UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
The Quarterly Period Ended June 30, 2026
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _______________ to _______________
Commission
File Number 333-230479
ALEEANPEACE GROUP HOLDINGS LIMITED
(formerly
SEATech Ventures Corp. )
(Exact
name of registrant issuer as specified in its charter)
Nevada
61-1882326
(State
or other jurisdiction of
incorporation
or organization)
(I.R.S.
Employer
Identification
No.)
Unit 310, 3/F , New
East Ocean Centre ,
9 Science Museum Road , Kowloon , Hong
Kong
(Address
of principal executive offices, including zip code)
00000
Registrant’s
phone number, including area code +852
2151
2618
SEATech Ventures Corp.
11-05 & 11-06, Tower A, Avenue
3 Vertical Business Suite,
Jalan Kerinchi, Bangsar South, 59200 Kuala
Lumpur, Malaysia.
(Former name or former address,
if changed since last report)
+603 8408 1788
(Former telephone number, if
changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class:
Trading
Symbol(s)
Name
of each exchange on which registered:
Common
Stock
APGH (formerly SEAV)
The
OTC Market – OTCID
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES
☒ NO ☐
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding
twelve months (or shorter period that the registrant was required to submit and post such files).
YES
☐ NO ☒
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
Large
Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☐ Smaller reporting company ☒ Emerging growth company
☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No ☒
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate
by check mark whether the registrant has fled all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes
☐ No ☒
APPLICABLE
ONLY TO CORPORATE ISSUERS:
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
Outstanding
at August 14, 2026
Common Stock,
$ .0001 par value
92,562,343
TABLE
OF CONTENTS
Page
PART I
FINANCIAL INFORMATION
ITEM 1.
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
F-1
Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025 (audited)
F-2
Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three Months and Six Months Ended June 30, 2026 and 2025 (unaudited)
F-3
Condensed Consolidated Statements of Changes in Equity for the Six Months Ended June 30, 2026 and 2025 (unaudited)
F-4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (unaudited)
F-5
Notes to the Unaudited Condensed Consolidated Financial Statements
F-6
- F-16
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
3-4
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
5
ITEM 4.
CONTROLS AND PROCEDURES
5
PART II
OTHER INFORMATION
ITEM 1
LEGAL PROCEEDINGS
6
ITEM 2
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
6
ITEM 3
DEFAULTS UPON SENIOR SECURITIES
6
ITEM 4
MINE SAFETY DISCLOSURES
6
ITEM 5
OTHER INFORMATION
6
ITEM 6
EXHIBITS
7
SIGNATURES
8
2
PART
I FINANCIAL INFORMATION
ITEM
1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
SEATECH
VENTURES CORP.
CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Page
Unaudited Condensed
Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025 (audited)
F-2
Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three Months and Six Months Ended June 30, 2026 and 2025 (unaudited)
F-3
Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the Six Months Ended June 30, 2026 and 2025 (unaudited)
F-4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (unaudited)
F-5
Notes to the Unaudited Condensed Consolidated Financial Statements
F-6
- F-16
F- 1
SEATECH
VENTURES CORP.
CONDENSED
CONSOLIDATED BALANCE SHEETS
AS
OF JUNE 30, 2026 AND DECEMBER 31, 2025
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
As of
June 30, 2026
(Unaudited)
As of
December 31, 2025
(Audited)
ASSETS
CURRENT ASSETS
Accounts receivable, net
$ -
$ -
Deposits paid, prepayment and other receivables
8,302
7,104
Cash and cash equivalents
447
465
Total current assets
8,749
7,569
NON-CURRENT ASSETS
Investment in other companies
$ 2,915
$ 2,915
Total non-current assets
2,915
2,915
TOTAL ASSETS
$ 11,664
$ 10,484
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Account payable
$ 285,200
$ 285,200
Other payables and accrued liabilities
115,518
106,750
Total current liabilities
400,718
391,950
TOTAL LIABILITIES
$ 400,718
$ 391,950
STOCKHOLDERS’ DEFICIT
Preferred shares, $ 0.0001 par value; 200,000,000 shares authorized; None issued and outstanding
$ -
$ -
Common stock, $ 0.0001 par value, 600,000,000 shares authorized, 92,562,343 shares issued and outstanding as of June 30, 2026 and December 31, 2025 respectively
9,256
9,256
Additional paid-in capital
702,454
702,454
Accumulated deficit
$ ( 1,100,764 )
$ ( 1,093,176 )
TOTAL STOCKHOLDERS’ DEFICIT
$ ( 389,054 )
$ ( 381,466 )
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
$ 11,664
$ 10,484
See
accompanying notes to the unaudited condensed consolidated financial statements.
F- 2
SEATECH
VENTURES CORP.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR
THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2026 and 2025
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
2026
2025
2026
2025
Three months ended
June 30
Six months ended
June 30
2026
2025
2026
2025
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
REVENUE
$ -
-
$ -
-
COST OF REVENUE
-
-
-
-
GROSS PROFIT
-
-
-
-
OTHER INCOME
-
-
4,279
38,358
GENERAL AND ADMINISTRATIVE EXPENSES
( 9,046 )
( 17,721 )
( 11,864 )
( 48,180 )
OTHER OPERATING EXPENSES
( 1 )
( 4,639 )
( 3 )
( 4,369 )
LOSS BEFORE INCOME TAX
$ ( 9,047 )
$ ( 22,360 )
$ ( 7,588 )
$ ( 14,191 )
INCOME TAXES PROVISION
-
-
-
-
NET LOSS
( 9,047 )
( 22,360 )
( 7,588 )
( 14,191 )
OTHER COMPREHENSIVE LOSS
Foreign exchange translation (loss)/gain
-
( 325 )
-
3,036
COMPREHENSIVE LOSS
$ ( 9,047 )
$ ( 22,685 )
$ ( 7,588 )
$ ( 11,155 )
Net loss per share- Basic and diluted
( 0.00 )
( 0.00 )
( 0.00 )
( 0.00 )
Weighted average number of common shares outstanding - Basic and diluted
92,562,343
92,562,343
92,562,343
92,562,343
See
accompanying notes to the unaudited condensed consolidated financial statements.
