What changed in this filing

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Item 9A. Controls and Procedures

2025-04-15 compared with 2024-05-10 · 996 added, 1138 removed, 447 unchanged (83% of the section changed)

CONTROLS AND PROCEDURES

Control and Procedures

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over

financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the

supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of

directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America

and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets

of the company;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being

made only in accordance with authorizations of management and directors of the company;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s

assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

All internal control systems, no matter how well designed,

have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect

to financial statement preparation and presentation.

Because of the inherent limitations of internal control, there is a risk that material

misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.

However, these inherent

limitations are known features of the financial reporting process.

Therefore, it is possible to design into the process safeguards to

reduce, though not eliminate, this risk.

of December 31, 2023, management assessed the effectiveness of our internal control over financial reporting based on the criteria

for effective internal control over financial reporting established in Internal Control—Integrated Framework (ICIF-2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting

such assessments.

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

internal controls and procedures over were not effective.

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

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

material weaknesses.

Material Weakness

material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies, that

results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.

identified the following material weakness during its assessment of internal controls over financial reporting as of December 31, 2023.

do not have adequate segregation of duties and effective risk assessment – Lack of segregation of duties and effective risk

assessment may cause the Company to face the likelihood of fraud or theft, due to poor oversight, governance and review to detect errors.

the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual

or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control

over financial reporting as of December 31, 2023 based on criteria established in in COSO Internal Control - Integrated Framework (ICIF-2013).

Remediation Initiatives

an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated,

or plan to initiate, the following series of measures:

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.

intend to add staff members to our management team for making sure that information required to be disclosed in our reports filed

and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and will the staff members

will have segregated responsibilities with regard to these responsibilities.

anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2024.

in internal controls over financial reporting

was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially

affected, or is reasonably likely to materially affect, our internal controls over financial reporting:

annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal

control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered independent

public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s

report in this Annual Report on Form 10-K.

Disclosures Control and Procedures

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rule 13a-15(f)

or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive

and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are

subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies

or procedures may deteriorate.

All internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those

systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected

on a timely basis by internal control over financial reporting.

However, these inherent limitations are known features of the financial

reporting process.

Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of December 31, 2024, management assessed the effectiveness

of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established

in Internal Control—Integrated Framework (ICIF-2013) issued by the Committee of Sponsoring

Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.

Based on such evaluation,

the Company’s management concluded that, during the period covered by this Report, internal controls and procedures over were not

This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that

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

Identified Material Weakness

A material weakness in internal control over financial

reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material

misstatement of the financial statements will not be prevented or detected.

Management identified the following material weakness

during its assessment of internal controls over financial reporting as of December 31, 2024.

We do not have adequate segregation of duties and

effective risk assessment – Lack of segregation of duties and effective risk assessment may cause the Company to face the likelihood

of fraud or theft, due to poor oversight, governance and review to detect errors.

Accordingly, the Company concluded that these control

deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not

be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above,

management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2024

based on criteria established in in COSO Internal Control - Integrated Framework (ICIF-2013).

Management’s Remediation Initiatives

In an effort to remediate the identified material

weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function.

The accounting personnel is responsible for reviewing the financing activities, facilitate the approval of the financing, record the information regarding the financing, and submit SEC filing related documents to our legal counsel in order to comply with the filing requirements of SEC.

We intend to add staff members to our management team for making sure that information required to be disclosed in our reports filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and will the staff members will have segregated responsibilities with regard to these responsibilities.

We anticipate that these initiatives will be at least

partially, if not fully, implemented by the end of fiscal year 2025.

Changes in internal controls over financial reporting

There was no change in our internal controls over

financial reporting that occurred during the period covered by this Report, which has materially affected, or is reasonably likely to

materially affect, our internal controls over financial reporting:

This annual report does not include an attestation

report of the Company’s registered independent public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by the Company’s registered independent public accounting firm pursuant to rules of the Securities

and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

Executive Officer, President, Secretary, Treasurer, Director

Kok Wah (1) (6)

Kok Hoong (6)

Non-Executive Director

Ramesh Ruben (3) (6)

Non-Executive Director

Hock Chye (4)

Financial Officer

Kumar A/L Kantilal H.

Financial Officer

Seah Kok Wah tendered resignation as Director and member of the Audit Committee , effective on December 13, 2023.

Tan See Meng was appointed as Executive Director, effective

on December 14, 2023.

Louis Ramesh Ruben tendered resignation as Independent Non-Executive D irector

and member of the Audit Committee, effective o n December 13, 2023.

Tan Hock Chye tendered resignation, serving a two-month notice period as the Chief Financial

Officer, effective o n November 1, 2023.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE

Our executive officers and directors and their respective

ages as of the date hereof are as follows:

Chin Chee Seong

Chief Executive Officer,

Chief Financial Officer, President, Secretary, Treasurer, Director

Cheah Kok Hoong

Independent Non-Executive Director

Prabodh Kumar A/L Kantilal H.

Sheth was appointed as Chief Financial Officer, effective

on December 14, 2023 took over from Mr.

Tan Hock Chye.

On May 8, 2024, Mr.

Chief Financial Officer

Prabodh Kumar A/L Kantilal H.

Sheth tendered resignation

as the Chief Financial Officer.

As of January 1, 2023, our Audit

Committee comprised three members:

Seah Kok Wah, Mr.

Louis Ramesh Ruben and Mr.

Cheah Kok Hoong.

On December 13, 2023, Mr.

Seah Kok Wah and Mr.

Louis Ramesh Ruben resigned as member of the Committee.

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

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

Chin Chee Seong achieved a Bachelor Degree with Honours in Electrical, Electronic and Communication Engineering from National University

of Malaysia (UKM) in 1985.

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

Set forth below is a brief

description of the background and business experience of our executive officers and directors for the past five years.

Chin Chee Seong – President, Chief

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

Chin Chee Seong achieved

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

He was the councilor and past chairman of the National ICT Association of Malaysia (PIKOM).

He was appointed

as the Honorary Chairman of PIKOM and is currently the Advisor of PIKOM.

He was appointed as the Honorary Chairman

of PIKOM and is currently the Advisor of PIKOM.

Additionally, Mr.

Chin is also a National Vice President of

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

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

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

Chin is also a National Vice President of SME Association of Malaysia,

National President of the Malaysia Cross Boarder E-Commerce Association and Deputy Chairman of the Financial and Capital Market Committee

of the Chinese Chamber of Commerce & Industry of Kuala Lumpur & Selangor (KLSCCCI).

Chin served as a technical

engineer/technical manager of Seniko Sdn.

from 1985 to 1996.

is a third-party maintenance

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

From 1996 to 2000 he was

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

is a third-party maintenance company which provides

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

From 1996 to 2000 he was the General Manager of

Telekom Equipment Malaysia, a subsidiary of Telekom Malaysia Bhd.

From 2000 to 2006 Mr.

Chin served as Chief Executive

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

The Company’s services include virtual domain hosting,

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

2007 to present, Mr.

Chin has served as the Chief Executive Officer of Gonzo Rosso Malaysia, a wholly owned subsidiary of Japan listed

company, Gonzo Rosso K.K., which focused on the online gaming business, specifically operates online games and sells weapons and items

used in games.

Additionally, from 2014 to 2016, he was a Non-Executive Director of Galasys Plc., a company that provides information

technology solutions and management services for the amusement industry which including ticketing management, admission control, theatre

ticket management, online e-commerce, membership management, e-commerce, and e-wallet systems.

Chin also served as Independent &

Non-Executive Director at M-Mode Bhd, a digital contents and media company that offers contents through the engagement of devices and

media, from August 14, 2009 to June 7, 2012.

Chin’s decades of experience in the ICT industry and his seven years of experience in Online Gaming Industry, the board

of Directors has determined to elect Mr.

Chin served as Chief Executive Officer of JOC

Technology, a full-service application service provider.

The Company’s services include virtual domain hosting, virtual domain e-mail

services, and on-line e-commerce services.

From 2007 to present, Mr.

Chin has served as the Chief Executive Officer of Gonzo Rosso Malaysia, a wholly owned subsidiary of Japan listed company, Gonzo Rosso

K.K., which focused on the online gaming business, specifically operates online games and sells weapons and items used in games.

Additionally,

from 2014 to 2016, he was a Non-Executive Director of Galasys Plc., a company that provides information technology solutions and management

services for the amusement industry which including ticketing management, admission control, theatre ticket management, online e-commerce,

membership management, e-commerce, and e-wallet systems.

Chin also served as Independent & Non-Executive Director at M-Mode Bhd,

a digital contents and media company that offers contents through the engagement of devices and media, from August 14, 2009 to June 7,

Chin’s decades

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

Chin to the positions of Chief Executive Officer, President, Secretary, Treasurer, and Director.

Seah Kok Wah – Director

Seah Kok Wah is the current Deputy Chairman of the National ICT Association of Malaysia (PIKOM) and Vice President of the Malaysia Cross

Border E-Commerce Association (MCBEA).

He is also a board member of The World Information Technology and Services Alliance (WITSA), a

leading consortium of ICT industry association members from over 80 global economies.

He graduated with a Master’s Degree in Computer

Science from California State University, United States of America, in 1996.

Seah began his career in Silicon Valley as a software applications developer for Software Publishing Corporation and Netscape Communications

Corporation, from 1994 to 1997.

Seah joined Sun Microsystem Inc., an American company that sold computers, computer components, software,

and information technology services and created the Java programming language, the Solaris operating system, ZFS, the Network File System,

and SPARC, from 1997 to 2003 and held the position of Sun Professional Services Business Operation & Channels Management of Greater

Seah co-founded several companies including Bimbit.com Sdn.

in 2005, Afor Pte Ltd Singapore in 2002 which floated on the Singapore

Stock Exchange in 2008 and subsequently rebranded as “EpiCentre Holdings Ltd”.

Seah Kok Wah was also one of the co-founders

of Galasys PLC in 2010 that was floated on the London Stock Exchange in 2014.

Galasys PLC provides information technology solutions and

management services for the amusement industry as abovementioned.

He served as its Chief Executive Officer and Executive Director from

2014 to 2017.

