What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-04-15 compared with 2024-05-10 · 147 added, 168 removed, 10 unchanged (97% of the section changed)

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

following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated

financial statements and the notes to those financial statements appearing elsewhere in this Report.

statements in this Report constitute forward-looking statements.

These forward-looking statements include statements, which involve risks

and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c)

anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital.

are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,”

“estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,”

“expects,” “management believes,” “we believe,” “we intend,” or the negative of these

words or other variations on these words or comparable terminology.

In light of these risks and uncertainties, there can be no assurance

that the forward-looking statements contained in this filing will in fact occur.

You should not place undue reliance on these forward-looking

forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities

laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which

the statements are made or to reflect the occurrence of unanticipated events.

Ventures Corp.

is a company that operates through its wholly owned subsidiary, SEATech Ventures Corp., a Company registered in Labuan,

Malaysia, which in turn owns 100% of SEATech Ventures (HK) Limited, the operating Hong Kong Company which is described below.

of SEATech Ventures Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition

and results of operations should be read in conjunction with our audited consolidated financial statements and the notes to those financial

statements appearing elsewhere in this Report.

Certain statements in this Report constitute forward-looking

These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things,

(a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future

financing plans, and (e) our anticipated needs for, and use of, working capital.

They are generally identifiable by use of the words “may,”

“will,” “should,” “anticipate,” “estimate,” “plan,” “potential,”

“project,” “continuing,” “ongoing,” “expects,” “management believes,” “we

believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology.

In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will

in fact occur.

You should not place undue reliance on these forward-looking statements.

The forward-looking statements speak only as of

the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any

forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence

of unanticipated events.

SEATech Ventures Corp.

a company that operates through its wholly owned subsidiary, SEATech Ventures Corp., a Company registered in Labuan, Malaysia, which in

turn owns 100% of SEATech Ventures (HK) Limited, the operating Hong Kong Company which is described below.

The purpose of SEATech Ventures

Labuan, Malaysia is to act as a holding company.

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.

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.

and SEATech Ventures Sdn.

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

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

Lumpur, Malaysia.

Group business activities are mainly providing business mentoring services, nurturing and incubation services relating to client businesses

and corporate development advisory services to entrepreneurs in the broader technology industry, but with a specific focus on the information

and communication technology industry.

respectively ,

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

Currently, our physical office

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

SEATech Group business activities

are mainly providing business mentoring services, nurturing and incubation services relating to client businesses and corporate development

advisory services to entrepreneurs in the broader technology industry, but with a specific focus on the information and communication

technology industry.

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.

part of our expansion plan, on September 20, 2022 Greenpro Capital Corp.

GRNQ) appointed SEATech Ventures (HK) Limited as a

listing sponsor to engage potential token issuers to list on Green-X, the World’s first Shariah-Compliant ESG (environment, social

and governance) Digital Asset Exchange (“DAX”) in Labuan, Malaysia.

According to global consulting firm BCG, the asset tokenization

market will grow 50 times from US$310 billion in this year, to US$16.1 trillion by 2030, driven by demand from a wide range of investors

for greater access to private markets (Source:

Our advisory services will center on our “ICT

Start-Up Mentorship Program”, which is designed to assist tech-based entrepreneurs in solving ICT industry pain points caused by

technical insufficiencies, inappropriate financial modelling and weak strategic positioning Our advisory services aim to improve the technical

exposure of our clients and to improve their sustainability in the ICT industry community through a combination of mentorship programs.

As part of our expansion

plan, on September 20, 2022 Greenpro Capital Corp.

GRNQ) appointed SEATech Ventures (HK) Limited as a listing sponsor to engage

potential token issuers to list on Green-X, the World’s first Shariah-Compliant ESG (environment, social and governance) Digital

Asset Exchange (“DAX”) in Labuan, Malaysia.

According to global consulting firm BCG, the asset tokenization market will grow

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

to private markets (Source:

World Economic Forum – Global Agenda Council, BCG Analysis) .

As a DAX listing

sponsor, SEATech Ventures (HK) Limited focus on digital/physical asset-backed companies in the STO (security token offering) listing

of Operations

for the year ended December 31, 2023 and 2022

Company generated revenue of $328,340 and $548,095 for the year ended December 31, 2023 and 2022.

The revenue represented income

from provision of business mentoring, nurturing and incubation services relating to client businesses and corporate development

advisory services.

A decrease of revenue was due to lower revenue deal flow during the year

ended December 31, 2023.

of Revenue and Gross Margin

the year ended December 31, 2023 and 2022, cost incurred in providing corporate development advisory services is $251,700 and

The decrease of cost of revenue is associated with the decrease in revenue for the year ended December 31, 2023.

Company generates gross profits of $76,640 and $94,042 for the year ended December 31, 2023 and 2022.

and Distribution Expenses

and distribution expenses for the year ended December 31, 2023 and 2022 amounted to $835 and $7,613 respectively.

These expenses comprised

expenses on website and website maintenance, marketing and networking event.

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

ended December 31, 2023.

and Administrative Expenses

and administrative expenses for the year ended December 31, 2023 and 2022 amounted to $378,634 and $182,522 respectively.

These expenses

are comprised of salary, professional fee, compliance fee, office and operation expenses.