F- 3
SEATECH
VENTURES CORP.
CONDENSED
CONSOLIDATED STATEMENTS OF
CHANGES
IN STOCKHOLDERS’ (DEFICIT) EQUITY
FOR
THE SIX MONTHS ENDED JUNE 30, 2026 and 2025
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
Six
Months Ended June 30, 2026 (Unaudited)
Number of
Shares
Amount
PAID-IN
CAPITAL
COMPREHENSIVE
LOSS
ACCUMULATED
DEFICIT
TOTAL
EQUITY
COMMON SHARES
ADDITIONAL
ACCUMULATED OTHER
Number of
Shares
Amount
PAID-IN
CAPITAL
COMPREHENSIVE
LOSS
ACCUMULATED
DEFICIT
TOTAL
EQUITY
Balance as of December 31, 2025
92,562,343
$ 9,256
$ 702,454
$ -
$ ( 1,093,176 )
$ ( 381,466 )
Net loss for the period
-
-
-
-
$ ( 7,588 )
( 7,588 )
Balance as of June 30, 2026
92,562,343
$ 9,256
$ 702,454
-
$ ( 1,100,764 )
$ ( 389,054 )
Six
Months Ended June 30, 2025 (Unaudited)
COMMON SHARES
ADDITIONAL
ACCUMULATED OTHER
Number of
Shares
Amount
PAID-IN CAPITAL
COMPREHENSIVE (LOSS)/INCOME
ACCUMULATED DEFICIT
TOTAL EQUITY
Balance as of December 31, 2024
92,519,843
$ 9,252
$ 659,958
$ ( 548 )
$ ( 1,053,835 )
$ ( 385,173 )
Foreign exchange translation gain
-
-
-
$ 3,036
-
$ 3,036
Issuance of Shares
42,500
$ 4
$ 42,496
-
-
$ 42,500
Net loss for the period
-
-
-
-
$ ( 14,191 )
$ ( 14,191 )
Balance as of June 30, 2025
92,562,343
$ 9,256
$ 702,454
$ 2,488
$ ( 1,068,026 )
$ ( 353,828 )
See
accompanying notes to the unaudited condensed consolidated financial statements.
F- 4
SEATECH
VENTURES CORP.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR
THE SIX MONTHS ENDED JUNE 30, 2026 and 2025
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
Six months
ended
June 30, 2026
(Unaudited)
Six months
ended
June 30, 2025
(Unaudited)
CASH FLOWS FOR OPERATING ACTIVITIES:
Net loss
$ ( 7,588 )
$ ( 14,191 )
Adjustments to reconcile net loss to net cash used in operating activities:
Written off on the amount due to other payable
( 4,279 )
-
Gain on disposal of investment
-
( 38,433 )
Changes in operating assets and liabilities:
Deposits paid, prepayment and other receivables
( 5,940 )
( 520 )
Amount due to a related party
-
15,393
Other payables and accrued liabilities
17,789
( 10,690 )
Net cash used in operating activities
$ ( 18 )
$ ( 48,441 )
CASH FLOWS FROM INVESTING ACTIVITY:
Proceeds from disposal of investment
-
40,583
Net cash generated from investing activity
$ -
$ 40,583
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of shares
-
42,500
Share subscription received in advance
-
( 42,500 )
Net cash provided by financing activities
$ -
$ -
Effect of exchange rate changes on cash and cash equivalents
-
436
Net change in cash and cash equivalents
( 18 )
( 7,422 )
Cash and cash equivalents, beginning of period
465
12,330
CASH AND CASH EQUIVALENTS, END OF PERIOD
$ 447
4,908
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid
$ -
$ -
Interest paid
$ -
$ -
See
accompanying notes to condensed consolidated financial statements.
F- 5
SEATECH
VENTURES CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2026
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
1.
DESCRIPTION OF BUSINESS AND ORGANIZATION
SEATech
Ventures Corp. is organized as a Nevada limited liability company, incorporated on April 2, 2018. For purposes of consolidated financial
statement presentation, SEATech Ventures Corp. and its subsidiaries are herein referred to as “the Company” or “we”.
The
Company business of which planned principal operations are to provide business mentoring, nurturing and incubation services relating
to client businesses and corporate development advisory services to entrepreneurs in the broader technology industry, but with a specific
focus on the information and communication technology industry.
On
May 2, 2018, the Company acquired 100 % interest in SEATech Ventures Corp., a private limited liability company incorporated in Labuan,
Malaysia.
On
December 21, 2018, SEATech Ventures Corp., the Malaysia Company acquired 100 % interest in SEATech Ventures (HK) Limited, a private limited
company incorporated in Hong Kong.
