

December 31, 2024

For the year ended

December 31, 2023

Other payables

include amount owing to related parties for advances to the Company for its operations (refer Note 13).

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).

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

Tax jurisdictions from:

$ ( 150,570 )

- Foreign, representing

1 unchanged sentence

$ ( 156,926 )

$ ( 302,829 )

The provision for income taxes consisted of the following:

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

provision for income taxes consisted of the following:

SCHEDULE OF PROVISION FOR INCOME TAXES

For the year ended

December 31, 2024

For the year ended

December 31, 2023

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.

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, 2024, the operations in the United States of America incurred

$ 631,302 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 $ 505,042 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.

Under the current laws of the Labuan, SEATech Ventures

United States, Malaysia and Hong Kong that

are subject to taxes in the jurisdictions in which they operate, as follows:

States of America

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.

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.

SEATech Ventures Corp.

subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of 16.5 % on its assessable income.

SEATech CVC Sdn.

SEATech Ventures Sdn.

are subject to Malaysia Corporate Tax, which is charged at the statutory income tax rate range from 15 % to

24 % on its assessable income.

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)

The tax charge for such

company is based on 3 % of its assessable profit.

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.

and SEATech Ventures Sdn.

are subject to Malaysia Corporate Tax, which is charged at the statutory income tax rate

range from 15 % to 24 % on its assessable income.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

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, 2024 and 2023:

SCHEDULE OF COMPUTATION OF BASIC AND

DILUTED NET LOSS PER SHARE

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

The following

table sets forth the computation of basic and diluted net loss per share for the years ended December 31, 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, 2024

For the year ended

December 31, 2023

Net loss attributable to common shareholders

$ ( 156,926 )

$ ( 302,872 )

Weighted average common shares outstanding – Basic and diluted

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

# For the year ended December 31, 2024 and 2023, diluted weighted-average common shares outstanding

is equal to basic weighted-average common shares, due to the Company’s net loss position.

Hence, no common stock equivalents were

included in the computation of diluted net loss per share since such inclusion would have been antidilutive.

COMMITMENTS AND CONTINGENCIES

As of December 31, 2024 and 2023, the Company has

no commitments or contingencies involved.

RELATED PARTY BALANCES

AND TRANSACTIONS

# 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.

RELATED PARTY BALANCES AND TRANSACTIONS

OF RELATED PARTY BALANCES AND TRANSACTIONS

Accounts receivable from related parties (Refer Note 5):

December 31, 2024

December 31, 2023

Accounts receivable, net

1 unchanged sentence

1 (net of allowance of $ 115,000 as of December 31, 2025 and December 31, 2024 respectively)

- JOCOM Holdings Corp.

-Celmonze Wellness Corporation 2

Accounts receivable from related parties

The above related party receivables

are trade in nature and subject to normal trade terms.

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

receivable from related parties (Refer Note 6):

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):

December 31, 2024

December 31, 2023

Account payable:

- GreenPro Financial Consulting Limited 4

Accounts payable

The above related party account payable is trade in nature and subject

to normal trade terms.

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

Other payables due to related parties (Refer Note 9):

Chin Chee Seong (Director and Executive Officer)

Tan See Meng (Director)

- AleeanPeace Group Holding Limited 5

Raymond Lee Siu Kuen 6

Gilbert Loke Che Chan 7

Chin Chee Seong (Former Director and Executive Officer, resigned on June 12, 2025)

Tan See Meng (Former Director, resigned on June 12, 2025)

Prabodh Kumar A/L Kantilal H.

Sheth (Former Executive Officer, resigned on May 8, 2024)

Tan Hock Chye (Executive Officer)

Louis Ramesh Ruben (Director)

Cheah Kok Hoong (Director)

Seah Kok Wah (Director)

Sheth (Former Executive

Officer, resigned on May 8, 2024)

Cheah Kok Hoong (Former Director, resigned on June 12, 2025)

- Asia UBS Global Limited 3

Other payables due to related parties

The above other payables

to directors and executive officers represent salary and director fees payable.

The above other payable to

Asia UBS Global Limited represent payables due for professional fees.

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)

Other payables due to

related parties

above other payables to former directors and executive officers represent salary and director fees payable and advances to the Company

for its operations.

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.

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

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

Investment in related parties:

December 31, 2024

December 31, 2023

AsiaFIN Holdings Corp 1

Angkasa-X Holdings Corp.

JOCOM Holdings Corp.

catTHIS Holdings Corp.