Additionally, he has served as Chairman of SCCW Holdings Sdn.

in 2018 until now.

Seah’s corporate management and strategy experience in the information and computer technology industry has led the Board of Directors

to reach the conclusion that he should serve as the Chief Investment Officer and Director of the Company.

October 31, 2022, Mr.

Seah resigned as Chief Investment Officer of the Company and subsequently on December 13, 2023, he resigned as

Director of the Company.

Tan See Meng – Director

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

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

Accountants (FCCA).

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

He has hands on experience in several corporate exercises such

as restructuring exercise, due diligence, merger and acquisitions.

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

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

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

On December 14, 2023, Mr.

appointed as Executive Director of the Company .

Cheah Kok Hoong – Independent Non-Executive Director

Cheah Kok Hoong is a former Group Chief Executive Director of Hitachi Sunway Information System, better known as Hitachi Sunway, that

thrived in providing ICT and digital solutions and services in ASEAN.

Cheah’s career span over 30 years and have garnered experience

across various industries including business development, mergers and acquisition, business strategy development, regional expansion,

and process engineering across various verticals such as information technology, venture capital, conglomerates, manufacturing, and the

service industry.

Additionally, he holds various professional positions which includes the IT advisor to the Sunway Group, Director of

Powerware Systems, and General Partner of Sun SEA Capital.

Cheah is also the Honorary Chairman of the Malaysia Cross Border E-Commerce

Association (MCBEA) since 2019, as well as a Member of the Associated Chinese Chambers of Commerce and Industry of Malaysia (ACCCIM)

under the Finance and Capital Market Consultative Committee since 2018.

He is currently the Executive Chairman of SteerQuest Sdn Bhd,

Managing Director of SQ Digital Vision Group Sdn.

Tan See Meng is the Chief

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

Tan is a Chartered Accountant

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

Tan has more than 20

years of experience in accounting and finance field.

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

due diligence, merger and acquisitions.

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

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

during 2011 to 2013.

Cheah Kok Hoong – Independent Non-Executive

Cheah Kok Hoong is a

former Group Chief Executive Director of Hitachi Sunway Information System, better known as Hitachi Sunway, that thrived in providing

ICT and digital solutions and services in ASEAN.

Cheah’s career span over 30 years and have garnered experience across various

industries including business development, mergers and acquisition, business strategy development, regional expansion, and process engineering

across various verticals such as information technology, venture capital, conglomerates, manufacturing, and the service industry.

Additionally,

he holds various professional positions which includes the IT advisor to the Sunway Group, Director of Powerware Systems, and General

Partner of Sun SEA Capital.

Cheah is also the Honorary Chairman of the Malaysia Cross Border E-Commerce Association (MCBEA) since

2019, as well as a Member of the Associated Chinese Chambers of Commerce and Industry of Malaysia (ACCCIM) under the Finance and Capital

Market Consultative Committee since 2018.

He is currently the Executive Chairman of SteerQuest Sdn Bhd, Managing Director of SQ Digital

Vision Group Sdn.

and the Chief Executive Officer of Cognitive Digital Sdn Bhd.

In addition, he

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

Cheah also serves as an Industrial Advisory Board (IAB) member on both SoftwareONE and Sunway University, where he is dedicated to his

role as the Sunway University Business School’s Adjunct Practice Professor.

Furthermore, he is also an IAB member on various boards

within Sunway University itself, including the Department of Computing and Information Systems, the School of Science and Technology,

specifically the Research Centre for Nano-Materials and Energy Technology.

In addition, he is also an Advisor for the Aerospace

Engineering Edutech, Angkasa-X Holding.

Cheah also serves as

an Industrial Advisory Board (IAB) member on both SoftwareONE and Sunway University, where he is dedicated to his role as the Sunway University

Business School’s Adjunct Practice Professor.

Furthermore, he is also an IAB member on various boards within Sunway University itself,

including the Department of Computing and Information Systems, the School of Science and Technology, specifically the Research Centre

for Nano-Materials and Energy Technology.

In addition, Mr.

Cheah is also an External Industry Committee

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

Cheah is also an instrumental force that has been driving the growth of the Malaysian ICT industry as he is had also previously served

as the Chairman of PIKOM (The National Tech Association of Malaysia) between 2013 to 2015 as well as the Chairman of Human Capital Development,

a Chapter within PIKOM.

As of today, he is a renowned advisor to PIKOM’s various sectors and initiatives, namely Cybersecurity,

Venture Investment, and the World Congress on Information Technology (WCIT).

On top of that, he also serves as the Chairman of OM (formerly

known as Outsourcing Malaysia) in PIKOM.

Cheah’s past achievements include his induction into the PLC Hall of Fame for his leadership and stewardship in promoting the PLC

Leadership programme as part of the National ICT Certification & Standardization Grid (NICS Competence Grid), and the conferment

of PIKOM’s CIO Excellence Award for his outstanding leadership in the ICT adoption in Sunway Group.

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

Malaysia, since 1990.

Louis Ramesh Ruben – Independent Non-Executive Director

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

Accountants (FCCA), a chartered member of the Institute of Internal Auditors, as well as a Certified Financial Planner.

over 20 years of experience in accounting, auditing and risk management ranging from large public listed companies to multinational corporations,

government agencies as well as SME’s in a spectrum of industries including plantation, property development, manufacturing, trading,

IT, shipping, retailing, etc.

He started his career at Arthur Andersen, and subsequently moved to BDO.

He also has experience in corporate

finance with Southern Investment Bank Berhad.

Louis has hands-on experience on other corporate exercises such as due diligence, IPO’s,

issuance of bonds, corporate & debt restructuring and investigative audit.

His training and advisory experience includes topics on

Internal & Statutory Auditing, Public Sector/Government Audits, Value-for-Money Audits, ISQC 1, Risk Management & Internal Controls,

Review and Assurance Engagements such as Financial Due Diligence, Forecasts & Projections, Forensic & Fraud Accounting/Auditing,

as well as practical application of International Financial Reporting Standards (“IFRS”), Reporting Standards for SMEs (MPERS/PERS)

and public sector accounting (MPSAS).

He has facilitated training and provided advisory for public accountants across Asia Pacific, multinationals

and public sector institutions.

Louis is a certified trainer by the Human Resource Development Fund (HRDF), Ministry of Human Resources

Louis graduated from National University of Malaysia with a bachelor’s degree in Accounting.

He earned an MBA from the University

of Strathclyde, United Kingdom, graduated with a distinction in 2012 and a doctorate from University of Malaya in 2021.

December 13, 2023, Mr.

Louis resigned as an Independent Non-Executive Director of the Company.

Tan Hock Chye – Chief Financial Officer

Tan Hock Chye is the National Deputy Treasurer of the SME Association of Malaysia as well as the National Treasurer and Council Member

of Malaysia Cross Border E-Commerce Association.

Tan is a Chartered Global Management Accountant of the Association of International Certified Professional Accountants, and a Fellow

Member of the Chartered Institute of Management Accountants, United Kingdom, as well as a Chartered Accountant with the Malaysian Institute

of Accountants.

Tan obtained his Master’s Degree in Business Administration (MBA) from Oklahoma City University, United

States of America and he attended Harvard Premier Management Program organized by the Harvard Business School Alumni Club of Malaysia

Tan has more than 35 years of extensive working experience in both private and public companies in Papua New Guinea, Singapore and Malaysia.

The public companies that he has worked for includes Dataprep Holdings Berhad (Bursa Malaysia) as Chief Financial Officer, Chief Operating

Officer and Group Managing Director from 2003 to 2018, United Engineers (M) Berhad (Bursa Malaysia) as Head, Finance and Accounting of

Trading Division from 1991 to 1994, Malaysian subsidiary of PZ Cussons plc (London Stock Exchange) as Accounting Manager/Local Agent

from 1989 to 1991 and the Malaysian associated company of Chuan Hup Holdings Ltd (Singapore Stock Exchange) as Company Accountant/Secretary

from 1986 to 1989.

Private Companies that Mr.

Tan has worked for includes Wardah Communication Sdn.

as Chief Business Officer from

2018 to 2019, Ken-Air Holdings Sdn.

as Financial Controller and Chief Executive Officer from 1994 to 2003 and Word Publishing Co.

as Management Accountant and Chief Accountant from 1982 to 1985.

November 1, 2023, Mr.

Tan tendered his resignation, serving a two-month notice period as the Chief

Financial Officer of the Company.

Cheah is also an External Industry Committee Member for Master of Business

Analytics in the Department of Business Analytics.

Cheah is also an instrumental

force that has been driving the growth of the Malaysian ICT industry as he is had also previously served as the Chairman of PIKOM (The

National Tech Association of Malaysia) between 2013 to 2015 as well as the Chairman of Human Capital Development, a Chapter within PIKOM.

As of today, he is a renowned advisor to PIKOM’s various sectors and initiatives, namely Cybersecurity, Venture Investment, and

the World Congress on Information Technology (WCIT).

On top of that, he also serves as the Chairman of OM (formerly known as Outsourcing

Malaysia) in PIKOM.

Cheah’s past achievements

include his induction into the PLC Hall of Fame for his leadership and stewardship in promoting the PLC Leadership programme as part of

the National ICT Certification & Standardization Grid (NICS Competence Grid), and the conferment of PIKOM’s CIO Excellence Award

for his outstanding leadership in the ICT adoption in Sunway Group.

Cheah holds a Bachelor

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

Prabodh Kumar A/L Kantilal H.

Sheth – Chief Financial Officer

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

Chief Financial Officer

Sheth is the current

Chief Executive Officer of ICEE International Sdn.

and Chief Operations Officer of Cognitive Digital Sdn.

With a solid educational foundation in accounting, he is a Certified Public Accountant (AICPA) from the USA, and was a finance and computer

auditor with Arthur Andersen.

His subsequent 12 years in software development uniquely positioned him with a deep understanding of merging

business processes with software solutions, as well as an appreciation for engineering technologies supporting delivery operations, and

web and client-facing applications.

On December 14, 2023, Mr.

appointed as Chief Financial Officer of the Company, took over the role from Mr.

