APGH 10-K/A
AleeanPeace Group Holdings Ltd (APGH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The OTC Market – Pink Sheets |
The aggregate market value of the Company’s common stock held by non-affiliates computed by reference to the closing bid price of the Company’s common stock, as of the last business day of the registrant’s most recently completed second fiscal quarter:
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| Class | Outstanding at December 31, 2022 | |
| Common Stock, $ par value |
SEATech Ventures Corp.
FORM 10-K
For the Fiscal Year Ended December 31, 2022
Index
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:
| ● | The availability and adequacy of our cash flow to meet our requirements; | |
| ● | Economic, competitive, demographic, business and other conditions in our local and regional markets; | |
| ● | Changes or developments in laws, regulations or taxes in our industry; | |
| ● | Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities; | |
| ● | Competition in our industry; | |
| ● | The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business; | |
| ● | Changes in our business strategy, capital improvements or development plans; | |
| ● | The availability of additional capital to support capital improvements and development; and | |
| ● | Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC. |
This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Use of Defined Terms
Except as otherwise indicated by the context, references in this Report to:
| ● | The “Company,” “we,” “us,” “our,” “SEATech” and similar references refer to SEATech Ventures Corp. and its subsidiaries. | |
| ● | “Common Stock” refers to the common stock, par value $.0001, of the Company; | |
| ● | “U.S. dollar,” “$” and “US$” refer to the legal currency of the United States; | |
| ● | “Securities Act” refers to the Securities Act of 1933, as amended; and | |
| ● | “Exchange Act” refers to the Securities Exchange Act of 1934, as amended. |
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PART I
ITEM 1. BUSINESS
Corporate History
SEATech Ventures Corp., a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on April 2, 2018.
On May 2, 2018, the Company acquired 100% interest in SEATech Ventures Corp., a private limited liability company incorporated in Labuan, Malaysia.
On December 21, 2018, SEATech Ventures Corp., the Malaysia Company acquired 100% interest in SEATech Ventures (HK) Limited, a private limited company incorporated in Hong Kong.
On October 04, 2021, SEATech Ventures (HK) Limited subscribed 60% of the equity interests in SEATech Bigorange CVC Sdn. Bhd., a private limited company incorporated in Malaysia. The Malaysia Company changed its company name to SEATech CVC Sdn. Bhd. on February 22, 2022. On February 25, 2022, SEATech Ventures (HK) Limited further acquired 40% of the equity interests in SEATech CVC Sdn. Bhd., which in turn owns 100% of the equity interests in the Malaysia company.
On January 03, 2022, SEATech Ventures (HK) Limited acquired 1 share, representing 100% equity interest of SEATech Ventures Sdn. Bhd., a Malaysia company, from the Chief Executive Officer, President, Secretary, Treasurer, Director, Mr. Chin Chee Seong, with consideration of MYR 1.
The Company, through its subsidiaries, mainly provides incubation and corporate development services to the clients. Details of the Company’s subsidiaries:
| Company name | Place and date of incorporation | Particulars of issued capital | Principal activities | Proportional of ownership interest and voting power held | ||||||||
| 1. | SEATech Ventures Corp. | Labuan / March 12, 2018 | 100 ordinary shares of US$1 each | Investment holding | 100 | % | ||||||
| 2. | SEATech Ventures (HK) Limited | Hong Kong / January 30, 2018 | 1 ordinary share of HK$1 | Business mentoring, nurturing and incubation, and corporate development advisory services | 100 | % | ||||||
| 3. | SEATech CVC Sdn. Bhd. (F.K.A. SEATech Bigorange CVC Sdn. Bhd.) | Malaysia / October 04, 2021 | 20,000 ordinary shares of MYR1 each | Dormant company | 100 | % | ||||||
| 4. | SEATech Ventures Sdn. Bhd. | Malaysia / May 27, 2021 | 1 ordinary share of MYR1 each | Provision of corporate advisory services | 100 | % | ||||||
Business Overview
SEATech Group principal activity is to provide 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 mainly 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. Currently, our clients are mainly Malaysia based ICT companies with future prospects in other ASIAN countries.
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Further as part of our expansion plan, on September 20, 2022 Greenpro Capital Corp. (NASDAQ: GRNQ) appointed SEATech Ventures (HK) Limited as a listing sponsor to engage potential token issuers to list on Green-X, the World’s first Shariah-Compliant ESG (environment, social and governance) Digital Asset Exchange (“DAX”) in Labuan, Malaysia. According to global consulting firm BCG, the asset tokenization market will grow 50 times from US$310 billion in this year, to US$16.1 trillion by 2030, driven by demand from a wide range of investors for greater access to private markets (Source: World Economic Forum – Global Agenda Council, BCG Analysis). As a DAX listing sponsor, SEATech Ventures (HK) Limited focus on digital/physical asset-backed companies in the STO (security token offering) listing on Green-X.
ICT Industry in Asia
Asia has become a hotbed for adoption of some new technologies in recent years, especially in the field of Internet of things (IoT) and robotics. This is partly driven by manufacturing firms, most notably in China, which are rapidly deploying these solutions. It also reflects commitments from Asian governments and business leaders to leverage new technologies as a solution to the region’s economic and demographic challenges, such as robotics as a response to curb labor shortages in Japan. Smart city investments in the region are also eye-catching, with the high penetration rate of mobile devices allowing some countries to ‘leapfrog’ legacy technologies. The challenge will be to increase broader adoption of software solutions which have the potential to deliver a more transformative economic impact1.
Driven by the rapid growth of IoT in recent years, coupled with the investments in the manufacturing and transportation industries, new technologies are already approaching $1 trillion in annual revenue. Over the next few years, other new categories such as robots/drones and AR/VR headsets in addition to related software and services will see similar growth. This increasing proportion of spending targeted at new categories will drive the overall industry to a new growth surge over the next decade as businesses move beyond prototyping into broader deployments of technologies such as augmented reality viewers and AI-enabled robots.