Celmonze Wellness Corporation 3

Investment in related parties

For the years ended December

31, 2024 and 2023, the Company has following transactions with related parties:

For the year ended

December 31, 2024

For the year ended

December 31, 2023

Included in Revenue are the following sales to related parties:

- GreenPro Financial Consulting Limited 5

- AsiaFIN Holdings Corp.

- catTHIS Holdings Corp.

-Celmonze Wellness Corporation 3

- GreenPro Venture Capital Limited 6

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

- GreenPro Financial Consulting Limited 5

Cost of revenue

Investment in related

the years ended December 31, 2025 and 2024, the Company has following transactions with related parties:

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

Executives’ compensation:

Chin Chee Seong (Director and Executive Officer)

Tan See Meng (Director)

Chin Chee Seong (Former Director and Executive Officer, resigned on June 12, 2025)

Tan See Meng (Former Director, resigned on June 12, 2025)

Prabodh Kumar A/L Kantilal H.

Sheth (former Executive Officer, resigned on May 8, 2024)

Tan Hock Chye (Executive Officer)

Executives’ compensation

Non-executive Directors’ compensation:

Louis Ramesh Ruben

Cheah Kok Hoong

Cheah Kok Hoong (Former Director, resigned on June 12, 2025)

Non-executive Directors’ compensation

4 unchanged sentences

- Asia UBS Global Limited 3

Professional fees

of December 31, 2024, the Company owns 12.26 %,

of interest in AsiaFIN Holdings Corp., JOCOM Holdings Corp.

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.

in Angkasa-X Holdings Corp.occurred on August 9, 2024 due to the management decision.

3 Divestment in Celmonze Wellness Corporation occurred on February 6, 2024 due to the restructuring of

Celmonze Wellness Corporation.

4 Asia UBS Global Limited is a subsidiary of GreenPro Capital Corp.

GRNQ through its wholly

owned subsidiaries, owns 49.45 % shareholding in the Company.

5 GreenPro Financial Consulting Limited is a subsidiary of GreenPro Capital Corp.

its wholly owned subsidiaries, owns 49.45 % shareholding in the Company.

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)

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 through its wholly owned subsidiaries, owns 3.46 % shareholding in the

4 GreenPro Financial

Consulting Limited is a subsidiary of GreenPro Capital Corp.

GRNQ through its wholly owned subsidiaries, owns 3.46 % shareholding

in the Company.

5 Common management

team between the companies.

Siu Kuen is the Chief Executive Officer of AleeanPeace Group Holding Limited.

Che Chan is one of the shareholders, owns 1.35 % shareholding in the Company.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

CONCENTRATIONS OF RISKS

(a) Major customers

For the years ended December 31, 2024 and 2023, the

customers who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at year-end are presented

SCHEDULE OF CONCENTRATION OF

For the year ended December 31

Percentage of

Accounts Receivable,

(b) Major vendors

For the years ended December 31, 2024 and 2023, the

vendors who accounted for 10% or more of the Company’s purchases and its accounts payable balance at year-end are presented as follows:

For the year ended December 31

Percentage of

Account Payable,

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.

Major customers

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

Major vendors

the years ended December 31, 2025 and 2024, the Company did not have purchases.

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

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.

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

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.

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.

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)

The Company had no inter-segment sales for the years

Summarized financial information concerning the Company’s reportable segments is shown as below:

By Geography:

SCHEDULE OF REPORTABLE SEGMENTS

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

Summarized financial information concerning the Company’s reportable

segments is shown as below:

OF REPORTABLE SEGMENTS

United States

6 unchanged sentences

Cost of revenues

*Revenues and costs are attributed to countries based

on the location of customers.

of Just Supply Chain Limited, a British Virgin Islands company

2023, the Company entered into an agreement to acquire 100 % of the issued and outstanding shares of Just Supply Chain Limited,

a British Virgin Islands company (“JSCL”) ,

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

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

The principal activity of JSCL is engaging in online

logistic booking platform for customers in Malaysia to book delivery services via the “JustLorry” App available in both Android

and Apple IOS devices through its wholly-owned subsidiary, Just Supply Chain Sdn.

a private limited company in Malaysia.

On October 13,

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

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

On May 06, 2024,

the acquisition has been cancelled due to factors that came to light on the valuation of the entity, 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.

Net (loss)/profit

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

COMMITMENT AND CONTINGENCIES

As of December 31, 2024 and 2025, the Company did

no t have any capital commitments and contingencies.

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, 2024, 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.

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.

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

What changed 10-K

Item 9A. Controls and Procedures