Tan Hock Chye.

in Certain Legal Proceedings

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

petition filed by or against any business of which such person was a general partner or executive officer either at the time of the

bankruptcy or within two years prior to that time;

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

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,

permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities

or banking activities;

found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have

violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State

securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended,

person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated

any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not

been subsequently reversed, suspended or vacated;

person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not

subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities

law or regulation;

or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited

to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist

order, or removal or prohibition order;

or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with

any business entity;

person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory

organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section

1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that

has disciplinary authority over its members or persons associated with a member.

Company currently has an independent non-executive director as member of our Board of Directors.

board of directors has established an Audit Committee and adopted written charters for the committee.

Copy of the charter is available

on our website and our board of directors may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee comprised of our director Mr.

Seah Kok Wah and our two independent non-executive directors:

Louis Ramesh Ruben and

With a solid educational

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

His subsequent 12 years in software development uniquely positioned him with a deep understanding of merging business processes

with software solutions, as well as an appreciation for engineering technologies supporting delivery operations, and web and client-facing

applications.

Kumar A/L Kantilal H.

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

Involvement in Certain Legal Proceedings

Our Directors and our Executive officers have not

been involved in any of the following events during the past ten years:

bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

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

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities;

being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation;

or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Independence of Directors

The Company currently has an independent non-executive

director as member of our Board of Directors.

Board Committees

Our board of directors has established an Audit Committee

and adopted written charters for the committee.

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

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

Audit Committee

Our Audit Committee comprised of our independent non-executive

Cheah Kok Hoong.

Louis is Chair of the Audit Committee and he qualifies as the Audit Committee financial expert as defined in

Item 407(d)(5) of Regulation S-K promulgated under the Securities Act.

December 13, 2023, Mr.

Seah Kok Wah tendered resignation as Director and member of the Audit

Louis tendered resignation as independent non-executive d irector

and member of the Audit Committee, effective o n December 13, 2023.

to the Audit Committee Charter, the Audit Committee consists of at least three Board members and such members shall constitute at least a majority of

the Company’s independent non-executive directors.

According to the Audit Committee Charter, the Audit

Committee consists of at least three Board members and such members shall constitute at least a majority of the Company’s independent

non-executive directors.

The Company’s website contains a copy of the Audit Committee Charter.

The Audit Committee Charter describes the primary functions of the Audit Committee, including the following:

the Company’s accounting and financial reporting processes;

audits of the Company’s financial statements;

policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and

the steps management has taken to monitor and control such exposures;

and discuss with management the Company’s audited financial statements and review with management and the Company’s independent

registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing

such financial statements.

to the board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last fiscal

separately, periodically, with management, with the Company’s internal auditors (or other personnel responsible for the internal

audit function) and with the Company’s independent registered public accounting firm;

directly responsible for the appointment, compensation, retention and oversight of the work of any independent registered public

accounting firm engaged to prepare or issue an audit report for the Company;

or recommend that the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered

public accounting firm;

major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent

registered public accounting firm, internal auditors or management.

board of directors has adopted a code of ethics that applies to all our directors, officers and employees, including our principal executive

officer, principal financial officer and principal accounting officer.

The code addresses, among other things, honesty and ethical conduct,

conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities

laws, confidentiality, trading on inside information, and reporting of violations of the code.

The code of ethics is available on the

Company’s website at https://www.seatech-ventures.com/.

Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors.

The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little

assistance until our business operations develop to a more advanced level.

Our Company does not currently have any specific or minimum

criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such

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

for election or appointment.

shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President,

at the address appearing on the first page of this Information Statement.

The Audit Committee Charter describes

the primary functions of the Audit Committee, including the following:

Oversee the Company’s accounting and financial reporting processes;

Oversee audits of the Company’s financial statements;

Discuss policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures;

Review and discuss with management the Company’s audited financial statements and review with management and the Company’s independent registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing such financial statements.

Recommend to the board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last fiscal year;

Meet separately, periodically, with management, with the Company’s internal auditors (or other personnel responsible for the internal audit function) and with the Company’s independent registered public accounting firm;

Be directly responsible for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged to prepare or issue an audit report for the Company;

Take, or recommend that the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered public accounting firm;

Review major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent registered public accounting firm, internal auditors or management.

Code of Ethics

Our board of directors has adopted a code of ethics

that applies to all our directors, officers and employees, including our principal executive officer, principal financial officer and

principal accounting officer.

The code addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with

laws, regulations and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on inside

information, and reporting of violations of the code.

The code of ethics is available on the Company’s website at https://www.seatech-ventures.com/.

Shareholder Proposals

Our Company does not have any defined policy or procedural

requirements for shareholders to submit recommendations or nominations for Directors.

The Board of Directors believes that, given the

stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop

to a more advanced level.

Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board

of Directors and we do not have any specific process or procedure for evaluating such nominees.

The Board of Directors will assess all

candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our Board

of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this Information

EXECUTIVE COMPENSATION

following table sets forth information concerning the compensation of our principal executive officer

and principal financial officer who served at the end of the year December 31, 2023, for services rendered in all capacities to

Compensation Table:

The following table sets

forth information concerning the compensation of our principal executive officer and principal financial

officer who served at the end of the year December 31, 2024, for services rendered in all capacities to us.

Summary Compensation Table:

Non-Equity Incentive Plan Compensation ($)

4 unchanged sentences

For the year ended December 31, 2023

Seah Kok Wah, Chief Investment Officer, Director (1)

For the year ended December 31, 2023

For the year ended December 31, 2022

Tan See Meng, Director

1 unchanged sentence

For the year ended December 31, 2023

Tan Hock Chye, Chief Financial Officer (3)

For the year ended December 31, 2023

For the year ended December 31, 2022

Prabodh Kumar A/L Kantilal H.

2 unchanged sentences

For the year ended December 31, 2023

October 31, 2022, Mr.

Seah Kok Wah resigned as Chief Investment Officer of the Company.

On December 13, 2023, Mr.

Seah resigned as

Director of the Company.

December 14, 2023, Mr.

Tan See Meng was appointed

as Executive Director of the Company.

As compensation for services as an Executive Director,

Tan shall receive a monthly fee of $500 in cash payable monthly, commencing on January 2, 2024

November 1, 2023, Mr.

Tan Hock Chye tendered his resignation, serving a two-month notice period

as the Chief Financial Officer of the Company.

December 14, 2023, Mr.

Prabodh Kumar A/L Kantilal H.

appointed as Chief Financial Officer of the Company.

As compensation for services as a Chief Financial Officer, Mr.

Sheth shall receive

a monthly fee of $1,250 in cash payable monthly, commencing on January 2, 2024.

Disclosure to Summary Compensation Table

are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

Our directors

and executive officers may receive stock options at the discretion of our board of directors in the future.

We do not have any material

bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers,

except that stock options may be granted at the discretion of our board of directors from time to time.

We have no plans or arrangements

in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination

of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

Option Grants

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

Chief Executive Officer, Chin Chee Seong, signed employment agreement on April 01, 2021 while our Chief Financial Officer, Tan Hock Chye,

signed employment agreement on July 01, 2021.

On November 1, 2023, Mr.

Tan Hock Chye tendered

his resignation, serving a two-month notice period as the Chief Financial Officer of the Company.

Taking over the role from Mr.

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

Narrative Disclosure to Summary Compensation Table

There are no arrangements or plans in which we provide

pension, retirement or similar benefits for directors or executive officers.

Our directors and executive officers may receive stock options

at the discretion of our board of directors in the future.

We do not have any material bonus or profit-sharing plans pursuant to which

cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the

discretion of our board of directors from time to time.

We have no plans or arrangements in respect of remuneration received or that may

be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation,

retirement, change of control) or a change of responsibilities following a change of control.

Stock Option Grants

We have not granted any stock options to our executive

officers since our incorporation.

Employment Agreements

Executive Officer, Mr.

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

Prabodh Kumar A/L Kantilal H.

Sheth was appointed as Chief Financial Officer and signed employment agreement with our Company

on December 14, 2023.

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

On May 8, 2024, Mr.

Prabodh Kumar

A/L Kantilal H.

Prabodh Kumar A/L Kantilal H.

Sheth tendered resignation as the Chief Financial Officer.

Discussion and Analysis

our fiscal year ended December 31, 2023, we provided monthly compensation to our independent non-executive directors, including Mr.

Ramesh Ruben for $500 and Mr.

Cheah Kok Hoong for $500 and monthly compensation of $500 to our non-executive director, Mr.

Seah Kok Wah.

All the non-executive directors are also the members of audit committee.

On December 13, 2023, Mr.

Louis and Mr.

Seah respectively resigned

as independent non-executive director and non-executive director of the Company.

Compensation Philosophy

Board of Directors determines the compensation given to our executive officers in their sole determination.

Our Board of Directors reserves

the right to pay our executive or any future executives a salary, and/or issue them shares of common stock in consideration for services

rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s

This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance

of our executives with our long-term business strategies.

Additionally, while our Board of Directors has not granted any performance

base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination

believes such grants would be in the best interests of the Company.

Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the

Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and

growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability

of such executives.

Stock Based Compensation

order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award

our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of

Directors, which we do not currently have any immediate plans to award.

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

of December 31, 2023, the Company has 114,351,503 shares of common stock issued and outstanding, which number of issued and outstanding

shares of common stock have been used throughout this report.

following table sets forth, as of December 31, 2023 certain information with regard to the record and beneficial ownership of the Company’s

common stock by (i) each person known to the Company to be the record or beneficial owner of more than 5% of the Company’s common

stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of

the Company as a group:

Our Chief Executive Officer, Mr.

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

Compensation Discussion and Analysis

Director Compensation

During our fiscal year ended December 31, 2024, we

provided monthly compensation to our executive director, Mr.

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

Kok Hoong for $500 monthly compensation.

Executive Compensation Philosophy

Our Board of Directors determines the compensation

given to our executive officers in their sole determination.

Our Board of Directors reserves the right to pay our executive or any future

executives a salary, and/or issue them shares of common stock in consideration for services rendered and/or to award incentive bonuses

which are linked to our performance, as well as to the individual executive officer’s performance.