The increase of general and administrative expenses is mainly due to the provision for credit loss allowance for

the year ended December 31, 2023.

Company recorded an amount of $0 and $1,936 as other income for the year ended December 31, 2023 and 2022 respectively.

This income is

derived from the foreign exchange gain.

Loss and Net Loss Margin

The net loss was $302,829 for the year ended December 31, 2023 as compared

to $94,157 for the year ended December 31, 2022.

The increase in net loss of $208,672 was contributed to the higher general and administrative

As a DAX listing sponsor, SEATech

Ventures (HK) Limited focus on digital/physical asset-backed companies in the STO (security token offering) listing on Green-X.

Results of Operations

Revenues for the year ended December 31, 2024 and 2023

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

the year ended December 31, 2024 and 2023.

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

services relating to client businesses and corporate development advisory services.

A decrease of revenue was due no revenue deal

flow during the year ended December 31, 2024.

Cost of Revenue and Gross Margin

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

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

The decrease of cost of revenue is associated with the

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

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

31, 2024 and 2023.

Selling and Distribution Expenses

Selling and distribution expenses for the year ended

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

These expenses comprised expenses on website and website maintenance,

marketing and networking event.

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

for the year ended December 31, 2024.

General and Administrative Expenses

General and administrative expenses for the year ended

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

These expenses are comprised of salary, professional fee, compliance

fee, office and operation expenses.

The decrease of general and administrative expenses is associated with lesser general and administrative

expenses incurred for the year ended December 31, 2024.

Taking into the loss for the year ended December 31, 2023, the accumulated loss

for the Company has increased from $594,080 to $896,909.

and Capital Resources

of December 31, 2023, we had cash and cash equivalents of $29,392.

We expect increased levels of operations going forward will result

in more significant cash flow and in turn working capital.

depend substantially on operating activities to provide us with the liquidity and capital resources we need to meet our working capital

requirements and to make capital investments in connection with ongoing operations.

Used in Operating Activities

the year ended December 31, 2023 and 2022, net cash used in operating activities was $124,661 and $59,529.

The cash used in operating

activities was mainly for payment of sales and marketing and general and administrative expenses.

Provided by Financing Activities

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

For the year ended December 31, 2022, net cash

provided by financing activities was $0.

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

(Used in) / Provided by Investing Activities

the financial year ended December 31, 2023, the net cash used in investing activities was $650.

For the financial year ended December

31, 2022, the net cash provided by investing activities was $200.

The investing cash flow performance primarily reflects the investment

in other companies.

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

Accounting Policies and Estimates

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

Those estimates and assumptions affect

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

revenue and expenses during the periods reported.

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

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

This income is derived from the foreign exchange gain.

Net Loss and Net Loss Margin

The net loss was $156,926 for the year ended December

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

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

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

Taking into the loss for the year ended December 31,

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

Liquidity and Capital Resources

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

We expect increased levels of operations going forward will result in more significant cash flow and in turn working capital.

We depend substantially on operating activities to

provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in

connection with ongoing operations.

Cash Used in Operating Activities

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

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

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

marketing and general and administrative expenses.

Cash Provided by Financing Activities

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

by financing activities was $22,500.

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

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

Cash Provided by / (Used in) Investing Activities

For the financial year ended December 31, 2024, the

net cash provided by investing activities was $650.

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

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

Credit Facilities

We do not have any credit facilities or other access

to bank credit.

Critical Accounting Policies and Estimates

Use of estimates

Management uses estimates and assumptions in preparing

these financial statements in accordance with US GAAP.

Those estimates and assumptions affect the reported amounts of assets and liabilities,

the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported.

Actual results may differ from these estimates.

Accounts receivable

Accounts receivable are recorded at the invoiced amount less an allowance

for any uncollectible accounts.

Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical

collection trends and aging of receivables.

Management also periodically evaluates individual customer’s financial condition, credit

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

Account balances are

charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Accounting Standards Board, or FASB, issued ASC 606.

The standard is a comprehensive new revenue recognition model that requires revenue

to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected

to be received in exchange for those goods or services.

Accounts receivable are recorded at the invoiced amount

less an allowance for any uncollectible accounts.

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

basis, using historical collection trends and aging of receivables.

Management also periodically evaluates individual customer’s

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

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

is considered remote.

Revenue recognition

accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic

606, Revenue from Contracts.

ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms

of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations

in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance

obligations, and (5) recognizing revenue as each performance obligation is satisfied.

The Company only applies the five-step model to

contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers

to its clients.

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

1 unchanged sentence

ICT and technology-based companies.

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.

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.

currencies translation

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.

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 and the equity accounts are translated at historical rates .

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 MYR and HK$ into US$1 has been made at the following exchange rates for the respective periods:

As of and for the year ended December 31,

Year-end MYR :

US$1 exchange rate

Year-average MYR:

US$1 exchange rate

Year-end HK$ :

US$1 exchange rate

Year-average HK$ :

US$1 exchange rate

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.

Sheet Arrangements

Company has no off-balance sheet arrangements

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information

under this item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule

12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY

The financial statements required by this item are

located in PART IV of this Annual Report.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K

Item 7. Management’s Discussion and Analysis