Sources:
IDC Corporate USA: https://www.idc.com/promo/global-ict-spending/regional-markets
1. IDC Corporate USA; see the section titled “New Technologies:”
ICT Industry – Hong Kong
Hong Kong’s role as a leading business center in the Asia region can be evidenced by its advanced telecommunications infrastructure. According to Global Information Technology Report 2016 by the World Economic Forum, Hong Kong is in the third rank in Asia (12th in the world) in the Networked Readiness Index, indicating Hong Kong’s advanced position in telecommunications infrastructure, regulatory environment, and business readiness of using information technology. 2 The ICT sector of Hong Kong is among the most advanced in the world. According to the annual global ICT Development Index published by ITU in November 2017, Hong Kong ranked second in Asia after Korea, and sixth in the world. 3
The industry of information and communications in Hong Kong had generated HK$84.1 billion (US$10.7 billion) of value added during 2016, contributing to 3.5% of GDP. In term of industry data, Hong Kong had household broadband penetration rate at 92.6% (as at February 2018). 4 The Hong Kong Internet connection speeds are among the highest in the world, according to the Office of the Communication Authority. In Hong Kong, IT products and services suppliers were the largest category of IT users, accounting for 34.2% of total IT employment, followed by the wholesale, retail, import/export, restaurants and hotels sector (28.8%), the financing, insurance, real estate and business services sector (17.9%), and the community, social and personal services sector (11.4%).4
Hong Kong’s ICT spending is on track to grow 3.8% in 2018 to HK$144.42 billion, according to the latest projections from Gartner. Total spending on technology and products in the market is projected to turnaround following a 9.2% decline in spending in 2017, and grow a further 1.9% in 2019 to reach HK$147.19 billion. Communications services will remain the largest category overall, but total spending in this category is projected to decline slightly from 2017 to HK$49 billion. Spending on devices by contrast will increase significantly to HK$47.9 billion, taking it closer to becoming the top spending category in the Hong Kong market. Spending on software will also increase by 9.2% to HK$13.15 billion, and the IT services segment will grow 3.5% to HK$28.4 billion. Data center systems spending will by contrast stay mostly flat at HK$5.89 billion. 5
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Hong Kong government has put in place initiatives to foster the ICT industry development, which included funding support, provision of infrastructure, international cooperation and manpower development. One of the examples will be The Smart City Blueprint, which unveiled in December 2017, maps out development plans for the next five years to enhance Hong Kong sustainability by making use of innovation and technology. The Hong Kong government’s Innovation and Technology Fund (ITF) has provided an alternative source of funding for the IT industry. As of end-March 2018, the ITF had approved 7,359 funding applications on projects with a total of HK$ 14 billion. Last but not least, Hong Kong has a large pool of skilled ICT professionals, providing services to clients spanning a wide range of businesses. According to the 2016 Manpower Survey Report conducted by the VTC, 87,794 persons were employed in principal jobs of the IT sector.6
Sources:
Hong Kong Trade Development Council: http://hong-kong-economy-research.hktdc.com/business-news/article/Hong-Kong-Industry-Profiles/Information-and-Communications-Technology-Industry-in-Hong-Kong/hkip/en/1/1X000000/1X006NLI.htm
Computer World Kong Kong: https://www.cw.com.hk/it-hk/hk-ict-market-forecast-to-grow-3-8-year
2. Hong Kong Trade Development Council; see the section titled “Information and Communications Technology Industry in Hong Kong”, point 2
3. Hong Kong Trade Development Council; see the section titled “Information and Communications Technology Industry in Hong Kong”, point 3
4. Hong Kong Trade Development Council; see the section titled “Services Provider”,
5. Computer World Hong Kong; see the section titled “HK ICT market forecast to grow 3.8% this year:”
6. Computer World Hong Kong; see the section titled “HK ICT market forecast to grow 3.8% this year:”
ICT Industry in ASEAN
The economy in Southeast Asia region is expected to grow at a yearly average of 5.2% from 2018 to 20227, with studies projecting the Association of Southeast Asia Nations (ASEAN) to become the fourth largest single market in the world by 20308 - putting it behind only the US, China and the European Union. The region’s steady growth is fueled by an increasingly well-educated workforce, a wealth of natural resources, rapid urbanization and growing infrastructure spending. In addition, ASEAN is in a strategic location in the confluence of major trade routes, with US$5.3 trillion of global trade passing through each year9. Our company sees that the opportunity of ASEAN’s strong and vibrant economy, favorable demographics, ICT investments, and ongoing economic integration have laid the foundation for rapid growth in the digital economy.
10The six largest economies in ASEAN (Indonesia, Thailand, Malaysia, Singapore, Philippines, and Vietnam) contribute 99% of the total ASEAN GDP. Many of the fundamentals are already in place:
| ● | Robust economy generating GDP of $2.5 trillion and growing at 6 percent per year | |
| ● | Literate population of more than 600 million people, with 40 percent under 30 years of age | |
| ● | Well-developed information and communications technology (ICT) cluster with a track record of innovation and investment in new technology |
Sources:
7. Source: “Economic Outlook for Southeast Asia, China and India 2018: Fostering Growth through Digitalisation”, OECD, 2018
8. Source: “Winning hearts, minds in ASEAN”, The Straits Times, 25 August 2017
9. Source: “ASEAN Matters for America”, East-West Center Publication, 2014
10. Sources: https://www.atkearney.com/digital-transformation/article?/a/the-asean-digital-revoluti-1
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ICT Industry in Malaysia
Malaysia, where our company is based in, is the fourth largest economy in Southeast Asia and is known for its high labor productivity and diversified economy. Over the years, the country has transformed itself from being a primary commodities exporter into a leading exporter of electrical appliances, electronic parts, and components. Moving up the industrial value chain, it has also established itself as an attractive regional ICT hub for services, information and technology, and e-commerce.
The ICT industry has contributed recorded 18.3% to the national economy in 2017 as compared to 16.5% in 2010. This industry showed an increasing average annual growth rate of 9.0% over a seven-year period. The contribution of ICT comprised 13.2% while the rest is contributed by e-commerce in non-ICT industries. The contribution of the ICT industry to Gross Domestic Product (GDP) recorded a growth of 8.4% with a value of US$45 billion. This information can be found at https://www.dosm.gov.my/v1/index.php.
In March 2017, Malaysia launched the world’s first Digital Free Trade Zone (DFTZ)11 outside of China that aims to capitalize the confluence and exponential growth of the internet economy and cross-border e-commerce activities. The DFTZ is expected to double the growth rate of small and medium enterprises’ goods exports to reach US$38 billion and facilitate US$65 billion of goods movement via the DFTZ (exports, imports, transshipments) by 2025. More than 2,000 small and medium enterprises stand to get easier access to the global market, especially the Chinese market, through the DFTZ. The DFTZ is also expected to generate 60,000 new jobs in the country by 2025.
In its 2018 budget12, the government announced wide-ranging incentives to support businesses, including capital allowance for ICT equipment and software, tax relief on services provided by the local authorities, and extended application period for principal hub tax incentive among others. The principal hub tax incentive aims to increase Malaysia’s competitiveness as the global operations hub for multinational companies by offering tax exemptions to companies that set up their global operation centers in Malaysia. The budget also announced National Transformation 2050 vision that aims to improve the qualitative growth factors of the economy such as labor force skills by preparing its citizens for future challenges such as the fourth industrial revolution - artificial intelligence, robotics, digitalization, etc.
Sources:
11. Source: https://www.mdec.my/news/malaysia-launches-worlds-first-digital-free-trade-zone
12. Source: www.treasury.gov.my/pdf/budget/speech/bs18.pdf
ICT Industry in Indonesia
Meanwhile in Indonesia, the country has the fastest growing mobile market in the Asia-Pacific region, while globally, it is the 4th largest mobile market in the world. The country has an extremely high penetration rate in mobile device at 112%, meaning 260 million of the country’s population has access to a mobile device13. This, combined with drivers like mass consumption of products, urbanization, and a tech-hungry young population, has resulted in rapid development in the ICT industry in the country.