This package may also include

long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term

business strategies.

Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board

of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would

be in the best interests of the Company.

Incentive Bonus

The Board of Directors may grant incentive bonuses

to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are

in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we

are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

Long-term, Stock Based Compensation

In order to attract, retain and motivate executive

talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with

long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any

immediate plans to award.

SECURITY OWNERSHIP

OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of December 31, 2024,

the Company has 92,519,843 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock

have been used throughout this report.

The following table sets

forth, as of December 31, 2024 certain information with regard to the record and beneficial ownership of the Company’s common stock

by (i) each person known to the Company to be the record or beneficial owner of more than 5% of the Company’s common stock, (ii)

each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of the Company

Name and Address of Beneficial Owner

2 unchanged sentences

Chief Executive Officer, President, Secretary, Treasurer and Director

Seah Kok Wah,

Non-Executive Director 1

Tan See Meng,

1 unchanged sentence

Independent Non-Executive Director

Louis Ramesh Ruben

Independent Non-Executive Director 3

Tan Hock Chye

Chief Financial Officer 4

Prabodh Kumar A/L Kantilal H.

4 unchanged sentences

STVC Talent Sdn Bhd 4

December 13, 2023, Mr.

Seah Kok Wah tendered his resignation

as a Non-Executive Director.

December 14, 2023, Mr.

Tan See Meng was appointed as Executive Director of the Board of Director.

December 13, 2023, Mr.

Louis Ramesh Ruben tendered

his resignation as an Independent Non-Executive Director .

November 1, 2023, Mr.

Tan Hock Chye tendered his resignation,

serving a two-month notice period as the Chief Financial Officer of the Company.

December 14, 2023, Mr.

Chin Chee Seong owns

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

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

Chin Chee Seong collectively, in the row of Mr.

Prabodh Kumar A/L Kantilal H.

appointed as Chief Financial Officer of the Company.

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

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

ownership has been determined in accordance with Rule 13d-3 under the Exchange Act.

Under this rule, certain shares may be deemed to

be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).

In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon

exercise of a n option or warrant) within 60 days of the date as of which the information is provided.

In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned

by such person by reason of such acquisition rights.

As a result, the percentage of outstanding shares of any person as shown in the

following table does not necessarily reflect the person’s actual voting power at any particular date.

ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment

power with respect to securities.

Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable

or exercisable within 60 days of the date of this table.

In determining the percent of common stock owned by a person or entity as

of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including

shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b)

the denominator is the sum of (i) the total shares of common stock outstanding on as of the date of this Annual Report (114,351,503

shares), and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities.

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

on the total issued and outstanding shares of 114,351,503 as of the date of this Annual Report.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE

April 2, 2018, the Company issued 100,000 shares of restricted common stock, with a par value of $0.0001 per share, to Mr.

Seong for initial working capital of $10.

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

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

3 Greenpro Asia Strategic SPC-

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

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

Beneficial ownership

has been determined in accordance with Rule 13d-3 under the Exchange Act.

Under this rule, certain shares may be deemed to be beneficially

owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).

shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of a n

option or warrant) within 60 days of the date as of which the information is provided.

In computing the percentage ownership of any person,

the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights.

As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s

actual voting power at any particular date.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.

Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of the date of this table.

In determining the percent of common stock owned by a person or entity as of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on as of the date of this Annual Report (92,519,843 shares), and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities.

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

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

DIRECTOR INDEPENDENCE

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

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

Chin Chee Seong for initial working capital of $10.

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

He is also a member of our Board of Directors.

April 2, 2018 Mr.

Seah Kok Wah was appointed Chief Investment Officer of the Company and was subsequently appointed as Director on March

On October 31, 2022, Mr.

Seah resigned as Chief Investment Officer of the Company.

On April 2, 2018 Mr.

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

31, 2022, Mr.

Seah resigned as Chief Investment Officer of the Company.

On December 13, 2023, Mr.

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

of the Company.

May 2, 2018, we, “the Company” acquired 100% of the equity interests in SEATech Ventures Corp (herein referred as the “Malaysia

Company”), a company incorporated in Labuan, Malaysia.

December 21, 2018, SEATech Ventures Corp, a Malaysia Company acquired SEATech Ventures (HK) Limited (herein referred as the “Hong

Kong Company”), a company incorporated in Hong Kong.

May 14, 2018, the Company issued 20,000,000 shares of restricted common stock to both Mr.

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

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

in Labuan, Malaysia.

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

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

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

of restricted common stock to both Mr.

Chin Chee Seong and Mr.

Seah Kok Wah, with

a par value of $0.0001 per share, for total additional working capital of $4,000.

August 7, 2018, the Company issued 10,000,000 shares of restricted common stock to GreenPro Venture Capital Limited, with a par value

of $0.0001 per share, for additional working capital of $1,000.

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

working capital of $4,000.

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

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

GreenPro Venture Capital Limited is owned by GreenPro Capital Corp.

controlling shareholders of GreenPro Capital Corp.

The controlling shareholders of GreenPro Capital Corp.

Lee Chong Kuang and Mr.

Loke Che Chan.

August 8, 2018, the Company issued 30,000,000 shares of restricted common stock to GreenPro Asia Strategic SPC, with a par value of $0.0001

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

GreenPro Asia Strategic SPC- GreenPro Asia Strategic Fund SP is owned and controlled

by GC Investment Management Limited.

August 27, 2018, the Company issued 10,000,000 shares of restricted common stock to STVC Talent Sdn.

Bhd., with a par value of $0.0001

per share, for additional working capital of $1,000.

Wang Sze Yao @ Wang Ming Way is the sole officer, director and controlling shareholder

of STVC Talent Sdn.

Venture Capital Limited is owned by GreenPro Capital Corp.

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

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

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

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

shares of restricted common stock to STVC Talent Sdn.

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

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

GreenPro Venture Capital Limited is owned by GreenPro

Capital Corp.

The controlling shareholders of GreenPro Capital Corp.

are Lee Chong Kuang

and Loke Che Chan.

the period ended December 31, 2018 the Company paid $60,000 to GreenPro Financial Consulting Limited for professional services.

the year ended December 31, 2019, the Company paid $158,720 to GreenPro Financial Consulting Limited for professional services and cost

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

the year ended December 31, 2020, the Company paid $233,400 to GreenPro Financial Consulting Limited for professional services and cost

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

the year ended December 31, 2021, the Company paid $307,700 GreenPro Financial Consulting Limited for professional services and cost

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

are Lee Chong Kuang and Loke Che Chan.

During the period ended December 31, 2018 the Company

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

For the year ended December 31, 2019, the Company

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

services to ICT and technology-based companies.

For the year ended December 31, 2020, the Company

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

services to ICT and technology-based companies.

For the year ended December 31, 2021, the Company

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

to ICT and technology-based companies.

For the year ended December 31, 2022, the Company

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

2 unchanged sentences

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

the year ended December 31, 2023, the Company incurred $20,730 payable to Asia UBS Global Limited for professional services and $251,700

to GreenPro Financial Consulting Limited for the cost of providing corporate development advisory services to ICT and technology-based

PARTY BALANCES AND TRANSACTIONS

For the year ended December 31, 2023, the Company

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

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

For the year ended December 31, 2024, the Company

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

RELATED PARTY BALANCES

AND TRANSACTIONS

Accounts receivable from related parties (Refer Note 4):

3 unchanged sentences

- catTHIS Holdings Corp.

1 (net of allowance of $ 115,000 as of December 31, 2023)

1 (net of allowance of $ 115,000 as of December 31, 2024 and December 31, 2023 respectively)

- JOCOM Holdings Corp.

-Celmonze Wellness Corporation 3

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

The above related party receivables

are trade in nature and subject to normal trade terms.

Account payable due to related parties (Refer Note 7):

3 unchanged sentences

- GreenPro Financial Consulting Limited 5

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

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

to normal trade terms.

Other payables due to related parties (Refer Note 8):

Chin Chee Seong (Director and Executive Officer)

Tan See Meng (Director)

Prabodh Kumar A/L Kantilal H.

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

Tan Hock Chye (Executive Officer)

1 unchanged sentence

Cheah Kok Hoong (Director)

Seah Kok Wah (Director)

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

- Asia UBS Global Limited 4

above other payables to directors and executive officers represent salary and director fees payable.

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

The above other payables

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

The above other payable to

Asia UBS Global Limited represent payables due for professional fees.

Investment in related parties:

6 unchanged sentences

Celmonze Wellness Corporation 3

the years ended December 31, 2023 and 2022, the Company has following transactions with related parties:

For the years ended December

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

For the year ended

5 unchanged sentences

- AsiaFIN Holdings Corp.

- JOCOM Holdings Corp.

- catTHIS Holdings Corp.

-Celmonze Wellness Corporation 3

- GreenPro Venture Capital Limited 5

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

- GreenPro Financial Consulting Limited 5

-Asia UBS Global Limited 3

- GreenPro Newfin Academy Sdn.

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

1 unchanged sentence

Chin Chee Seong (Director and Executive Officer)

Tan See Meng (Director)

Prabodh Kumar A/L Kantilal H.

Sheth (former Executive Officer, resigned

on May 8, 2024)

Tan Hock Chye (Executive Officer)

Seah Kok Wah (Chief Investment Officer)

Non-executive Directors’ compensation:

1 unchanged sentence

Cheah Kok Hoong

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

Company secretary fees:

-Asia UBS Global Limited 4

-GreenPro Resources Sdn.

Professional fees:

- Asia UBS Global Limited 4

of December 31, 2023, the Company owns 12,26%, 5.68%, 14,76% and 14.99% of interest in AsiaFIN Holdings Corp., Angkasa-X Holdings Corp.,

JOCOM Holdings Corp.

and catTHIS Holdings Corp.

1 As of December 31, 2024, the Company owns

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

and catTHIS Holdings

respectively.

of December 31, 2023, the Company invested USD 650 in Celmonze Wellness Corporation during the private placement stage.

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

UBS Global Limited is a subsidiary of GreenPro Capital Corp.

GRNQ through its wholly owned subsidiaries, owns 27.55% shareholding

in the Company.

Financial Consulting Limited is a subsidiary of GreenPro Capital Corp.