On
October 04, 2021, SEATech Ventures (HK) Limited subscribed 60 % of the equity interests in SEATech Bigorange CVC Sdn. Bhd., a private
limited company incorporated in Malaysia. The Malaysia Company changed its company name to SEATech CVC Sdn. Bhd. on February 22, 2022.
On February 25, 2022, SEATech Ventures (HK) Limited further acquired 40 % of the equity interests in SEATech CVC Sdn. Bhd., which in turn
owns 100 % of the equity interests in the Malaysia company.
On
January 03, 2022, SEATech Ventures (HK) Limited acquired 1 share, representing 100 % equity interest of SEATech Ventures Sdn. Bhd., a
Malaysia company, from the Chief Executive Officer, President, Secretary, Treasurer, Director, Mr. Chin Chee Seong, with consideration
of MYR 1.
On
October 13, 2023, the Company issued 21,831,660 shares of its restricted common stock at $ 0.80 per share to the shareholders of Just
Supply Chain Limited (“JSCL”), for acquisition of one hundred percent ( 100 %) of the equity of JSCL. On May 06, 2024, the
acquisition has been cancelled due to factors that came to light on the valuation of the entity and subsequently on July 01, 2024, the
21,831,660 shares were returned to the Company and are held as treasury shares, subsequently cancellation of the shares on November 12,
2024.
On
October 28, 2025, SEATech Ventures (HK) Limited completed the sale of its 100 % equity interests in SEATech Ventures Sdn. Bhd. and SEATech
CVC Sdn. Bhd. to Mr. Chin Chee Seong, with total consideration of MYR 20,001 (equivalents to US$ 4,742 ).
Details
of the Company’s subsidiaries:
SCHEDULE OF COMPANY’S SUBSIDIARIES
Company name
Place and date
of incorporation
Particulars of
issued capital
Principal activities
Proportional
of ownership
interest and voting
power held
1.
SEATech Ventures Corp.
Labuan / March 12, 2018
100 ordinary shares of US$1 each
Investment holding
100 %
2.
SEATech Ventures (HK) Limited
Hong Kong / January 30, 2018
1 ordinary share of HK$1 each
Business mentoring, nurturing and incubation, and corporate development advisory services
100 %
F- 6
SEATECH
VENTURES CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2026
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of presentation
The
consolidated financial statements for SEATech Ventures Corp. and its subsidiaries for the six months ended June 30, 2026 is prepared
in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts
of SEATech Ventures Corp. and its wholly owned subsidiaries, SEATech Ventures Corp. 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.
Certain
information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally
accepted in the United States of America (“US GAAP”) have been condensed or omitted. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the
period ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
The Condensed Consolidated Balance Sheet information as of December 31, 2025 was derived from the Company’s audited Consolidated
Financial Statements as of and for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed
with the SEC on April 16, 2026. These financial statements should be read in conjunction with that report.
Basis
of consolidation
The
condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and
transactions have been eliminated upon consolidation.
Use
of estimates
Management
uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect
the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported
revenue and expenses during the periods reported. Actual results may differ from these estimates.
Revenue
recognition
In
accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic
606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms
of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations
in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance
obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to
contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers
to its clients.
Revenue
is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The
Company derives its revenue from provision of business mentoring, nurturing, incubating and corporate development advisory services to
ICT and technology-based companies.
We
have not generated any revenue to date.
Cost
of revenue
Cost
of revenue includes the cost of services and product in providing business mentoring, nurturing, incubating and corporate development
advisory services.
We
have not incurred any cost of revenue to date.
Investments
Investments
in equity securities
The
Company accounts for its investments that represent less than 20 % ownership, and for which the Company does not have the ability to exercise
significant influence, using ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and
Financial Liabilities. The Company measure investments in equity securities without a readily determinable fair value using a measurement
alternative that measures these securities at the cost method minus impairment, if any, plus or minus changes resulting from observable
price changes on a non-recurring basis. Gains and losses on these securities are recognized in other income and expenses. At June 30,
2026, the Company had two investments in equity securities with carrying value of $ 2,915 (see Note 7).
Accounts
receivable
Accounts
receivable are recorded at the invoiced amount less an allowance for expected credit losses. Management reviews the adequacy of the allowance
for expected credit losses on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically
evaluates individual customer’s financial condition, credit history and the current economic conditions to make an adjustment to
the allowance when it is considered necessary. Account balances are charged off against the allowance after all means of collection have
been exhausted and the potential for recovery is considered remote.
Cash
and cash equivalents
Cash
and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions
and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
F- 7
SEATECH
VENTURES CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2026
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
Income
taxes
Income
taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under
this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities
are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are
expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date.
ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements
uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the
financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax
positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of
being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
Going
concern
The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the
settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements,
for the period ended June 30, 2026 the Company incurred a net loss of $ 7,588 , had an accumulated deficit of $ 1,100,764
and experienced negative operating cash flow of $ 18 .
These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date
that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the
Company is unable to continue as a going concern.
The
Company is currently in an early stage of development and has not yet generated sufficient revenues to support its operations. The Company’s
ability to continue as a going concern is dependent upon its ability to generate profitable operations and/or obtain additional financing
to meet its obligations and sustain its operations.