Currently, the country’s ICT industry has a primary focus on Software-as-a-Service (SaaS) and cloud computing, providing solution such as data analytics, data center management, and managed services. In July 2019, Softbank has announced a $2 billion investment in Indonesia, aimed to upgrade the digital infrastructure of the country.
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The government of Indonesia has also introduced different initiatives and national programs, including Go Digital Vision 2020, e-smart IKM and 100 Smart City Movement to drive the country’s economy towards the digital edge. These programs aim to develop local startups, support small to medium enterprises (SMEs) as well as to prepare and embrace internet of things (IoT). Most notably, the Making Indonesia 4.0 road map launched in April 2019 seeks to diversify the economy away from a reliance on natural resources by developing higher-tech export industries. The plan will focus on areas like 3D printing, artificial intelligence, human-machine interface, robotics and sensor technology, all of which require advanced digital capacity. As such, the government expects to create between 7 million and 19 million new jobs between 2018 and 2030 to support the development of the industry. The government also expects a growth in the industrial sector’s gross domestic product contribution from 20 percent to 30 percent over the same period.14
Indonesia has already achieved its goal to become largest digital economy in South East Asia by 2020, valued at US$40 billion. Driven by the socio-demographic and fiscal factors, the market value of Indonesia’s digital economy is expected to reach $130 billion by 2025.
Sources:
13. Source: https://www.s-ge.com/en/publication/industry-report/20182-ict-indonesia
14.Source: https://www.thejakartapost.com/news/2019/12/10/ict-sector-gains-strength-as-indonesia-prioritizes-digital-economy.html
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ICT Industry in Thailand
Whereas in Thailand, the industrial hub of South East Asia, the country is still in the starting/developing stage in its ICT industry. The country’s ICT industry is dominated by the hardware market, including CCTV and smart Bluetooth, which account for 67% of the industry value15. Meanwhile, software and digital services account for the remaining. As such, the potential of the industry is still largely untapped and more advancement into digital spectrum can be expected.
The government of Thailand is also stepping up its effort to encourage development of new start-ups with tech focus. It has set up the Board of Investment (BOI), a government agency to promote Foreign Direct Investment into the country by providing information, services, and incentives. Some of the incentives include permission for 100% foreign ownership, up to 15 years exemption in corporate income tax, and permission to bring in experts and skilled workers and their families. The initiative aims to encourage firms like venture capitals and corporate incubators to enter the local market, provide mentorships and accelerator programs that will help to get startup off the ground and contribute to the growth of technology16. The BOI is also targeting to increase funding of national research and development to at least 1% of Thailand’s GDP with the targeted ratio of public to private R&D investment of 30:70, which private firms will enjoy higher benefits of this initiatives17.
Looking forward, International Data Corporation (IDC) Thailand predicts that from 2019 to 2022, IT-related spending in the country will reach US$72 billion. 60% of Thailand’s IT spending will also be on 3rd platform technologies with 30% of enterprises will seek to build “digital-native” IT environments. Also, by 2024, it is expected that AI-enabled user interfaces and process automation will replace one-third of today’s screen-based apps in Thailand. The IDC also expects 61% of the country GDP, roughly U$317 billion (based on 2019 GDP level) will be digitalized by 202218.
Sources:
15. Source: https://www.nationthailand.com/Economy/30363105
16. Source: https://www.truedigitalpark.com/article_details/56_Thailand-has-a-Bright-Future-in-the-Tech-Industry
17. Source: https://juslaws.com/technology-industry.php
18. Source: https://www.startupthailand.org/en/over-61-of-thailand-gdp-will-be-digitalized-by-2022/
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ICT industry in Vietnam
Vietnam has enjoyed its own economic miracle in recent years, showing the world how it turned the country from one of the poorest nations in the world to become a middle-income nation. The Southeast Asia country has grown its GDP for an average 6.8% 19over the past two decades to reach US$ 255 billion in 2019, rivalling China’s result during this period20.
Along with the economy, the country’s ICT industry has also experienced substantial growth of average 31.1% per year from 2014 to 2019. The industry’s revenue reached US$110 billion in 2019, driven by government’s initiatives, rising middle class, growing internet usage, and a young population21.
Similar to Thailand, the hardware segment dominates the Vietnam ICT industry, accounting for 86% of the industry revenue in 2017. However, in recent years, the industry has seen tremendous potential in areas like software and services, evidenced from increased adoption of software and service by the private and public sectors. At the same time, the country has emerged as a destination of software outsourcing, competing directly with India, China, and Philippines. It is currently the eight largest provider of IT services globally.
Various government incentives have been introduced to encourage further development in the ICT industry. Amongst the incentives, government has exempted 100% of corporate income tax for IT companies for up to four years, followed by 50% tax exemption for up to nine years. Subsequently, the corporate income tax rate for IT Company will stay at 10%, compared to a 20% tax rate for traditional companies. The government has also implemented a zero percent value-added tax for computer programming activities.
On the other side, new hi-tech parks will be constructed across the country from 2015 to 2030 though a combined effort by central and local government, and private capital22. The hi-tech parks will offer various benefits to investors to move into the hi-tech parks. For example, the Da Nang High-tech Park offers CIT incentives, import duty exemptions, as well as one-stop administrative procedures for investors located in the park23.
Sources:
19. Source: https://lkyspp.nus.edu.sg/gia/article/can-vietnam’s-tech-start-ups-prolong-the-economic-miracle
20. Source: https://tradingeconomics.com/vietnam/gdp
21. Source: https://www.thestar.com.my/news/regional/2019/12/20/vietnam-looks-to-boost-ict-focusing-on-domestic-firms
22. Source: https://www.austrade.gov.au/australian/export/export-markets/countries/vietnam/industries/ICT
23. Source: https://www.vietnam-briefing.com/news/vietnams-it-sector-5-industries-to-watch.html/
ICT industry in Philippines
The ICT industry in Philippines is relatively young compare to other countries, but the country has started to receive growing attention and foreign investment in recent years. One of main reasons is the relatively low standard in the country’s telecoms sector, as a result of lack of competition and limited investment.24
In order to overhaul the broadband capabilities, the Department of Information and Communications Technology (DICT) Philippines has introduced the National Broadband Plan (NPL) in 2017, an US$ 4 billion initiative to deploy fiber optic cables and wireless technology to further expand 3G, 4G, and LTE services throughout the country25. Since then, steady progress in 4G availability has been made and is set to make further progress.
Currently, Business process outsourcing (BPO) is one of the country’s leading generators of income. In fact, DICT has projected around $38.9 billion revenue will be generated in the BPO service in the next six years25. In the past year, the ICT sector has also become top investment contributor for the country in 2019, attracting US$6 billion of foreign investment26. Moving forward, the focus of the country will remain in upgrading the network capabilities. The development in passive telecommunication infrastructure such as fibre optic cables, cable landing stations and submarine fibre optic is expected to contribute an annual investment inflow of US$1.9 billion until 2022.