GRNQ through its wholly owned subsidiaries, owns 27.55%

shareholding in the Company.

Venture Capital Limited is a subsidiary of GreenPro Capital Corp.

GRNQ through its wholly owned subsidiaries, owns 27.55% shareholding

in the Company.

major shareholder of GreenPro Newfin Academy Sdn.

is a shareholder of GreenPro Capital Corp.

GRNQ through its wholly owned

subsidiaries, owns 27.55% shareholding in the Company.

Resources Sdn.

2 Divestment in Angkasa-X Holdings

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

3 Divestment in Celmonze Wellness Corporation

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

4 Asia UBS Global Limited is a subsidiary

of GreenPro Capital Corp.

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

5GreenPro Financial Consulting Limited

is a subsidiary of GreenPro Capital Corp.

GRNQ through its wholly owned subsidiaries, owns 27.55% shareholding

in the Company.

Approval and Ratification of Related Party Transactions

our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification

of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders.

establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so

that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee

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

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

Review, Approval and Ratification of Related Party

Given our small size and limited financial resources,

we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above,

with our executive officer(s), Director(s) and significant stockholders.

We intend to establish formal policies and procedures in the

future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review,

approval or ratification of our Board of Directors, or an appropriate committee thereof.

On a moving forward basis, our Directors will

continue to approve any related party transaction.

PRINCIPAL ACCOUNTING FEES AND SERVICES

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

Below is the aggregate amount of fees billed for professional

services rendered by our principal accountants with respect to our last two fiscal years.

For the Year Ended

3 unchanged sentences

Audit related fees

category of “Audit fees” includes fees for our annual audit, and services rendered in connection with regulatory filings

with the SEC, such as the issuance of comfort letters and consents.

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

consultation.

of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided

by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board

of directors.

The category of “Audit fees” includes

fees for our annual audit, and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters

and consents.

The category of “Audit-related fees” includes

quarterly reviews, employee benefit plan audits, internal control reviews and accounting consultation.

All of the professional services rendered by principal

accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory

and regulatory filings or engagements for last two fiscal years were approved by our board of directors.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements

The following are filed as part of this report:

Financial Statements

following are filed as part of this report:

following financial statements of SEATech Ventures Corp.

and Report of Independent Registered Public Accounting Firm are presented in

the “F” pages of this Report:

The following financial statements of SEATech Ventures

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

Report of Independent Registered Public Accounting Firm

Financial Statements

Consolidated Balance Sheets

Consolidated Statements of Operations

Statements of Stockholders’ (Deficit) Equity

Consolidated Statements of Stockholders’ (Deficit) Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

following exhibits are filed or “furnished” herewith:

The following exhibits are filed or “furnished”

Articles of Incorporation**

5 unchanged sentences

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

* Filed herewith.

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

** As filed in the Registrant’s

Registration Statement on Form S-1 Amendment No.

333-230479) on May 30, 2019.

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.

VENTURES CORP.

of Registrant)

CHIN CHEE SEONG

Executive Officer,

Director, Secretary and Treasurer

TO FINANCIAL STATEMENTS

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.

SEATECH VENTURES CORP.

(Name of Registrant)

April 15, 2025

/s/ CHIN CHEE SEONG

Chief Executive Officer, Chief Financial Officer,

President, Director, Secretary and Treasurer

April 15, 2025

/s/ TAN SEE MENG

INDEX TO FINANCIAL STATEMENTS

Financial Statements

Report of Independent Registered Public Accounting Firm

1 unchanged sentence

Consolidated Statements of Operations and Comprehensive Loss

Statements of Changes in Stockholders’ (Deficit) Equity

Consolidated Statements of Changes in Stockholders’ (Deficit) Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

ASSOCIATE PLT

J&S ASSOCIATE PLT

(LLP0033395-LCA) & AF002380

with PCAOB and MIA)

Megan Avenue II

Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia

(Registered with PCAOB and MIA)

B-11-14, Megan Avenue II

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

+603-4813 9469

1 unchanged sentence

jns-associate.com

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

The Board of Directors and Stockholders of

SEATECH VENTURES CORP.

1 unchanged sentence

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

and its subsidiaries (the ‘Company’) as

of December 31, 2023, and the related consolidated statement of operations and comprehensive loss, consolidated statement of changes

in stockholders’ (deficit) equity, and consolidated statement of cash flows for the year ended December 31, 2023, and the related

notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash

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

and its subsidiaries (the ‘Company’)

as of December 31, 2024 and December 31, 2023, and the related consolidated statement of operations and comprehensive loss,

consolidated statement of changes in stockholders’ (deficit) equity, and consolidated statement of cash flows for the year

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

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the

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

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

Substantial Doubt about the Company’s

Ability to Continue as a Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 2, the Company incurred a net loss of $302,829, suffered an accumulated deficit of $896,909 and negative operating cash flow

of $124,661 as of December 31, 2023.

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

These financial statements do not include any adjustments that that may be necessary to reflect the effects on the recoverability and

classification of assets and additional liabilities that may arise if the Company is not able to continue as a going concern.

The accompanying consolidated

financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2, to the

consolidated financial statements as of December 31, 2024, the Company incurred a net loss of $156,926, suffered an accumulated

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

These matters raise substantial doubt

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

Management's evaluation of the conditions and events that raise substantial

doubt about the Company’s ability to continue as a going concern, and management's plans to mitigate these matters, are described

These financial statements do not include any adjustments that may be necessary to reflect the effects on the recoverability and classification of assets and additional liabilities that may

arise if the Company is not able to continue as a going concern.

Our opinion is not modified with respect to this matter.

Basis for Opinion

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

Our responsibility is to express

an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform

the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose

of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express

no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements,

whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis,

evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current year audit of the financial statements that were communicated

or are required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements, and (2) involved especially challenging, subjective, or complex judgements.

We determined that there are no critical audit

These financial statements are the responsibility

of the Company’s management.

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

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

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

federal securities laws and the applicable

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

We conducted our audit in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ J&S ASSOCIATE PLT

1 unchanged sentence

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

Lumpur, Malaysia

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

Ventures Corp.

& 11-06, Tower A, Avenue 3 Vertical Business Suite,

Kerinchi, Bangsar South, 59200 Kuala Lumpur, Malaysia.

on the Financial Statements

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

(the ‘Company’) as of December 31, 2022,

and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the year

ended of December 31, 2022, and the related notes (collectively referred to as the “financial statements”).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and

the results of its operations and its cash flows for each of two years in the year ended December 31, 2022, in conformity with accounting

principles generally accepted in the United States of America.

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

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

financial statements based on our audits.

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

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

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

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that

our audits provide a reasonable basis for our opinion.

financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial

statements, the Company had incurred a net loss of $94,157 during the year, had an accumulated deficit of $594,080 and negative operating

cash flows of $59,529 as of December 31, 2022.

These factors raise substantial doubt about its ability to continue as a going concern.

Management’s plans regarding those matters also are described in Note 2.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

Audit Matters

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be

communicated to those charged with governance that:

(1) relate to accounts or disclosures that are material to the financial statements

and (2) involved our especially challenging, subjective, or complex judgements.

We determined that there are no critical matters.

JP CENTURION & PARTNERS PLT

CENTURION & PARTNERS PLT

have served as the Company’s auditor since 2020.

Centurion & Partners PLT (PCAOB:

Lumpur, Malaysia

March 31, 2023

VENTURES CORP.

BALANCE SHEETS

OF DECEMBER 31, 2023 AND 2022

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

Kuala Lumpur, Malaysia

April 15, 2025

SEATECH VENTURES CORP.

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2024 AND 2023

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

except for number of shares)

As of December 31,

11 unchanged sentences

Other payables and accrued liabilities

Amount due to a corporate shareholder

Share subscription received in advance

11 unchanged sentences

$ ( 896,909 )

TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY

TOTAL STOCKHOLDERS’ DEFICIT

$ ( 385,173 )

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

accompanying notes to consolidated financial statements.

VENTURES CORP.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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

$ ( 227,986 )

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

See accompanying notes to consolidated financial statements.

SEATECH VENTURES CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

except for number of shares)

For the year ended

7 unchanged sentences

$ ( 156,926 )

$ ( 302,829 )

INCOME TAXES PROVISION

3 unchanged sentences

$ ( 157,187 )

$ ( 302,872 )

Net loss per share- Basic and diluted (cent)

Weighted average number of common shares outstanding - Basic and diluted

accompanying notes to consolidated financial statements.

VENTURES CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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

Number of Shares

PAID-IN CAPITAL

See accompanying notes to consolidated financial statements.

SEATECH VENTURES CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

(DEFICIT) EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

except for number of shares)

COMPREHENSIVE

CONTROLLING INTEREST

COMPREHENSIVE

Balance as of December 31, 2022

$ ( 594,080 )

Step acquisition

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

Foreign exchange translation loss

2 unchanged sentences

$ ( 227,986 )

Issuance of shares for acquisition of Just Supply Chain Limited on October

$ ( 896,909 )

$ ( 227,986 )

Cancellation of shares on November 12, 2024

for termination of acquisition of Just Supply Chain Limited

( 21,831,660 )

Foreign exchange translation loss

4 unchanged sentences

$ ( 385,173 )

accompanying notes to consolidated financial statements

VENTURES CORP.

STATEMENT OF CASH FLOWS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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

See accompanying notes to consolidated financial statements

SEATECH VENTURES CORP.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

For the year ended

4 unchanged sentences

$ ( 156,926 )

$ ( 302,829 )

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

5 unchanged sentences

Other payables and accrued liabilities

Amount due to a corporate shareholder

Net cash used in operating activities

2 unchanged sentences

Refund of investment in other companies

Net cash (used in) / provided by investing activities

Net cash provided by / (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

8 unchanged sentences

Interest paid

accompanying notes to consolidated financial statements.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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

See accompanying notes to consolidated financial statements.

SEATECH VENTURES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

except for number of shares)

ORGANIZATION AND BUSINESS BACKGROUND

Ventures Corp.

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

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

services to ICT and technology-based companies.

