SEATech Ventures Corp. 10-K

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report. Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements. The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events. 11 Overview SEATech Ventures Corp. is a company that operates through its wholly owned subsidiary, SEATech Ventures Corp., a Company registered in Labuan, Malaysia, which in turn owns 100% of SEATech Ventures (HK) Limited, the operating Hong Kong Company which is described below. The purpose of SEATech Ventures Corp. Labuan, Malaysia is to act as a holding company. The purpose of SEATech Ventures (HK) Limited is to become the current regional hub for business activities and to engage in operational functions. SEATech Ventures (HK) Limited owns 100% of SEATech CVC Sdn. Bhd. and SEATech Ventures Sdn. Bhd. respectively . As part of the Company development, SEATech Ventures (HK) Limited completed the sale of its 100% equity interests in SEATech Ventures Sdn. Bhd. and SEATech CVC Sdn. Bhd. to Mr. Chin Chee Seong, the former Chief Executive Officer, President, Secretary, Treasurer and Director, on October 28, 2025. Currently, our physical office is in B-23A-02, G-Vestor Tower, Pavilion Embassy, 200, Jalan Ampang, 50450 Kuala Lumpur, Malaysia. SEATech Group business activities are mainly providing business mentoring services, nurturing and incubation services relating to client businesses and corporate development advisory services to entrepreneurs in the broader technology industry, but with a specific focus on the information and communication technology industry. We will, focus our efforts on nurturing ICT entrepreneurs in Asia. Our advisory services will center on our “ICT Start-Up Mentorship Program”, which is designed to assist tech-based entrepreneurs in solving ICT industry pain points caused by technical insufficiencies, inappropriate financial modelling and weak strategic positioning Our advisory services aim to improve the technical exposure of our clients and to improve their sustainability in the ICT industry community through a combination of mentorship programs. Results of Operations Revenues for the year ended December 31, 2025 and 2024 The Company did not generate revenue for the year ended December 31, 2025 and 2024. Cost of Revenue and Gross Margin For the year ended December 31, 2025 and 2024, the Company did not incur cost of revenue and did not generate gross profit for the year ended December 31, 2025 and 2024. Selling and Distribution Expenses Selling and distribution expenses for the year ended December 31, 2025 and 2024 amounted to $0 and $65 respectively. These expenses comprised expenses on website and website maintenance, marketing and networking event. The decrease of selling and distribution expenses is associated with the Company did not incur marketing expenses for the year ended December 31, 2025. 12 General and Administrative Expenses General and administrative expenses for the year ended December 31, 2025 and 2024 amounted to $97,302 and $157,382 respectively. These expenses are comprised of salary, professional fee, compliance fee, office and operation expenses. The decrease of general and administrative expenses is associated with lesser general and administrative expenses incurred for the year ended December 31, 2025 due to resignation of directors and officers, lesser professional fees. Other Income The Company recorded an amount of $57,961 and $521 as other income for the year ended December 31, 2025 and 2024 respectively. For the year ended December 31, 2025, the other income was derived from the gain on disposal of other investment and gain on disposal of subsidiaries while for the year ended December 31, 2024 the other income was derived from foreign exchange gain. Net Loss and Net Loss Margin The net loss was $39,341 for the year ended December 31, 2025 as compared to $156,926 net loss for the year ended December 31, 2024. The decrease of net loss of $117,585 was associated with the higher other income derived in the current year and lower general and administrative expenses incurred for the year ended December 31, 2025. Liquidity and Capital Resources As of December 31, 2025, we had cash and cash equivalents of $465. We expect increased levels of operations going forward will result in more significant cash flow and in turn working capital. We depend substantially on operating activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations. The financial statements included in this Annual Report have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplate continuation of the Company as a going concern. The going-concern basis assumes that assets are realized and liabilities are extinguished in the ordinary course of business at amounts disclosed on the financial statements. The Company’s ability to continue as a going concern depends on its ability to generate profitable operations and/or obtain additional financing to meet its obligations and sustain its operations. For the year ended December 31, 2025, the Company incurred a net loss of $39,341, suffered accumulated deficit of $1,093,176 and experienced negative cash flows from operating activities of $50,073. These conditions raise substantial doubt about the ability of the Company to continue as a going concern. Management Plan To address these conditions, Management is actively pursuing several strategic initiatives to improve our liquidity and capital position, especially after transition period of management. These plans include but not limited to seeking additional private placements of equity, implementing cost-reduction measures in our operations, and leveraging our recent expansion into corporate advisory services and family office management in Hong Kong and Southeast Asia to generate immediate fee-based revenue. While there is no guarantee that these efforts will be successful, Management believes these actions will provide the necessary capital to sustain operations through the 2026 fiscal year. Cash Used in Operating Activities For the year ended December 31, 2025 and 2024, net cash used in operating activities was $50,073 and $39,982. The cash used in operating activities was mainly for payment of general and administrative expenses. Cash Provided by Financing Activities For the year ended December 31, 2025, net cash provided by financing activities was $0. For the year ended December 31, 2024, net cash provided by financing activities was $22,500. The financing cash flow performance primarily reflects the share subscription received in advance in the prior year. Cash Provided by Investing Activities For the financial year ended December 31, 2025, the net cash provided by investing activities was $39,283. For the financial year ended December 31, 2024, the net cash provided by investing activities was $650. The investing cash flow performance primarily reflects the divestment in other companies and disposal of subsidiaries. Credit Facilities We do not have any credit facilities or other access to bank credit. 13 Critical Accounting Estimates Use of estimates Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates. Management has determined that the Company has no critical accounting estimates. Off-Balance Sheet Arrangements The Company has no off-balance sheet arrangements ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements required by this item are located in PART IV of this Annual Report. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 14