Sources:
24. Source: https://oxfordbusinessgroup.com/overview/calling-all-competitors-network-expansion-efforts-accelerate-amid-growing-demand-data-and
25. Source: https://www.eastvantage.com/insights/6-reasons-why-philippine-it-industry-booming-and-why-you-should-take-advantage-today
26. Source: https://subtelforum.com/philippines-ict-sector-investments-reach-all-time-high/
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Our Solutions and Services
Mentoring
We believe that tech-based entrepreneurs are the vital agents of positive and transformational change across every aspect of our society and economy. It is our intention to offer mentoring programs to our clients through which we hope to create a sense of community, wherein our members will be able to grow their companies exponentially through leveraging skillsets and potential capital provided by our organization. Through creating a sense of community, we have the potential to become one of the IT Corporate Venture Capital (CVC) Companies in the ASIA region. Our mentors, for the time being and in the foreseeable future, will comprise of the Company’s officers, whom have extensive experience in the information and computer technology industry. Additionally, our mentors possess, extensive corporate experience, corporate management skills, professional networking, and industry knowledge which are necessary to guide tech-based entrepreneurs to the path of success.
The exact details of our mentoring program will be adjusted on a case-by-case basis, but will follow a certain basic structure. Our primary focus will be to provide domain knowledge in delivering ICT-enriched learning experiences and best practices through our years of experience in the ICT and tech-based industry. We intend to provide professional industry-based advice, conduct market analysis, track performance metrics and corporate development advisory on ASIA-wide ICT aspects. The Company intends to conduct feasibility report based on the industry average using comparison of common firms’ performance within the ICT industry.
The feasibility reports cover seven main areas to clearly identify the pain points that entrepreneurs may encounter within the ICT market:
- Direction and Strategy
- Team and Execution
- Culture and Brand
- Creativity and Innovation
- Business Modelling
- Sustainability
- Profitability
Match-Making & Business Opportunities
The strength and ability of ASIA entrepreneurs are evolving and improving; hence our Company’s mission is to assist these entrepreneurs to grow globally. SEATech targets emerging-growth entrepreneurs and assist them to sustain their economic positions in the Asia-Pacific region, as we believe the multilateral business relationship between the countries in these regions has shown a trend of increasing strength which will continue in the future. We intend to identify emerging-growth entrepreneurs, initially, through word of mouth and existing industry contacts of our officers and directors, we may also evaluate the possibility of organizing programs or events in future and to provide a venture pitching platform for tech-based companies seeking venture capital funding. Plans regarding the organizing of events is in the growth stage, and currently we have not taken measures to finalize such plans. Once entrepreneurs are identified, we will create linkages between the ecosystem players within the information and communications technology (ICT) industry and assist in solving critical issue for the continued development of ICT sectors.
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Technology Team
It is the Company’s belief that digital products and services are transforming industries, enriching lives, and propelling progress. We strongly believe that our team with years of experience in the ICT industry will be able to reinforce the importance of digitization and incubate promising entrepreneurs in the ICT industry who can shape the country’s future. With the experience of our officers and directors in this industry, we believe that we are able to benefit our members by making recommendations pursuant to the digital economy, conducting market analysis, and tracking digital progress metrics throughout Southeast Asia.
Financial and Corporate Advisory Team
Growing strong regional entrepreneurs is not our sole aim, we also aspire to build an ICT ecosystem in the region through the tool of securitization that could assist our clients to compete on the world stage. As such, we have entered into a memorandum of understanding with the National ICT Association of Malaysia (PIKOM), and GreenPro Capital Corp (NASDAQ: GRNQ) to enter into a partnership to create greater value for the high-growth emerging companies in the ASIA region. In collaboration with Greenpro, our corporate development advisory services can be flexible arrangement, custom fitted for members and their needs. We provide advisory services to ascertain that our clients are well structured and have clearly delineated funding options available in the capital marketplace.
Corporate Program
Despite the technological advancements, many small and medium-sized enterprises (SMEs) in ASIA are still low in both technology and skillsets. With our Corporate Programs, we intend to match and enhance performance of ICT entrepreneurs based upon a spectrum of availability, innovation environment, regulatory environment, and digital literacy. It is our intention to create corporate programs through which our community clients may have an opportunity to attend seminars, workshops, promotional events that showcase industry expertise during key cross-countries Southeast Asia events. All such plans remain in development and we have yet to determine a timeline when such programs will become available.
Future Plan
Marketing
We plan to explore tech-based marketplaces and attract IT startup entrepreneurs around ASIA countries through building our corporate image and awareness through corporate seminars, website and pitching events. Further, we had developed a corporate website which will introduce our SEATech Corporate Ventures Program.
At this time, we intend for the SEATech Corporate Ventures Program to be comprised of the following:
1. Mentorship on Pitching - Participate in SEATech’s corporate accelerator programs which will mentor ICT entrepreneur’s pitching skills and educate their mind-set of current business environment.
2. Corporate Event – Opportunity to attend seminars / workshops where they will be provided with professional ICT advisory solutions by our experienced officer and director.
3. Roadshow and Fund-Raising Advisory Opportunity to participate in event to provide entrepreneurs with knowledge of options available within the capital market and to enhance their understanding of compliance requirements to respective capital market rules and regulations.
4. Matchmaking & Business Opportunities Potential collaborations for local entrepreneurs to meet some of the region’s most innovative start-ups.
We market our advisory services through this corporate website and utilize search engine marketing to improve the visibility of our corporate website. At this point in time, our website was in place and accessible at: https://www.seatech-ventures.com/.
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Expansion and Targeted Market
In the next financial year from 2022 onwards, we plan to recruit three to five engagement partners in every country that we operate. The Company anticipates expanding into the ASIA market initially to Thailand, Indonesia, Singapore, Philippines, Vietnam, Myanmar, Cambodia, Taiwan, China and Hong Kong. The qualifications and capabilities are individuals with vast experiences in the ICT industry, able to provide in-depth analysis, corporate management advice and developing business solutions for ICT companies that intend to grow, as well as to carry out performance assessment, strategic planning and implementation of pre-set goals and plans.
In addition, we will hire additional staff in Malaysia within a year of the public listing of the Company. We believe that hiring fifteen to twenty employees, which may include accountants, public relations and ICT business consultants, will be sufficient in order to support our operations. It will also be necessary for us to acquire office space from which we can conduct operations and conduct meetings with potential clients. We also plan to allocate funds to support our ICT Incubator Program. However, such development will require intensive research, development and testing so we cannot accurately determine a concrete timeline at present nor have we determined an appropriate budget for these future activities. We may also evaluate potential acquisitions and venture opportunities in the future which we feel may have some synergy with our current operations when the Company is successfully listed in the US capital market.