Management
has evaluated the significance of these conditions in relation to the Company’s ability to meet its obligations as they become
due within one year after the date that the financial statements are issued. To address these conditions, Management is actively pursuing
several strategic initiatives to improve our liquidity and capital position, especially after transition period of management. These
plans include but not limited to seeking additional private placements of equity, implementing cost-reduction measures in our operations,
and leveraging our recent expansion into corporate advisory services and family office management in Hong Kong and Southeast Asia to
generate immediate fee-based revenue. While there is no guarantee that these efforts will be successful, Management believes these actions
will provide the necessary capital to sustain operations through the 2026 fiscal year.
While
management believes that these plans, if successfully implemented, will provide the Company with sufficient liquidity to meet its obligations,
there can be no assurance that such financing or business opportunities will be available on acceptable terms, or at all. Accordingly,
substantial doubt about the Company’s ability to continue as a going concern remains.
The
financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts
and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
F- 8
SEATECH
VENTURES CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2026
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
Net
income/(loss) per share
The
Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income/(loss)
per share is computed by dividing the net income/(loss) by the weighted-average number of common shares outstanding during the period.
Diluted income per share is computed similar to basic income/(loss) per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if
the additional common shares were dilutive.
Foreign
currencies translation
The
reporting currency of the Company and its subsidiaries in Labuan and Hong Kong, are United States Dollars (“US$”), while
its former subsidiaries in Malaysia, maintains the books and record in Ringgit Malaysia (“MYR”), being the primary currency
of the economic environment in which these entities operate.
Transactions
denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing
at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated
into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded
in the statements of operations.
In
general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the US$ are translated
into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance
sheet date. Revenue and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation
of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the
statement of stockholders’ equity.
Translation
of amounts from RM into US$1 and HK$ into US$1 has been made at the following exchange rates for the respective periods:
SCHEDULE
OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATE
As of and for
the period ended
June 30, 2026
As of and for
the period ended
June 30, 2025
Period-end RM : US$1 exchange rate
4.07
4.21
Period-average RM : US$1 exchange rate
3.98
4.26
Period-end HK$ : US$1 exchange rate
7.84
7.85
Period-average HK$ : US$1 exchange rate
7.82
7.82
Related
parties
Parties,
which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control
the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also
considered to be related if they are subject to common control or common significant influence.
F- 9
SEATECH
VENTURES CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2026
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
Fair
value of financial instruments:
The
carrying value of the Company’s financial instruments: cash and cash equivalents, account receivables, amount due to a director,
and accounts payable and approximate at their fair values because of the short-term nature of these financial instruments.
The
Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”),
with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy
that prioritizes the inputs used in measuring fair value as follows:
Level
1: Observable inputs such as quoted prices in active markets;
Level
2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level
3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
Recent
accounting pronouncements
In
November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The new standard requires entities to disclose
additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset
amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified
the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income –
Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning
after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either
on a retrospective or prospective basis, and early adoption is permitted. The Company is currently evaluating the effect of adopting
of this ASU.
In
December 2025, the FASB issued ASU 2025-11 “Interim Reporting (Topic 270): Narrow-Scope Improvements”. This ASU provides
a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since
the end of the last annual reporting period that have a material impact on the entity. This ASU is effective for interim reporting periods
beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect of adopting of this ASU.
In
December 2025, the FASB issued ASU 2025-12 “Codification Improvements”. This ASU represents changes to the Codification that
(1) clarify, (2) correct errors, or (3) make minor improvements. This ASU is effective for annual reporting periods beginning after December
15, 2026, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating
the effect of adopting of this ASU.
The
Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of
any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
F- 10
SEATECH
VENTURES CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2026
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
3.
COMMON STOCK
On
October 13, 2023, the Company issued 21,831,660 shares of its restricted common stock at $ 0.80 per share to the shareholders of Just
Supply Chain Limited (“JSCL”), for acquisition of one hundred percent ( 100 %) of the equity of JSCL. On May 06, 2024, the
acquisition has been cancelled due to factors that came to light on the valuation of the entity, resulted on July 01, 2024, the 21,831,660
shares were returned to the Company and were held as treasury shares, subsequently cancellation of the shares on November 12, 2024.
As
of December 31, 2024 and 2023, the Company had received proceeds and entered into binding subscription agreements for 22,500 shares and
20,000 shares respectively, that were issued in April 2025. The Company had no remaining substantive performance obligations, and the
investors were irrevocably committed to the transactions as of the balance sheet date, with no conditions precedent remaining. On April
18, 2025, the Company issued 42,500 shares of common stock to four investors at $ 1.00 per share pursuant to subscription agreements.
Although the shares were physically issued in April 2025, they were backdated and treated as effective as of March 31, 2025.
As
of June 30, 2026 SEATech Ventures Corp. has an issued and outstanding common share of 92,562,343 .
4.
ACCOUNTS RECEIVABLE
SCHEDULE
OF ACCOUNTS RECEIVABLE
As of
June 30, 2026
(Unaudited)
As of
December 31, 2025
(Audited)
Accounts receivable, gross
$ 115,000
$ 115,000
Allowance for expected credit loss
( 115,000 )
( 115,000 )
Accounts receivable, net
$ -
$ -
The
movement in the allowance for expected credit loss for the period ended June 30, 2026 and year ended December 31, 2025 were as follows:
SCHEDULE OF ALLOWANCE FOR EXPECTED CREDIT LOSS
As of
June 30, 2026
(Unaudited)
As of
December 31, 2025
(Audited)
Balance at beginning of the period/year
$ 115,000
$ 115,000
Additions of allowance
-
-
Balance at end of the period/year
$ 115,000
$ 115,000
The
accounts receivable represents receivable amount from companies where the Company owns equity interest, which are trade in nature and
subject to normal trade term.