May 2, 2018, the Company acquired 100 % of the equity interests in SEATech Ventures Corp (herein referred as the “Malaysia Company”),

a private limited company incorporated in Labuan, Malaysia.

December 21, 2018, SEATech Ventures Corp, the Malaysia Company acquired SEATech Ventures (HK) Limited (herein referred as the “Hong

Kong Company”), a private limited company incorporated in Hong Kong.

October 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

SEATech Ventures Corp.

(“the Company”)

was incorporated on April 2, 2018 under the laws of the state of Nevada.

The Company, through its subsidiaries, engages in

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

On May 2, 2018, the Company acquired 100 % of the equity

interests in SEATech Ventures Corp (herein referred as the “Malaysia Company”), a private limited company incorporated in

Labuan, Malaysia.

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

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

in Hong Kong.

On October 04, 2021, SEATech Ventures (HK) Limited

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

Malaysia Company changed its company name to SEATech CVC Sdn.

on February 22, 2022.

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

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

January 03, 2022, SEATech Ventures (HK) Limited acquired 1 share, representing 100 % equity interest of SEATech Ventures Sdn.

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

Chin Chee Seong, with consideration

October 13, 2023, the Company issued 21,831,660 shares of its 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.

As of the date of this filing, the acquisition has been cancelled due

to factors that came to light on the valuation of the entity.

of the Company’s subsidiaries:

SCHEDULE OF COMPANY SUBSIDIARIES

On February 25, 2022, SEATech Ventures (HK) Limited

further acquired 40 % of the equity interests in SEATech CVC Sdn.

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

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

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

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

President, Secretary, Treasurer and Director, Mr.

Chin Chee Seong, with consideration of MYR 1.

On October 13,

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

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

equity of JSCL.

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

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

were returned to the Company and were held as treasury shares, subsequently cancellation of the shares on November 12, 2024.

Details of the Company’s subsidiaries:

SCHEDULE OF COMPANY’S SUBSIDIARIES

Place and date of

21 unchanged sentences

Provision of corporate advisory services

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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

Ventures Corp.

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

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

and communication technology industry.

We will primarily focus our efforts on nurturing ICT entrepreneurs in Asia.

Our advisory services

will center on our “ICT Start-Up Mentorship Program”, which is designed to assist tech-based entrepreneurs in solving ICT

industry pain points caused by technical insufficiencies, inappropriate financial modelling and weak strategic positioning within a competitive

The program aims to improve the technical exposure of our clients and to improve their sustainability in the ICT industry

community through a combination of mentorship programs.

SEATECH VENTURES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

except for number of shares)

Business Overview

SEATech Ventures Corp.

is a company providing business

mentoring services, nurturing and incubation services relating to client businesses and corporate development advisory services to entrepreneurs

in the broader technology industry, but with a specific focus on the information and communication technology industry.

We will primarily

focus our efforts on nurturing ICT entrepreneurs in Asia.

Our advisory services will center on our “ICT Start-Up Mentorship Program”,

which is designed to assist tech-based entrepreneurs in solving ICT industry pain points caused by technical insufficiencies, inappropriate

financial modelling and weak strategic positioning within a competitive environment.

The program aims to improve the technical exposure

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

the year ended December 31, 2024, we did not generate revenue due to adverse economic situation.

We are continuously exploring new business

opportunities.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this

note and elsewhere in the accompanying consolidated financial statements and notes.

of presentation

consolidated financial statements for SEATech Ventures Corp.

and its subsidiaries for the year ended December 31, 2023 is prepared in

accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts

of SEATech Ventures Corp., its wholly owned subsidiaries, SEATech Ventures Corp., SEATech Ventures (HK) Limited, SEATech

The accompanying consolidated financial statements

reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated

financial statements and notes.

Basis of presentation

The consolidated financial statements for SEATech

Ventures Corp.

and its subsidiaries for the year ended December 31, 2024 is prepared in accordance with accounting principles generally

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

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

SEATech Bigorange CVC Sdn.

Bhd.) and SEATech Ventures Sdn.

Intercompany accounts and transactions have

been eliminated on consolidation.

Intercompany accounts and transactions have been eliminated on

consolidation.

The Company has adopted December 31 as its fiscal year end.

of consolidation

consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company is the primary beneficiary.

All inter-company accounts and transactions have been eliminated upon consolidation.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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

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

Those estimates and assumptions affect

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

revenue and expenses during the periods reported.

Basis of consolidation

The consolidated financial statements include the

accounts of the Company and its subsidiaries in which the Company is the primary beneficiary.

All inter-company accounts and transactions

have been eliminated upon consolidation.

SEATECH VENTURES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

except for number of shares)

Use of estimates

Management uses estimates and assumptions in preparing

these financial statements in accordance with US GAAP.

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

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

Actual results may differ from these estimates.

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

606, Revenue from Contracts .

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

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

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

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

The Company only applies the five-step model to

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

to its clients.

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

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

ICT and technology-based companies.

of revenue includes the cost of services and product in providing business mentoring, nurturing, incubating and corporate development

advisory services.

in equity securities

Company accounts for its investments that represent less than 20 % ownership, and for which the Company does not have the ability to exercise

significant influence, using ASU 2016-01, Financial Instruments – Overall:

Recognition and Measurement of Financial Assets and

Financial Liabilities .

The Company measure investments in equity securities without a readily determinable fair value using a measurement

alternative that measures these securities at the cost method minus impairment, if any, plus or minus changes resulting from observable

price changes on a non-recurring basis.

Gains and losses on these securities are recognized in other income and expenses.

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

At December 31, 2022, the Company had

four investments in equity securities with carrying value of $ 5,065 (see Note 6).

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.

and cash equivalents

and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions

and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

provision of income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”).

Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between

the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities

are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are

expected to be recovered or settled.

Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income

in the period that includes the enactment date.

740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements

uncertain tax positions taken or expected to be taken on a tax return.

Under ASC 740, tax positions must initially be recognized in the

financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.

positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of

being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

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 year

ended December 31, 2023, the Company incurred a net loss of $ 302,829 , suffered an accumulated deficit of $ 896,909 and negative operating

cash flow of $ 124,661 .

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.

Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support

from its Chief Executive Officer cum shareholder.

Management believes the existing shareholders or external financing will provide the

additional cash to meet the Company’s obligations as they become due.

No assurance can be given that any future financing, if needed,

will be available or, if available, that it will be on terms that are satisfactory to the Company.

Even if the Company is able to obtain

additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial

dilution for its stockholders, in the case of equity financing.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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

income/(loss) per share

Company calculates net loss per share in accordance with ASC Topic 260 “ Earnings per share ”.

Basic loss per share

is computed by dividing the net loss by the weighted average number of common shares outstanding during the period.

Diluted loss per

share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common

shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares

were dilutive.

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.

The resulting exchange differences are recorded

in the statements of operations.

general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the US$ are translated

into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement ”, using the exchange rate on the

balance sheet date.

Revenues and expenses are translated at average rates prevailing during the period.

The gains and losses resulting

from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive

income within the statement of stockholders’ equity.

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

SCHEDULE OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATE

Revenue recognition

In accordance with Financial Accounting Standards

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

ASC 606 creates

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

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

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

performance obligation is satisfied.

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

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

Revenue is measured at the fair value of the consideration

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

The Company derives its revenue from provision of business

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

Cost of revenue

Cost of revenue includes the cost of services and

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

Investments in equity securities

The Company accounts for its investments that represent

less than 20 % ownership, and for which the Company does not have the ability to exercise significant influence, using ASU 2016-01, Financial

Instruments – Overall:

Recognition and Measurement of Financial Assets and Financial Liabilities .

The Company measure investments

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

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

Gains and losses

on these securities are recognized in other income and expenses.

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

with carrying value of $ 3,765 .

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

(see Note 6).

Accounts receivable

Accounts receivable are recorded at the invoiced amount

less an allowance for any uncollectible accounts.

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

basis, using historical collection trends and aging of receivables.

Management also periodically evaluates individual customer’s

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

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

is considered remote.

Cash and cash equivalents

Cash and cash equivalents are carried at cost and

represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original

maturity of three months or less as of the purchase date of such investments.

The provision of income taxes is determined in accordance

with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”).

Under this method, deferred tax assets and liabilities

are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing

assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities are measured using enacted income tax rates

expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled.

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

ASC 740 prescribes a comprehensive model for how companies

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

a tax return.

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

position will be sustained upon examination by the tax authorities.

Such tax positions must initially and subsequently be measured as

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

assuming full knowledge of the position and relevant facts.

Going concern

The accompanying financial statements have been prepared

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

course of business.

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

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

These factors raise

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

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

going concern.

The Company’s ability to continue as a going

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

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

as they become due.

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

on terms that are satisfactory to the Company.

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

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

SEATECH VENTURES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

except for number of shares)

Net income/(loss) per share

The Company calculates net loss per share in accordance

with ASC Topic 260 “ Earnings per share ”.

Basic loss per share is computed by dividing the net loss by the weighted

average number of common shares outstanding during the period.

Diluted loss per share is computed similar to basic loss per share except

that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential

common stock equivalents had been issued and if the additional common shares were dilutive.

Foreign currencies translation

The reporting currency of the Company and its subsidiaries

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

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

Transactions denominated in currencies other than

the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.

Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency

using the applicable exchange rates at the balance sheet dates.

The resulting exchange differences are recorded in the statements of operations.

In general, for consolidation purposes, assets and

liabilities of its subsidiary whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation

of Financial Statement ”, using the exchange rate on the balance sheet date.

Revenues and expenses are translated at average

rates prevailing during the period.

The gains and losses resulting from translation of financial statements of foreign subsidiary are

recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

Translation of amounts from RM into US$1 and HK$ into

US$1 has been made at the following exchange rates for the respective periods:

SCHEDULE OF FOREIGN CURRENCIES

TRANSLATION EXCHANGE RATE

As of and for the year ended

7 unchanged sentences

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.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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

value of financial instruments :

carrying value of the Company’s financial instruments:

cash and cash equivalents, subscription receivables, prepayment and deposits,

accounts payable, and other payables and accrued liabilities approximate at their fair values because of the short-term nature of these

financial instruments.