Competition
SEATech focuses on providing mentoring and advisory services to ICT companies in ASIA. The venture capital industry in ASEAN or even the ASIAN region has grown substantially over the years, as more start-ups, especially those with ICT focus, will require mentoring and incubation services in order to move to the next level. Henceforth, the venture capital industry is getting more competitive and SEATech intends to improve its visibility and the provision of its advisory services in order to stand out from the competition. The Company will seek to improve its competency in ICT so as to create a competitive advantage over our existing and/or potential competitors.
Customers
For the year ended December 31, 2022, the Company has generated $548,095 revenue from customers through the provision of business mentoring, nurturing and incubation services relating to client businesses and corporate development advisory services.
Employees
As of December 31, 2022, the Company has a total of 3 full-time employees at our headquarter office in Kuala Lumpur, Malaysia. The 3 full-time employees are administrative staffs of the Company.
Our director cum Chief Executive Officer, Chin Chee Seong, director, Seah Kok Wah and Chief Financial Officer, Tan Hock Chye have flexible working hours, up to 30 hours per week, but are prepared to devote more time if necessary.
Our independent non-executive directors, Cheah Kok Hoong and Louis Ramesh Ruben also have flexibility working hours with no time limits, but are prepared to devote more time if necessary.
We do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our Officers, Directors or employees.
Government Regulation
At present, we are subject to the laws and regulations of the jurisdictions in which we operate, which may include business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and supervisory requirements.
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ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. PROPERTIES
We have a physical office in Bangsar South with address 11-05 & 11-06, Tower A, Ave 3 Vertical Business Suite, Jalan Kerinchi, Bangsar South, 59200 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur, Malaysia. Our office space is provided rent free by our director Seah Kok Wah.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. There are currently no pending legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Holders
As of December 31, 2022, we had 92,519,843 shares of our Common Stock par value, $.0001 issued and outstanding. There were 463 beneficial owners of our Common Stock.
Transfer Agent and Registrar
The transfer agent for our capital stock is VStock Transfer, LLC, with an address at 18, Lafayette Place, Woodmere, New York 11598 and telephone number is +1 (212) 828-8436.
Penny Stock Regulations
The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).
For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.
In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors’ ability to buy and sell our stock.
Dividend Policy
Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our board of directors out of funds legally available for such purpose. We are under no obligations or restrictions to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our board of directors currently intends to retain all earnings for use in the business for the foreseeable future.
Equity Compensation Plan Information
Currently, there is no equity compensation plan in place.
Unregistered Sales of Equity Securities
Currently, there is no unregistered sales of equity securities.
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Purchases of Equity Securities by the Registrant and Affiliated Purchasers
We have not repurchased any shares of our common stock during the fiscal year ended December 31, 2022.
ITEM 6. SELECTED FINANCIAL DATA
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report.
Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.
The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.
Overview
SEATech Ventures Corp. is a company that operates through its wholly owned subsidiary, SEATech Ventures Corp., a Company registered in Labuan, Malaysia, which in turn owns 100% of SEATech Ventures (HK) Limited, the operating Hong Kong Company which is described below. The purpose of SEATech Ventures Corp. Labuan, Malaysia is to act as a holding company.
The purpose of SEATech Ventures (HK) Limited is to become the current regional hub for business activities and to engage in operational functions. SEATech Ventures (HK) Limited owns 100% of SEATech CVC Sdn Bhd and SEATech Ventures Sdn Bhd respectively, which both companies are in Malaysia, as part of our business development initiative.
Currently, our physical office in in Bangsar South with address 11-05 & 11-06, Tower A, Ave 3 Vertical Business Suite, Jalan Kerinchi, Bangsar South, 59200 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur, Malaysia.
SEATech Group business activities are mainly providing business mentoring services, nurturing and incubation services relating to client businesses and corporate development advisory services to entrepreneurs in the broader technology industry, but with a specific focus on the information and communication technology industry. We will, focus our efforts on nurturing ICT entrepreneurs in Asia. Our advisory services will center on our “ICT Start-Up Mentorship Program”, which is designed to assist tech-based entrepreneurs in solving ICT industry pain points caused by technical insufficiencies, inappropriate financial modelling and weak strategic positioning Our advisory services aim to improve the technical exposure of our clients and to improve their sustainability in the ICT industry community through a combination of mentorship programs.
As part of our expansion plan, on September 20, 2022 Greenpro Capital Corp. (NASDAQ: GRNQ) appointed SEATech Ventures (HK) Limited as a listing sponsor to engage potential token issuers to list on Green-X, the World’s first Shariah-Compliant ESG (environment, social and governance) Digital Asset Exchange (“DAX”) in Labuan, Malaysia. According to global consulting firm BCG, the asset tokenization market will grow 50 times from US$310 billion in this year, to US$16.1 trillion by 2030, driven by demand from a wide range of investors for greater access to private markets (Source: World Economic Forum – Global Agenda Council, BCG Analysis). As a DAX listing sponsor, SEATech Ventures (HK) Limited focus on digital/physical asset-backed companies in the STO (security token offering) listing on Green-X.
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Results of Operations
Revenues for the year ended December 31, 2022 and 2021
The Company generated revenue of $548,095 and $383,240 for the year ended December 31, 2022 and 2021. The revenue represented income from provision of business mentoring, nurturing and incubation services relating to client businesses and corporate development advisory services.
Cost of Revenue and Gross Margin
For the year ended December 31, 2022 and 2021, cost incurred in providing corporate development advisory services is $454,053 and $307,700. The Company generates gross profits of $94,042 and $75,540 for the year ended December 31, 2022 and 2021.
Selling and Distribution Expenses
Selling and distribution expenses for the year ended December 31, 2022 and 2021 amounted to $7,613 and $3,079 respectively. These expenses comprised expenses on website and website maintenance, marketing and networking event.
General and Administrative Expenses
General and administrative expenses for the year ended December 31, 2022 and 2021 amounted to $182,522 and $175,657 respectively. These expenses are comprised of salary, professional fee, compliance fee, office and operation expenses.
Other Income
The Company recorded an amount of $1,936 and $1,546 as other income for the year ended December 31, 2022 and 2021 respectively. This income is derived from the foreign exchange gain.
Net Loss and Net Loss Margin
The net loss was $94,157 for the year ended December 31, 2022 as compared to $101,650 for the year ended December 31, 2021. The decrease in net loss of $7,493 was contributed to the higher revenue generated for the year ended December 31, 2022. Taking into the loss for the year ended December 31, 2022, the accumulated loss for the Company has increased from $499,923 to $594,080.
Liquidity and Capital Resources
As of December 31, 2022, we had cash and cash equivalents of $136,193. We expect increased levels of operations going forward will result in more significant cash flow and in turn working.
We depend substantially on operating activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations.
Cash Used in Operating Activities
For the year ended December 31, 2022 and 2021, net cash used in operating activities was $59,529 and $85,051. The cash used in operating activities was mainly for payment of sales and marketing and general and administrative expenses.