5.
CASH AND CASH EQUIVALENTS
As
of June 30, 2026, the Company recorded $ 447 of cash and cash equivalents which primarily consists of cash in bank.
F- 11
SEATECH
VENTURES CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2026
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
6.
DEPOSITS PAID, PREPAYMENT AND OTHER RECEIVABLES
Deposits
paid, prepayment and other receivables consisted of the following as of June 30, 2026 and December 31, 2025:
SCHEDULE
OF DEPOSITS PAID, PREPAYMENTS AND OTHER RECEIVABLES
As of
As of
June 30, 2026
(Unaudited)
December 31, 2025
(Audited)
Deposits paid
$ 262
$ 262
Prepayments
8,040
2,100
Other receivables
-
4,742
Total deposits paid, prepayment and other receivables
$ 8,302
$ 7,104
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).
On
March 31, 2026, the Company waived the other receivable of $ 4,742 due from Mr. Chin Chee Seong related to the disposal of subsidiaries
on October 28, 2025, as the Board determined collection costs would exceed the recovery value.
7.
INVESTMENT IN OTHER COMPANIES
SCHEDULE OF INVESTMENTS
As of
June 30, 2026
(Unaudited)
As of
December 31, 2025
(Audited)
AsiaFIN Holdings Corp. 1
$ 1,015
$ 1,015
catTHIS Holdings Corp. 2
1,900
1,900
Total investment in other companies
$ 2,915
$ 2,915
1
On December 24, 2019, the
Company has invested in AsiaFIN Holdings Corp. during the private placement stage. AsiaFIN Holdings Corp is a company providing business
technology solutions to its clients. SEATech Ventures Corp. also provides corporate development, mentoring, and incubation services
to AsiaFIN Holdings Corp. The investment in AsiaFIN Holdings Corp. is a strategic investment of the Company and the Company’s
efforts on nurturing and providing collaborating and networking opportunities to ICT entrepreneurs across Asia. The investment is
also aligning with the Company’s focus on the ICT industry. As of June 30, 2026, the Company acquired 12.26 % interest in AsiaFIN
Holdings Corp.
2
On August 30, 2021, the
Company has invested in catTHIS Holdings Corp. during the private placement stage. catTHIS Holdings Corp. is a company that providing
digital marketing service by using technologies such as mobile application known as “catTHIS App”. catTHIS App serve
as a marketing tool which provides free digital catalog management platform that gives its users the ability to upload and share
PDF catalogs anywhere and from any device. SEATech Ventures Corp. also provides corporate development, mentoring, and incubation
services to catTHIS Holdings Corp. The investment in catTHIS Holdings Corp. is a strategic investment of the Company. As of June
30, 2026, the Company acquired 14.99 % interest in catTHIS Holdings Corp.
8.
ACCOUNT PAYABLE
SCHEDULE OF ACCOUNT PAYABLE
As of
June 30, 2026
(Unaudited)
As of
December 31, 2025
(Audited)
Account payable
$ 285,200
$ 285,200
Total account payable
$ 285,200
$ 285,200
The
account payable represents payable to a wholly owned subsidiary of a corporate shareholder which is trade in nature and subject to normal
trade term.
F- 12
SEATECH
VENTURES CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2026
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
9.
OTHER PAYABLES AND ACCRUED LIABILITIES
Other
payables and accrued liabilities consisted of the following as of June 30, 2026 and December 31, 2025:
SCHEDULE OF OTHER PAYABLES AND
ACCRUED LIABILITIES
As of
June 30, 2026
(Unaudited)
As of
December 31, 2025
(Audited)
Other payables 1
$ 110,094
$ 81,507
Accrued audit fees
-
13,600
Accrued professional fees
5,424
6,624
Accrued expenses 2
-
5,019
Total payables and accrued liabilities
$ 115,518
$ 106,750
1
Other payables include
amount owing to related parties for advances to the Company for its operations (refer Note 13).
2
Accrued expenses include
compensation payable to our former directors and officers, amounting to $ 0 and $ 5,019 as of June 30, 2026 and December 31, 2025 respectively
(refer Note 13).
10.
INCOME TAXES
For
the six months ended June 30, 2026 and 2025, the local (United States) and foreign components of (loss)/profit before income taxes were
comprised of the following:
SCHEDULE OF LOSS BEFORE INCOME TAXES
Six months
ended
June 30, 2026
(Unaudited)
Six months
ended
June 30, 2025
(Unaudited)
Tax jurisdictions from:
Local
$ ( 10,881 )
$ ( 30,524 )
Foreign, representing
- Labuan
( 85 )
23,186 )
- Hong Kong
$ 3,378
$ ( 5,637 )
- Malaysia
-
( 1,216 )
Loss before income tax
$ ( 7,588 )
$ ( 14,191 )
The
provision for income taxes consisted of the following:
SCHEDULE
OF PROVISION FOR INCOME TAXES
For the period
ended
June 30, 2026
(Unaudited)
For the period
ended
June 30, 2025
(Unaudited)
Current:
- Local
-
-
- Foreign
-
-
Deferred:
- Local
-
-
- Foreign
-
-
Income tax expense
$ -
$ -
The
effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad
range of income tax rates. The Company has subsidiaries that operate in various countries: United States, Labuan and Hong Kong that are
subject to taxes in the jurisdictions in which they operate, as follows:
United
States of America
The
Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of June 30, 2026, the
operations in the United States of America incurred $ 698,698 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 $ 558,958 against the deferred
tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely
than not that these assets will not be realized in the future.