Company also follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures ” (“ASC 820-10”),

with respect to financial assets and liabilities that are measured at fair value.

ASC 820-10 establishes a three-tier fair value hierarchy

that prioritizes the inputs used in measuring fair value as follows:

Observable inputs

such as quoted prices in active markets;

Inputs, other

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

Unobservable inputs

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

Related parties

Parties, which can be a corporation or individual,

are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant

influence over the other party in making financial and operating decisions.

Companies are also considered to be related if they are subject

to common control or common significant influence.

SEATECH VENTURES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

except for number of shares)

Fair value of financial instruments :

The carrying value of the Company’s financial

cash and cash equivalents, subscription receivables, prepayment and deposits, accounts payable, and other payables and accrued

liabilities approximate at their fair values because of the short-term nature of these financial instruments.

The Company also follows the guidance of the ASC Topic

820-10, “ Fair Value Measurements and Disclosures ” (“ASC 820-10”), with respect to financial assets and

liabilities that are measured at fair value.

ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used

in measuring fair value as follows:

Observable inputs such as quoted prices in active markets;

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

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

adopted Accounting Standards

June 2016, the FASB issued Accounting Standards Update No.

In June 2016,

the FASB issued Accounting Standards Update No.

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

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

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

In November 2019, the FASB issued

ASU 2019-10 highlighted the adoption timeline.

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

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

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

Measurement of Credit

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

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

In November 2019, the FASB issued ASU 2019-10

highlighted the adoption timeline.

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

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

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

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

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

accounting pronouncements

Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of

any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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

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

Chin Chee Seong purchased 100,000 shares of restricted common stock of the Company at

a par value of $ 0.0001 per share.

The monies from this transaction, which totalled $ 10 , went to the Company to be used as initial working

May 14, 2018, the Company issued 20,000,000 shares of restricted common stock to Chin Chee Seong and Seah Kok Wah respectively, with

a par value of $ 0.0001 per share, for total additional working capital of $ 4,000 .

August 7, 2018, the Company issued 10,000,000 shares of restricted common stock to Greenpro Venture Capital Limited with a par value

of $ 0.0001 per share, for total additional working capital of $ 1,000 .

August 8, 2018, the Company issued 30,000,000 shares of restricted common stock to Greenpro Asia Strategic Fund SPC, a company incorporated

in Cayman Islands with a par value of $ 0.0001 per share, for additional working capital of $ 3,000 .

August 27, 2018, the Company issued 10,000,000 shares of restricted common stock to STVC Talent Sdn.

Bhd., a company incorporated in

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

September 7, 2018, the Company sold shares to 2 shareholders, of whom reside in Malaysia.

A total of 750,000 shares of restricted common

stock were sold at a price of $ 0.10 per share.

Recent accounting

pronouncements

has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such

pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

SEATECH VENTURES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

except for number of shares)

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

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

The monies from

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

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

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

working capital of $ 4,000 .

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

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

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

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

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

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

shares of restricted common stock to STVC Talent Sdn.

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

for additional working capital of $ 1,000 .

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

shareholders, of whom reside in Malaysia.

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

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

September 12, 2018, the Company sold shares to a shareholder, of whom reside in Malaysia.

A total of 466,667 shares of restricted common

stock were sold at a price of $ 0.15 per share.

On September 12, 2018, the Company sold shares to

a shareholder, of whom reside in Malaysia.

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

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

between September 21, 2018 and November 29, 2018, the Company sold shares to 44 shareholders, of whom reside in Malaysia.

860,000 shares of restricted common stock were sold at a price of $ 0.20 per share.

The total proceeds to the Company amounted to a total

of $ 172,000 .

June 12, 2019 to May 4, 2020, the company issued 343,200 shares of common stock at a price of $ 1.00 per share through the Initial Public

Offering (IPO) to 70 non-US residents.

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

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

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

at a price of $ 0.20 per share.

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

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

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

On October 13,

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

per share to 8 shareholders of Just Supply Chain Limited (“JSCL”), for acquisition of one hundred percent ( 100 %) of the equity

As of the date of this filing, the acquisition on July 12, 2023 has been cancelled due to factors that came to light

on the valuation of the entity

of December 31, 2023, SEATech Ventures Corp.

has an issued and outstanding common share of 114,351,503 .

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

equity of JSCL.

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

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

were returned to the Company and were held as treasury shares, subsequently cancellation of the shares on November 12, 2024.

As of December 31, 2024, SEATech Ventures Corp.

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

ACCOUNTS RECEIVABLE

SCHEDULE OF ACCOUNT RECEIVABLE

SCHEDULE OF ACCOUNTS RECEIVABLE

December 31, 2024

3 unchanged sentences

Accounts receivable, net

movement in the allowance for expected credit loss for the years ended December 31, 2023 and December 31, 2022 were as follows:

OF ALLOWANCE FOR EXPECTED CREDIT LOSSES

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

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

SCHEDULE OF ALLOWANCE FOR EXPECTED CREDIT LOSS

December 31, 2024

3 unchanged sentences

Balance at end of the year

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

subject to normal trade term.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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

The accounts receivable represents receivable amount

from companies where the Company owns equity interest, which are trade in nature and subject to normal trade term.

SEATECH VENTURES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

except for number of shares)

DEPOSITS PAID, PREPAYMENTS AND OTHER RECEIVABLES

paid, prepayments and other receivables consisted of the following as of December 31, 2023 and December 31, 2022:

OF DEPOSITS PAID, PREPAYMENTS AND OTHER RECEIVABLES

Deposits paid, prepayments and other receivables consisted

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

SCHEDULE OF DEPOSITS PAID,

PREPAYMENTS AND OTHER RECEIVABLES

December 31, 2024

13 unchanged sentences

Total investment in other companies

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

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

during the private placement stage.

2 unchanged sentences

SEATech Ventures Corp.

also provides corporate development,

mentoring, and incubation service to AsiaFIN Holdings Corp.

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

The investment in AsiaFIN Holdings Corp.

is a strategic investment of

the Company and the Company’s efforts on nurturing and providing collaborating and networking opportunities to ICT entrepreneurs

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

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

As of December 31, 2023, the Company

acquired 12.26 % interest in AsiaFIN Holdings Corp.

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

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

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

during the private placement stage.

3 unchanged sentences

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

The investment

in Angkasa-X Holdings Corp.

The investment in Angkasa-X Holdings Corp.

is a strategic investment of the Company.

As of December 31, 2023, the Company acquired 5.68 % interest

in Angkasa-X Holdings Corp.

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

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

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

during the private placement stage.

JOCOM Holdings Corp.

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

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

SEATech Ventures Corp.

also provides

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

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

The investment in JOCOM Holdings Corp.

is a strategic

investment of the Company.

is a strategic investment of the Company.

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

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

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

during the private placement stage.

catTHIS Holdings Corp.

a company that providing digital marketing service by using technologies such as mobile application known as “catTHIS App”.

catTHIS App serve as a marketing tool which provides free digital catalog management platform that gives its users the ability to

upload and share PDF catalogs anywhere and from any device.

is a company that providing digital marketing service by using technologies such as mobile application known as “catTHIS App”.

catTHIS App serve as a marketing tool which provides free digital catalog management platform that gives its users the ability to upload and share PDF catalogs anywhere and from any device.

SEATech Ventures Corp.

also provides corporate development, mentoring,

and incubation services to catTHIS Holdings Corp.

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

The investment in catTHIS Holdings Corp.

1 unchanged sentence

As of December 31, 2024, the Company acquired 14.99 % interest in catTHIS Holdings Corp.

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

Celmonze Wellness Corporation

is a company focuses on beauty and wellness services.

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

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

SEATech Ventures Corp.

also provides corporate development, mentoring, and

incubation services to Celmonze Wellness Corporation.

The investment in Celmonze Wellness Corporation is a strategic investment of

Subsequently on February 6, 2024, the Company withdrew its investment in Celmonze Wellness Corporation and the fund

invested was being refunded to the Company.

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

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

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

ACCOUNT PAYABLE

OF ACCOUNT PAYABLE

SCHEDULE OF ACCOUNT PAYABLE

December 31, 2024

2 unchanged sentences

Total account payable

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

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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

The account payable represents payable to a wholly

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

SEATECH VENTURES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

except for number of shares)

OTHER PAYABLES AND ACCRUED LIABILITIES

OF OTHER PAYABLES AND ACCRUED LIABILITIES

SCHEDULE OF OTHER PAYABLES AND

ACCRUED LIABILITIES

December 31, 2024

4 unchanged sentences

Total payables and accrued liabilities

1 Accrued professional fees consists of professional fees payable to Asia UBS Global Limited,

a related party of the Company.

2 Accrued expenses include compensation payable to our directors and officers, amounting to

$ 18,500 and $ 2,000 as of December 31, 2023 and 2022 respectively.

AMOUNT DUE TO A CORPORATE SHAREHOLDER

amount due to a corporate shareholder represents amount payable for the refund of sponsorship for events concluded during the financial

year, which is unsecured, interest free and payable on demand.

the year ended December 31, 2023 and year ended December 31, 2022, the local (United States) and foreign components of (loss) / profit

before income taxes were comprised of the following:

OF (LOSS)/PROFIT BEFORE INCOME TAXES

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

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

For the year ended December 31, 2024 and year ended

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

SCHEDULE OF (LOSS)/PROFIT BEFORE INCOME TAXES

For the year ended

7 unchanged sentences

$ ( 156,926 )

provision for income taxes consisted of the following:

OF PROVISION FOR INCOME TAXES

$ ( 302,829 )

The provision for income taxes consisted of the following:

SCHEDULE OF PROVISION FOR INCOME TAXES

For the year ended

3 unchanged sentences

Income tax expense

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 effective tax rate in

the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates.

The Company has subsidiaries that operate in various countries:

United States, Malaysia and Hong Kong that

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

States of America

Company is registered in the State of Nevada and is subject to the tax laws of the United States of America.

As of December 31, 2023,

the operations in the United States of America incurred $ 543,956 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 $ 435,165 against the deferred

tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely

than not that these assets will not be realized in the future.

the current laws of the Labuan, SEATech Ventures Corp.