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Cash Provided by Financing Activities
For the year ended December 31, 2022, net cash provided by financing activities was $0. For the year ended December 31, 2021, net cash provided by financing activities was $300. The financing cash flow performance primarily reflects the borrowing repayment to director.
Cash Provided by / (Used in) Investing Activities
For the financial year ended December 31, 2022, the net cash provided by investing activities was $200. For the financial year ended December 31, 2021, the net cash used in investing activities was $4,250. The investing cash flow performance primarily reflects the investment in other companies in the ICT industry.
Credit Facilities
We do not have any credit facilities or other access to bank credit.
Critical Accounting Policies and Estimates
Basis of presentation
The consolidated financial statements for SEATech Ventures Corp. and its subsidiaries for the year ended December 31, 2022 is prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of SEATech Ventures Corp. and its wholly owned subsidiaries, SEATech Ventures Corp., SEATech Ventures (HK) Limited, SEATech CVC Sdn. Bhd. and SEATech Ventures Sdn. Bhd. Intercompany accounts and transactions have been eliminated on consolidation. The Company has adopted December 31 as its fiscal year end.
Basis of consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated upon consolidation.
Use of estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.
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.
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Revenue recognition
Financial Accounting Standards Board, or FASB, issued ASC 606. The standard is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services.
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
Income taxes
Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
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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$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.
Translation of amounts from MYR and HK$ into US$1 has been made at the following exchange rates for the respective periods:
| As of and for the year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| Year-end MYR : US$1 exchange rate | 4.40 | 4.17 | ||||||
| Year-average MYR: US$1 exchange rate | 4.40 | 4.14 | ||||||
| Year-end HK$ : US$1 exchange rate | 7.81 | 7.80 | ||||||
| Year-average HK$ : US$1 exchange rate | 7.83 | 7.77 | ||||||
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.
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Fair value of financial instruments:
The carrying value of the Company’s financial instruments: cash and cash equivalents, accounts payable and accrued liabilities, and amount due to a director approximate at their fair values because of the short-term nature of these financial instruments.
The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
| Level 1: Observable inputs such as quoted prices in active markets; | |
| Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |
| Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. |
Recent accounting pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. In November 2019, the FASB issued ASU No. 2019-10, which to update the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses, leases, and hedging standard. The new effective date for these preparers is for fiscal years beginning after December 15, 2022. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning January 1, 2023 as the Company is qualified as a smaller reporting company. The Company is currently evaluating the impact ASU 2019-05 may have on its consolidated financial statements.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required by this item are located in PART IV of this Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosures Control and Procedures
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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; and | |
| ● | 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, 2022, 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.
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, 2022.
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.
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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, 2022 based on criteria established 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:
| 1. | We plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function. The accounting personnel is responsible for reviewing the financing activities, facilitate the approval of the financing, record the information regarding the financing, and submit SEC filing related documents to our legal counsel in order to comply with the filing requirements of SEC. |
| 2. | We intend to add staff members to our management team for making sure that information required to be disclosed in our reports filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and will the staff members will have segregated responsibilities with regard to these responsibilities. |
We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2022.
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. 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.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our executive officers and directors and their respective ages as of the date hereof are as follows:
| NAME | AGE | POSITION | ||
| Chin Chee Seong | 62 | Chief Executive Officer, President, Secretary, Treasurer, Director | ||
| Seah Kok Wah (1) | 55 | Director | ||
| Cheah Kok Hoong (1) | 56 | Independent Non-Executive Director | ||
| Louis Ramesh Ruben (1) | 45 | Independent Non-Executive Director | ||
| Tan Hock Chye | 63 | Chief Financial Officer |
| (1) | Member of the Audit Committee. |
Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.
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Chin Chee Seong – President, Chief Executive Officer, Secretary, Treasurer, Director
Mr. 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. Additionally, Mr. Chin Chee Seong 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).
Mr. Chin Chee Seong served as a technical engineer/technical manager of Seniko Sdn. Bhd. from 1985 to 1996. Seniko Sdn. Bhd. is a third-party maintenance company which provides maintenance services relating to technology, computer systems, hardware and software. From 1996 to 2000 he was the General Manager of Telekom Equipment Malaysia, a subsidiary of Telekom Malaysia Bhd. From 2000 to 2006 Mr. Chin served as Chief Executive Officer of JOC Technology, a full-service application service provider. The Company’s services include virtual domain hosting, virtual domain e-mail services, and on-line e-commerce services.
From 2007 to present, Mr. Chin Chee Seong 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. Mr. 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.
Due to Mr. Chin Chee Seong’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 Chee Seong to the positions of Chief Executive Officer, President, Secretary, Treasurer, and Director.
Seah Kok Wah – Director
Mr. 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.
Mr. Seah Kok Wah began his career in Silicon Valley as a software applications developer for Software Publishing Corporation and Netscape Communications Corporation, from 1994 to 1997. Mr. Seah Kok Wah 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 China.
Mr. Seah Kok Wah co-founded several companies including Bimbit.com Sdn. Bhd. in 2005, Afor Pte Ltd Singapore in 2002 which floated on the Singapore Stock Exchange in 2008 and subsequently rebranded as “EpiCentre Holdings Ltd”. Mr. 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. Bhd. in 2018 until now.
Mr. Seah Kok Wah’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.
On October 31, 2022, Mr. Seah Kok Wah resigned as Chief Investment Officer of the Company.
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Mr. Cheah Kok Hoong – Independent Non-Executive Director
Mr. Cheah, aged 56, 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. Mr. 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. Mr. 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. Bhd. 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.
Mr. 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.
Mr. 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.
Mr. 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.
Mr. Cheah holds a Bachelor of Science in Computer Science & Physics from Campbell University, USA and Tunku Abdul Rahman University College, Malaysia, since 1990.
Mr. Louis Ramesh Ruben – Independent Non-Executive Director
Mr. Louis, age 45, 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. Mr. Louis has 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. Mr. 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. Mr. Louis is a certified trainer by the Human Resource Development Fund (HRDF), Ministry of Human Resources Malaysia.
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Mr. 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.
Mr. Tan Hock Chye – Chief Financial Officer
Mr. Tan, age 63, 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.
Mr. 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. In 1997, Mr. 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 in 2013.
Mr. 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. Bhd. as Chief Business Officer from 2018 to 2019, Ken-Air Holdings Sdn. Bhd. as Financial Controller and Chief Executive Officer from 1994 to 2003 and Word Publishing Co. Pty. Ltd. as Management Accountant and Chief Accountant from 1982 to 1985.
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:
| 1. | 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; |
| 2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3. | 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; or |
| 4. | 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. |
| 5. | 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; |
| 6. | 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; |
| 7. | 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; or |
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| 8. | 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 has two independent non-executive directors as members of our Board of Directors, the Company does not anticipate having additional independent Directors until such time as we are required to do so.