Labuan
Under
the current laws of the Labuan, SEATech Ventures Corp is governed under the Labuan Business Activity Act, 1990. The tax charge for such
company is based on 3 % of net audited profit.
Hong
Kong
SEATech
Ventures (HK) Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of 16.5 % on its assessable
income.
Malaysia
The
former subsidiaries, SEATech CVC Sdn. Bhd. and SEATech Ventures Sdn. Bhd are subject to Malaysia Corporate Tax, which is charged at the
statutory income tax rate range from 15 % to 24 % on its assessable income.
F- 13
SEATECH
VENTURES CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2026
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
11.
NET LOSS PER SHARE
Basic
net loss per share is computed using the weighted average number of common shares outstanding during the period. The following table
sets forth the computation of basic and diluted net loss per share for the period ended June 30, 2026 and 2025:
SCHEDULE OF COMPUTATION OF BASIC AND DILUTED NET PROFIT PER SHARE
Schedule of computation of net loss per share:
For the period
ended
June 30, 2026
(Unaudited)
For the period
ended
June 30, 2025
(Unaudited)
Net loss attributable to common shareholders
$ ( 7,588 )
$ ( 14,191 )
Weighted average common shares outstanding – Basic and diluted
92,562,343
92,562,343
Net loss per share – Basic and diluted#
$ ( 0.00 )
$ ( 0.00 )
#
For the period ended June
30, 2026 and 2025, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, as the Company
had no instruments outstanding that could potentially dilute earnings per share in the future.
12.
COMMITMENTS AND CONTINGENCIES
As
of June 30, 2026, the Company has no commitments or contingencies involved.
13.
RELATED PARTY BALANCES AND TRANSACTIONS
SCHEDULE
OF RELATED PARTY BALANCES AND TRANSACTIONS
Accounts receivable from related parties (Refer Note 4):
As of
June 30, 2026
(Unaudited)
As of
December 31, 2025
(Audited)
Accounts receivable, net
- catTHIS Holdings Corp. 1 (net of allowance of $ 115,000 as of June 30, 2026 and December 31, 2025)
$ -
$ -
Total
$ -
$ -
Accounts receivable from related parties
$ -
$ -
The
above related party receivables are trade in nature and subject to normal trade terms.
Other receivable from related parties (Refer Note 6):
As of
June 30, 2026
(Unaudited)
As of
December 31, 2025
(Audited)
Other receivable
$ -
$ 4,742
Other receivable
$ -
$ 4,742
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.
On
March 31, 2026, the Company waived the other receivable of $ 4,742 due from Mr. Chin Chee Seong related to the disposal of subsidiaries
on October 28, 2025, as the Board determined collection costs would exceed the recovery value.
Account payable due to a related party (Refer Note 8):
As of
June 30, 2026
(Unaudited)
As of
December 31, 2025
(Audited)
Due to a related party:
- GreenPro Financial Consulting Limited 2
$ 285,200
$ 285,200
Due
to a related party
$ 285,200
$ 285,200
The
above due to a related party is trade in nature and subject to normal trade terms.
Other payables due to related parties (Refer Note 9):
- AleeanPeace Group Holding Limited 3
49,727
20,157
- Mr. Raymond Lee Siu Kuen 4
41,928
40,205
- Mr. Gilbert Loke Che Chan 5
18,414
15,393
- Mr. Chin Chee Seong (Former Director and Executive Officer, resigned on June 12, 2025)
-
10,271
- Mr. Tan See Meng (Former Director, resigned on June 12, 2025)
-
500
Total
$ 110,069
$ 86,526
Other payables due to
related parties
$ 110,069
$ 86,526
The
above other payables to former directors and executive officers represent salary and director fees payable and advances to the Company
for its operations.
F- 14
SEATECH
VENTURES CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2026
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
The
above other payables to AleeanPeace Group Holding Limited, Mr. Raymond Lee Siu Kuen and Mr. Gilbert Loke Che Chan, represent advances
to the Company for its operations.
As of
As of
Investment in related parties:
June 30, 2026
(Unaudited)
December 31, 2025
(Audited)
AsiaFIN Holdings Corp 1
1,015
1,015
catTHIS
Holdings Corp. 1
1,900
1,900
Total
$ 2,915
$ 2,915
Investment in related
parties
$ 2,915
$ 2,915
For
the period ended June 30, 2026 and 2025, the Company has following transactions with related parties:
For the period
ended
June 30, 2026
(Unaudited)
For the period
ended
June 30, 2025
(Unaudited)
Included in General and administrative are the following expenses to related parties:
Executives’ compensation:
- Mr. Chin Chee Seong (Former Director and Executive Officer, resigned on June 12, 2025)
$ -
$ 3,750
- Mr. Tan See Meng (Former Director, resigned on June 12, 2025)
-
1,500
Total
$ -
$ 5,250
Executives’
compensation
$ -
$ 5,250
Non-executive Directors’ compensation:
- Mr. Cheah Kok Hoong (Former Director, resigned on June 12, 2025
-
1,500
Total
$ -
1,500
Non-executive Directors’ compensation
$ -
1,500
Company secretary fees:
-Asia UBS Global Limited 6
$ -
$ 3,000
-Asia UBS Global Limited 6
$ -
$ 3,000
Professional fees:
- Asia UBS Global Limited 6
$ -
$ 2,200
Professional
fees
$ -
$ 2,200
1
As of June 30, 2026, the
Company owns 12.26 %, and 14.99 % of interest in AsiaFIN Holdings Corp. and catTHIS Holdings Corp. respectively.