United States, Malaysia and Hong Kong that are subject to taxes in the

jurisdictions in which they operate, as follows:

United States of America

The Company is registered in the State of Nevada and

is subject to the tax laws of the United States of America.

As of December 31, 2024, the operations in the United States of America incurred

$ 631,302 of cumulative net operating losses which can be carried forward indefinitely to offset a maximum of 80 % future taxable income.

The Company has provided for a full valuation allowance of $ 505,042 against the deferred tax assets on the expected future tax benefits

from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized

in the future.

Under the current laws of the Labuan, SEATech Ventures

is governed under the Labuan Business Activity Act, 1990.

The tax charge for such

company is based on 3 % of its assessable profit.

Ventures Corp.

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

and SEATech Ventures Sdn.

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

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

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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

The tax charge for such company is based on 3 % of its assessable profit.

SEATech Ventures Corp.

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

SEATech CVC Sdn.

SEATech Ventures Sdn.

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

24 % on its assessable income.

SEATECH VENTURES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

except for number of shares)

NET LOSS PER SHARE

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

The following table sets

forth the computation of basic and diluted net loss per share for the years ended December 31, 2023 and 2022:

SCHEDULE OF COMPUTATION OF

BASIC AND DILUTED NET LOSS PER SHARE

Basic net loss per share is computed using the weighted

average number of common shares outstanding during the year.

The following table sets forth the computation of basic and diluted net loss

per share for the years ended December 31, 2024 and 2023:

SCHEDULE OF COMPUTATION OF BASIC AND

DILUTED NET LOSS PER SHARE

Schedule of computation of net loss per share:

5 unchanged sentences

$ ( 157,187 )

$ ( 302,872 )

Weighted average common shares outstanding – Basic and diluted

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

the year ended December 31, 2023 and 2022, diluted weighted-average common shares outstanding is equal to basic weighted-average

common shares, due to the Company’s net loss position.

Hence, no common stock equivalents were included in the computation of

diluted net loss per share since such inclusion would have been antidilutive.

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

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

Hence, no common stock equivalents were

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

COMMITMENTS AND CONTINGENCIES

of December 31, 2023 and 2022, the Company has no commitments or contingencies involved.

RELATED PARTY BALANCES AND TRANSACTIONS

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

no commitments or contingencies involved.

RELATED PARTY BALANCES

AND TRANSACTIONS

OF RELATED PARTY BALANCES AND TRANSACTIONS

4 unchanged sentences

- catTHIS Holdings Corp.

1 (net of allowance of $ 115,000 as of December 31, 2023)

1 (net of allowance of $ 115,000 as of December 31, 2024 and December 31, 2023 respectively)

- JOCOM Holdings Corp.

1 unchanged sentence

Accounts receivable from related parties

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

The above related party receivables

are trade in nature and subject to normal trade terms.

Account payable due to related parties (Refer Note 7):

December 31, 2024

December 31, 2023

Account payable:

- GreenPro Financial Consulting Limited 4

Account payable

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

Accounts payable

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

to normal trade terms.

Other payables due to related parties (Refer Note 8):

Chin Chee Seong (Director and Executive Officer)

Tan See Meng (Director)

Prabodh Kumar A/L Kantilal H.

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

Tan Hock Chye (Executive Officer)

4 unchanged sentences

Other payables due to related parties

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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

above other payables to directors and executive officers represent salary and director fees payable.

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

The above other payables

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

The above other payable to

Asia UBS Global Limited represent payables due for professional fees.

SEATECH VENTURES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

except for number of shares)

Investment in related parties:

7 unchanged sentences

Investment in related parties

the years ended December 31, 2023 and 2022, the Company has following transactions with related parties:

For the years ended December

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

For the year ended

5 unchanged sentences

- AsiaFIN Holdings Corp.

- JOCOM Holdings Corp.

- catTHIS Holdings Corp.

3 unchanged sentences

- GreenPro Financial Consulting Limited 5

- Asia UBS Global Limited 3

- GreenPro Newfin Academy Sdn.

Cost of revenue

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

1 unchanged sentence

Chin Chee Seong (Director and Executive Officer)

Tan See Meng (Director)

Prabodh Kumar A/L Kantilal H.

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

Tan Hock Chye (Executive Officer)

Seah Kok Wah (Chief Investment Officer)

Executives’ compensation

5 unchanged sentences

-Asia UBS Global Limited 4

-GreenPro Resources Sdn.

Company secretary

Professional fees:

1 unchanged sentence

Professional fees

1 As of December

31, 2023, the Company owns 12,26 %, 5.68 %, 14,76 % and 14.99 % of interest in AsiaFIN Holdings Corp., Angkasa-X Holdings Corp., JOCOM Holdings

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

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

and catTHIS Holdings Corp.

respectively.

2 As of December

31, 2023, the Company invested USD 650 in Celmonze Wellness Corporation during the private placement stage.

Subsequently the divestment

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

3 Asia UBS Global

Limited is a subsidiary of GreenPro Capital Corp.

GRNQ through its wholly owned subsidiaries, owns 27.55 % shareholding in the

4 GreenPro Financial

Consulting Limited is a subsidiary of GreenPro Capital Corp.

GRNQ through its wholly owned subsidiaries, owns 27.55 % shareholding

in the Company.

5 GreenPro Venture

Capital Limited is a subsidiary of GreenPro Capital Corp.

GRNQ through its wholly owned subsidiaries, owns 27.55 % shareholding

in the Company.

6 The major shareholder of GreenPro Newfin

is a shareholder of GreenPro Capital Corp.

GRNQ through its wholly owned subsidiaries, owns 27.55 % shareholding

in the Company.

7 GreenPro Resources Sdn.

is a subsidiary

of GreenPro Capital Corp.

GRNQ through its wholly owned subsidiaries, owns 27.55 % shareholding in the Company.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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

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

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

Celmonze Wellness Corporation.

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

GRNQ through its wholly

owned subsidiaries, owns 49.45 % shareholding in the Company.

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

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

SEATECH VENTURES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

except for number of shares)

CONCENTRATIONS OF RISKS

Major customers

the years ended December 31, 2023 and 2022, the customers who accounted for 10% or more of the Company’s revenues and its accounts

receivable balance at year-end are presented as follows:

OF CONCENTRATION OF RISK

(a) Major customers

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

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

SCHEDULE OF CONCENTRATION OF

For the year ended December 31

Percentage of Revenues

Accounts Receivable, Trade

Major vendors

the years ended December 31, 2023 and 2022, the vendors who accounted for 10% or more of the Company’s purchases and its accounts

payable balance at year-end are presented as follows:

Percentage of

Accounts Receivable,

(b) Major vendors

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

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

For the year ended December 31

Percentage of Purchases

Account Payable, Trade

instruments that are potentially subject to credit risk consist principally of accounts receivable.

The Company believes the concentration

of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection

The Company does not generally require collateral from customers.

The Company evaluates the need for an allowance for doubtful

accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

Percentage of

Account Payable,

Financial instruments that are potentially subject

to credit risk consist principally of accounts receivable.

The Company believes the concentration of credit risk in its trade receivables

is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms.

The Company does not generally

require collateral from customers.

The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding

the credit risk of specific customers, historical trends and other information.

SEGMENT INFORMATION

280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with

the Company’s internal organization structure as well as information about services categories, business segments and major customers

in financial statements.

In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating

decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about

allocating resources and assessing performance for the entire Company.

Existing guidance, which is based on a management approach to

segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures

about products and services, major customers, and the countries in which the entity holds material assets and reports revenue.

operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in

economic characteristics;

nature of products and services;

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

and procurement, manufacturing and distribution processes.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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

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

Summarized financial information concerning the Company’s reportable

segments is shown as below:

OF REPORTABLE SEGMENTS

SEATECH VENTURES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

except for number of shares)

The Company had no inter-segment sales for the years

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

By Geography:

SCHEDULE OF REPORTABLE SEGMENTS

United States

6 unchanged sentences

Cost of revenues

Net (loss) / profit

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

SIGNIFICANT EVENT

of Just Supply Chain Limited, a

British Virgin Islands company

July 12, 2023, the Company entered into an agreement to acquire 100 % of the issued and outstanding shares of Just

Supply Chain Limited, a British Virgin Islands company (“JSCL”) ,

*Revenues and costs are attributed to countries based

on the location of customers.

of Just Supply Chain Limited, a British Virgin Islands company

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

a British Virgin Islands company (“JSCL”) ,

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

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

principal activity of JSCL is engaging in online logistic booking platform for customers in Malaysia to book delivery services via the

“JustLorry” App available in both Android and Apple IOS devices through its wholly-owned subsidiary, Just

Supply Chain Sdn.

(“JSCSB”), a private limited company in Malaysia.

October 13, 2023, the Company issued 21,831,660

shares of its restricted common stock at $ 0.80

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

of the equity of JSCL.

As of the date of this filing, the acquisition on July 12, 2023 has been cancelled due to factors that came to light on the valuation of the entity.

The principal activity of JSCL is engaging in online

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

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

a private limited company in Malaysia.

On October 13,

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

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

On May 06, 2024,

the acquisition has been cancelled due to factors that came to light on the valuation of the entity, resulted on July 01, 2024, the 21,831,660

shares were returned to the Company and were held as treasury shares, subsequently cancellation

of the shares on November 12, 2024.

SUBSEQUENT EVENTS

accordance with ASC Topic 855, “ Subsequent Events ”, which establishes general standards of accounting for and disclosure

of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all subsequent

events through the filing date of this Form 10-K with the SEC, to ensure that this filing includes appropriate disclosure of events both

recognized in the financial statements as of December 31, 2023, and events which occurred subsequently but were not recognized in the

financial statements.

During the year, there was no subsequent event that required recognition or disclosure.

In accordance with ASC Topic 855, “ Subsequent

Events ”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date

but before financial statements are issued, the Company has evaluated all subsequent events through the filing date of this Form 10-K

with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of December

31, 2024, and events which occurred subsequently but were not recognized in the financial statements.

During the year, there was no subsequent

event that required recognition or disclosure.

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

What changed 10-K

Item 9A. Controls and Procedures