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 is currently comprised of our director Mr. Seah Kok Wah and our two independent non-executive directors: Mr. Louis Ramesh Ruben and Mr. Cheah Kok Hoong. Mr. 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.
According to its charter, the Audit Committee consists of at least three Board members and such members shall constitute at least a majority of the Company’s independent non-executive directors. The Company’s website contains a copy of the Audit Committee Charter. The Audit Committee Charter describes the primary functions of the Audit Committee, including the following:
| ● | Oversee the Company’s accounting and financial reporting processes; | |
| ● | Oversee audits of the Company’s financial statements; | |
| ● | Discuss policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures; | |
| ● | Review and discuss with management the Company’s audited financial statements and review with management and the Company’s independent registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing such financial statements. | |
| ● | Recommend to the board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last fiscal year; | |
| ● | Meet separately, periodically, with management, with the Company’s internal auditors (or other personnel responsible for the internal audit function) and with the Company’s independent registered public accounting firm; | |
| ● | Be directly responsible for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged to prepare or issue an audit report for the Company; | |
| ● | Take, or recommend that the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered public accounting firm; and | |
| ● | 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. |
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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 Statement.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation of our principal executive officer, principal investment officer and principal financial officer who served at the end of the year December 31, 2022, for services rendered in all capacities to us.
Summary Compensation Table:
| Name and Principal Position | Period | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
| Chin Chee Seong, Chief Executive Officer, President, Secretary, Treasurer, Director | For the year ended December 31, 2022 | 13,712 | - | - | - | - | - | - | 13,712 | |||||||||||||||||||||
| For the year ended December 31, 2021 | 10,880 | - | - | - | - | - | - | 10,880 | ||||||||||||||||||||||
| Seah Kok Wah, Chief Investment Officer (1), Director | For the year ended December 31, 2022 | 11,446 | - | - | - | - | - | - | 11,446 | |||||||||||||||||||||
| For the year ended December 31, 2021 | 10,880 | - | - | - | - | - | - | 10,880 | ||||||||||||||||||||||
| Tan Hock Chye Chief Financial Officer | For the year ended December 31, 2022 | 13,712 | - | - | - | - | - | - | 13,712 | |||||||||||||||||||||
| For the year ended December 31, 2021 | 7,217 | - | - | - | - | - | - | 7,217 | ||||||||||||||||||||||
| (1) | On October 31, 2022, Mr. Seah Kok Wah resigned as Chief Investment Officer of the Company. |
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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
Our Chief Executive Officer, Chin Chee Seong, and our Chief Investment Officer, Seah Kok Wah, signed employment agreement on April 01, 2021 while our Chief Financial Officer, Tan Hock Chye, signed employment agreement on July 01, 2021. On October 31, 2022, Mr. Seah Kok Wah resigned as Chief Investment Officer of the Company.
Compensation Discussion and Analysis
Director Compensation
During our fiscal year ended December 31, 2022, we provided monthly compensation to our independent non-executive directors, including Mr. Louis Ramesh Ruben for $500 and Mr. Cheah Kok Hoong for $500. All the independent non-executive directors are also the members of audit committee.
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.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
As of December 31, 2022, 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, 2022 certain information with regard to the record and beneficial ownership of the Company’s common stock by (i) each person known to the Company to be the record or beneficial owner of more than 5% of the Company’s common stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of the Company as a group:
| Name and Address of Beneficial Owner | Shares of Common Stock Beneficially Owned | Common Stock Voting Percentage Beneficially Owned | Total Voting Percentage Beneficially Owned | |||||||||
| Executive Officers and Directors | ||||||||||||
| Chin Chee Seong, Chief Executive Officer, President, Secretary, Treasurer and Director | 20,100,000 | 21.73 | % | 21.73 | % | |||||||
| Seah Kok Wah, Director | 20,005,000 | 21.62 | % | 21.62 | % | |||||||
| Cheah Kok Hoong Independent Non-Executive Director | - | - | % | - | % | |||||||
| Louis Ramesh Ruben Independent Non-Executive Director | 400 | 0.00043 | % | 0.00043 | % | |||||||
| Tan Hock Chye Chief Financial Officer | 1,000,000 | 1.08 | % | 1.08 | % | |||||||
| All of executive officers and director as a group | 41,105,400 | 44.43 | % | 44.43 | % | |||||||
| 5% or greater shareholders (excluding officers/directors) | ||||||||||||
| Greenpro Asia Strategic SPC1 | 29,200,000 | 31.56 | % | 31.56 | % | |||||||
| STVC Talent Sdn Bhd2 | 8,831,800 | 9.55 | % | 9.55 | % | |||||||
1 Greenpro Asia Strategic SPC- Greenpro Asia Strategic Fund SP is owned and controlled by GC Investment Management Limited.
2 Mr. Wang Sze Yao @ Wang Ming Way is the sole officer, director and controlling shareholder of STVC Talent Sdn. Bhd.
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). 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 an 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.
| (1) | 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. |
| (2) | Based on the total issued and outstanding shares of 92,519,843 as of the date of this Annual Report. |
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ITEM 13. 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. Mr. Chin Chee Seong is Chief Executive Officer, President, Secretary, and Treasurer of the Company. He is also a member of our Board of Directors.
On April 2, 2018 Mr. Seah Kok Wah was appointed Chief Investment Officer of the Company and was subsequently appointed as Director on March 13, 2019. On October 31, 2022, Mr. Seah resigned as Chief Investment Officer of the Company.
On May 2, 2018, we, “the Company” acquired 100% of the equity interests in SEATech Ventures Corp (herein referred as the “Malaysia Company”), a company incorporated in Labuan, Malaysia.
On December 21, 2018, SEATech Ventures Corp, a Malaysia Company acquired SEATech Ventures (HK) Limited (herein referred as the “Hong Kong Company”), a company incorporated in Hong Kong.
On May 14, 2018, the Company issued 20,000,000 shares of restricted common stock to both Mr. Chin Chee Seong and Mr. Seah Kok Wah, with a par value of $0.0001 per share, for total additional working capital of $4,000.
On August 7, 2018, the Company issued 10,000,000 shares of restricted common stock to Greenpro Venture Capital Limited, with a par value of $0.0001 per share, for additional working capital of $1,000. Greenpro Venture Capital Limited is owned by Greenpro Capital Corp. The controlling shareholders of Greenpro Capital Corp. are Mr. Lee Chong Kuang and Mr. Loke Che Chan.
On August 8, 2018, the Company issued 30,000,000 shares of restricted common stock to Greenpro Asia Strategic SPC, with a par value of $0.0001 per share, for additional working capital of $3,000. Greenpro Asia Strategic SPC- Greenpro Asia Strategic Fund SP is owned and controlled by GC Investment Management Limited.