2
GreenPro Financial Consulting
Limited is a subsidiary of GreenPro Capital Corp. (GRNQ). GRNQ through its wholly owned subsidiaries, owns 3.46 % shareholding in
the Company.
3
Common management team
between the companies.
4
Mr. Raymond Lee Siu Kuen
is the Chief Executive Officer of AleeanPeace Group Holding Limited.
5
Mr. Gilbert Loke Che Chan
is one of the shareholders, owns 1.35 % shareholding in the Company.
6
Asia UBS Global Limited
is a subsidiary of GreenPro Capital Corp. (GRNQ). GRNQ through its wholly owned subsidiaries, owns 3.46 % shareholding in the Company.
14.
CONCENTRATIONS OF RISKS
(a)
Credit risk
Financial
instruments that are potentially subject to credit risk consists principally of accounts receivable. The Company believes the concentration
of credit risk in its accounts receivable is substantially mitigated by its ongoing credit evaluation process and relatively short collection
terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful
accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.
F- 15
SEATECH
VENTURES CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2026
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
15.
SEGMENT INFORMATION
ASC
280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with
the Company’s internal organization structure as well as information about services categories, business segments and major customers
in financial statements. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating
decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about
allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to
segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures
about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material
operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in
economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.
The
Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable
segments is shown as below:
By
Geography:
SCHEDULE
OF REPORTABLE SEGMENTS
United States
Malaysia
Hong Kong
Total
For the period ended June 30, 2026
United States
Malaysia
Hong Kong
Total
Revenues
$ -
$ -
$ -
$ -
Cost of revenues
$ -
$ -
$ -
$ -
Net (loss)/profit
$ ( 10,881 )
$ ( 85 )
$ 3,378
$ ( 7,588 )
Total assets
$ 8,050
$ 3,352
$ 262
$ 11,664
United States
Malaysia
Hong Kong
Total
For the period ended June 30, 2025
United States
Malaysia
Hong Kong
Total
Revenues
$ -
$ -
$ -
$ -
Cost of revenues
$ -
$ -
$ -
$ -
Net (loss)/profit
$ ( 30,524 )
$ 21,970
$ ( 5,637 )
$ ( 14,191 )
Total assets
$ 530
$ 9,495
$ 528
$ 10,553
* Revenue and costs are
attributed to countries based on the location of customers.
16.
SUBSEQUENT EVENTS
To
better reflect the nature of the Company’s new business direction, the Company name was changed to AleeanPeace Group Holdings Limited
on July 13, 2026. The Company’s common stock commenced trading under the corporate
name, AleeanPeace Group Holdings Limited and the trading symbol APGH, effective at the opening of trading on August 4, 2026.
F- 16
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year
ended December 31, 2025 filed with the Securities and Exchange Commission on April 16, 2026 (the “Form 10-K”) and presumes
that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together
with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.
The
following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guaranteed
of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking
statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We
strongly encourage investors to carefully read the factors described in our Form 10K in the section entitled “Risk Factors”
for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements.
We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should
also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report.
Company
Overview
AleeanPeace Group Holdings
Limited (the Company) operates as a holding company, conducting its business operations and strategic initiatives through its operating
subsidiaries. The Company currently executing a strategic transition period to realign and expand its business operations and corporate
focus. While continuing to support certain foundational operations—including corporate development advisory services—the Company
is actively broadening its operational scope. As part of this strategic evolution, the Company is exploring and positioning itself to
pursue one-stop multi-family office services and financial solutions provider. The Company is dedicated to providing tailored wealth succession,
asset management advisory, corporate advisory, financial training and family governance solutions to high-net-worth individuals, families,
and diverse clientele mainly in Hong Kong and Southeast Asia.
Historically, the Company has engaged in providing business mentoring
services, nurturing and incubation services relating to client businesses, corporate development advisory services to entrepreneurs in
the broader technology industry, and security token offering (STO) advisory services for digital/physical asset-backed companies. Following
changes in corporate leadership and strategic vision, the Company has phased out these legacy activities as its primary business focus
and is currently realigning its operations around comprehensive wealth management, corporate secretarial, accounting, tax, trust, and
family office advisory services targeted at high-net-worth individuals, families, and corporate clients.
At
present, our physical office is in Unit 310, 3/F, New East Ocean Centre, 9 Science Museum Road, Kowloon,
Hong Kong. Through our business development and expansion, our planned advisory
service suite includes:
1. Wealth Succession & Family Governance: Tailored asset protection, family wealth preservation, and
multi-generational succession structuring.
2. Asset & Family Funds Management: Strategic deployment and stewardship of client capital under rigorous
risk-management frameworks.
3. Corporate & Administrative Solutions: One-stop corporate secretarial, accounting, auditing, taxation,
and corporate advisory services (including governance, structuring, and IPO advisory).
4. Financial Training, Mentoring & Education: Specialized training
and mentorship programs designed to empower clients and business owners.
The Company has evaluated legacy operations (including
historical ICT mentorship and Labuan digital asset advisory initiatives) and determined to reallocate corporate resources entirely toward
wealth management and family office services. While legacy frameworks remain permissible under our corporate charter, they no longer represent
our core business model or revenue strategy. Our primary operational and financial resources are now fully dedicated to scaling our comprehensive
multi-family office ecosystem and financial solutions.
The strategic transition of our business focus
is subject to significant business, economic, regulatory, and competitive uncertainties. There can be no assurance that our strategic
pivot will be successfully implemented, that our new focus areas will generate anticipated revenues or operations, or that regulatory
frameworks governing digital assets and STOs will remain favorable or permit our planned activities. We undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Results
of Operation
For
the three months and six months ended June 30, 2026 and 2025
Revenue
The
Company did not generate revenue for the three months and six months ended June 30, 2026 and 2025.
Cost
of Revenue and Gross Margin
For
the three months and six months ended June 30, 2026 and 2025, the Company did not incur any cost of revenue and did not generate gross
profit for the three months and six months ended June 30, 2026 and 2025 respectively.
3
General
and administrative expenses
For
the three months and six months ended June 30, 2026, we had general and administrative expenses in the amount of $9,046 and $11,864 respectively,
while for the three months and six months ended June 30, 2025, we had general and administrative expenses in the amount of $17,721 and
$48,180 respectively, which were primarily comprised of salary, professional fee, compliance fee, office and operation expenses. The
decrease of general and administrative expenses was primarily attributable to the reduced personnel costs and office and operation expenses
due to resignation of directors and officers, lesser professional fees.
Net
Loss
For
the three months and six months ended June 30, 2026, the Company has incurred a net loss of $9,047 and $7,588 respectively. For the three
months and six months ended June 30, 2025, the Company has incurred a net loss of $22,360 and $14,191 respectively. The decrease in net
loss during the three months and six months ended June 30, 2026 was mainly due to the decrease of general and administrative expenses.
Liquidity
and Capital Resources
As
of June 30, 2026 and 2025, we had cash and cash equivalents of $447 and $4,908 respectively. We expect increased levels of operating
activities going forward will result in more significant cash flows.
We
depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital
requirements and to make capital investments in connection with ongoing operations.
Cash
Used In Operating Activities
For
the six months ended June 30, 2026 and 2025, net cash used in operating activities were $18 and $48,441 respectively. The decrease was
mainly due to the reduced costs and office and operation expenses for the six months ended June 30, 2026.
Cash
Generated From Investing Activity
For
the six months ended June 30, 2026 and 2025, the net cash generated from investing activity were $0 and $40,583. The investing cash flow
performance primarily reflects the proceeds from the disposal of 8,500,000 shares of JOCOM Holdings Corp. to an unrelated third party
for the six months ended June 30, 2025.
Cash
Generated From Financing Activities
For
the six months ended June 30, 2026 and 2025, net cash generated from financing activities were $0 and $0.
Credit
Facilities
We
do not have any credit facilities or other access to bank credit.
Off-balance
Sheet Arrangements
We
have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to our stockholders as of June 30, 2026.
Recent
Accounting Pronouncements
The
Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on
the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements
that have been issued that might have a material impact on its financial position or results of operations.
4
ITEM
3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information
required by this Item.
ITEM
4 CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures:
We
carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2026. This evaluation was carried out under the supervision and with the participation
of our Chief Executive Officer. Based upon that evaluation, our Chief Executive Officer concluded that, as of June 30, 2026, our disclosure
controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.
A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented
or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that,
as of June 30, 2026, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk
assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements
and application of both US GAAP and SEC guidelines.
Management’s
Remediation Initiatives
In
an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated,
or plan to initiate, the following series of measures:
1.
We plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical
accounting expertise within the accounting function. The accounting personnel is responsible for reviewing the financing activities,
facilitate the approval of the financing, record the information regarding the financing, and submit SEC filing related documents to
our legal counsel in order to comply with the filing requirements of SEC.
2.
We intend to add staff members to our management team for making sure that information required to be disclosed in our reports filed
and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and will the staff members
will have segregated responsibilities with regard to these responsibilities.
We
anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2026.
Changes
in Internal Control over Financial Reporting:
There
were no changes in our internal control over financial reporting during the quarter ended June 30, 2026, that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.
5
PART
II — OTHER INFORMATION
Item
1. Legal Proceedings
We
know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings
or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder
are an adverse party or has a material interest adverse to us.
Item
1A. Risk Factors.
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information
under this item.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item
3. Defaults Upon Senior Securities
None
Item
4. Mine Safety Disclosures
Not
applicable.
Item
5. Other Information.
None
6
ITEM
6. Exhibits
Exhibit
No.
Description
31.1
Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*
31.2
Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer*
32.1
Section 1350 Certification of principal executive officer *
32.2
Section 1350 Certification of principal financial officer *
101.INS
Inline XBRL Instance Document*
101.SCH
Inline XBRL Schema Document*
101.CAL
Inline XBRL Calculation
Linkbase Document*
101.DEF
Inline XBRL Definition
Linkbase Document*
101.LAB
Inline XBRL Label Linkbase
Document*
101.PRE
Inline XBRL Presentation
Linkbase Document*
104
Cover Page Interactive
Data File (embedded within the Inline XBRL document)
*
Filed herewith.
7
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
ALEEANPEACE GROUP HOLDINGS LIMITED
(Name of Registrant)
Date: August 14, 2026
By:
/s/
LEE MARCUS SHERRAY
Title:
Chief Executive Officer, President, Director
Date: August 14, 2026
By:
/s/
LOKE SEBASTIAN MUN FOO
Title:
Chief Financial Officer, Treasurer, Secretary
8
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.