On August 27, 2018, the Company issued 10,000,000 shares of restricted common stock to STVC Talent Sdn Bhd, with a par value of $0.0001 per share, for additional working capital of $1,000. Mr. Wang Sze Yao @ Wang Ming Way is the sole officer, director and controlling shareholder of STVC Talent Sdn. Bhd.
Greenpro Venture Capital Limited is owned by Greenpro Capital Corp. The controlling shareholders of Greenpro Capital Corp. are Lee Chong Kuang and Loke Che Chan.
During the period ended December 31, 2018 the Company paid $60,000 to Greenpro Financial Consulting Limited for professional services.
For the year ended December 31, 2019, the Company paid $158,720 to Greenpro Financial Consulting Limited for professional services and cost of providing corporate development advisory services to ICT and technology-based companies.
For the year ended December 31, 2020, the Company paid $233,400 to Greenpro Financial Consulting Limited for professional services and cost of providing corporate development advisory services to ICT and technology-based companies.
For the year ended December 31, 2021, the Company paid $307,700 Greenpro Financial Consulting Limited for professional services and cost of providing corporate development advisory services to ICT and technology-based companies.
For the year ended December 31, 2022, the Company paid $18,242 to Asia UBS Global Limited for professional services and $366,300 to Greenpro Financial Consulting Limited for the cost of providing corporate development advisory services to ICT and technology-based companies.
RELATED PARTY TRANSACTIONS
For the year ended December 31, 2022 and 2021 the Company has following transactions with related parties:
For the year ended (Audited) | For the year ended (Audited) | |||||||
| Company Secretary Fees: | ||||||||
| - Related party A | $ | 9,242 | $ | 8,138 | ||||
| Professional Fees: | ||||||||
| - Related party A | $ | 9,000 | $ | 9,280 | ||||
| Sales | ||||||||
| - Related party A | $ | - | $ | 11,640 | ||||
| - Related party B | - | 147,400 | ||||||
| - Related party C | 280,000 | 104,200 | ||||||
| - Related party D | 160,000 | 104,200 | ||||||
| - Related party E | 87,089 | - | ||||||
| Cost of Sales | ||||||||
| - Related party A | $ | 366,300 | $ | 307,700 | ||||
| Total | $ | 911,631 | $ | 692,558 | ||||
The related party A, through its wholly owned subsidiaries is a 34.06% shareholder of the Company.
Related party B represents company where the Company owns 13.64% interest in the company.
Related party C represents company where the Company owns 14.76% interest in the company.
Related party D represents company where the Company owns 14.99% interest in the company.
Related party E represents one of the corporate shareholders, owns 2.46% interest in the Company.
Review, Approval and Ratification of Related Party Transactions
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.
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.
| For the Year Ended December 31, 2022 | For the Year Ended December 31, 2021 | |||||||
| Audit fees | $ | 12,000 | $ | 10,000 | ||||
| Audit related fees | 7,500 | 7,500 | ||||||
| Tax fees | - | 2,500 | ||||||
| Total | $ | 19,500 | $ | 20,000 | ||||
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.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements
The following are filed as part of this report:
Financial Statements
The following financial statements of SEATech Ventures Corp. and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this Report:
| Page | |
| Index | F-1 |
| Report of Independent Registered Public Accounting Firm | F-2 |
| Financial Statements | |
| Consolidated Balance Sheets | F-3 |
| Consolidated Statements of Operations | F-4 |
| Consolidated Statements of Stockholders’ Equity | F-5 |
| Consolidated Statements of Cash Flows | F-6 |
| Notes to Consolidated Financial Statements | F-7 – F-16 |
(b) Exhibits
The following exhibits are filed or “furnished” herewith:
| 3.1 | Articles of Incorporation** |
| 3.2 | Bylaws** |
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* |
| 31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer* |
| 32.1 | |
| 32.2 | |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | 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. 2 (File No. 333-230479) on May 30, 2019.
| 31 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SEATECH VENTURES CORP. | ||
| (Name of Registrant) | ||
| Date: December 26, 2023 | By: | /s/ CHIN CHEE SEONG |
| Title: | Chief Executive Officer, | |
| President, Director, Secretary and Treasurer | ||
| Date: December 26, 2023 | By: | /s/ TAN HOCK CHYE |
| Title: | Chief Financial Officer |
| 32 |
INDEX TO FINANCIAL STATEMENTS
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
SEATech Ventures Corp.
11-05 & 11-06, Tower A, Avenue 3 Vertical Business Suite,
Jalan Kerinchi, Bangsar South, 59200 Kuala Lumpur, Malaysia.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of SEATech Ventures Corp. (the ‘Company’) as of December 31, 2022 and 2021, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the each of two years in the year ended of December 31, 2022 and 2021, 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 2021, and the results of its operations and its cash flows for each of two years in the year ended December 31, 2022 and 2021, in conformity with accounting principles generally accepted in the United States of America.
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 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. 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 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.
Our 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.
Going Concern
The 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 $59,529 as of December 31, 2022. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical matters.
| /s/ JP CENTURION & PARTNERS PLT | |
| JP CENTURION & PARTNERS PLT | |
We have served as the Company’s auditor since 2020. | |
|
|
| F-2 |
SEATECH VENTURES CORP.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2022 AND 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Audited)
| As of December 31, | ||||||||
2022 (Audited) | 2021 (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Account receivable | $ | $ | ||||||
| Deposits paid, prepayments and other receivables | ||||||||
| Amount due from a related party | ||||||||
| Amount due from corporate shareholder of a subsidiary | ||||||||
| Cash and cash equivalents | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Investment in other companies | $ | $ | ||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Account payable | $ | $ | ||||||
| Other payables and accrued liabilities | ||||||||
| Amount due to a corporate shareholder | ||||||||
| Total current liabilities | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred shares, $ par value; shares authorized; issued and outstanding | $ | $ | ||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding as of December 31, 2022 and 2021 respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | $ | ( | ) | $ | ( | ) | ||
| TOTAL SEATECH VENTURES CORP. STOCKHOLDERS’ EQUITY | $ | $ | ||||||
| NON-CONTROLLING INTEREST | ||||||||
| TOTAL STOCKHOLDERS’ EQUITY | $ | $ | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
| F-3 |
SEATECH VENTURES CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR YEARS ENDED DECEMBER 31, 2022 AND 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Audited)
For the year ended (Audited) | For the year ended (Audited) | |||||||
| REVENUE | $ | $ | ||||||
| COST OF REVENUE | ( | ) | ( | ) | ||||
| GROSS PROFIT | $ | $ | ||||||
| OTHER INCOME | ||||||||
| SELLING AND DISTRIBUTION EXPENSES | ( | ) | ( | ) | ||||
| GENERAL AND ADMINISTRATIVE EXPENSES | ( | ) | ( | ) | ||||
| LOSS BEFORE INCOME TAX | $ | ( | ) | $ | ( | ) | ||
| INCOME TAXES PROVISION | ||||||||
| NET LOSS | ( | ) | ( | ) | ||||
| OTHER COMPREHENSIVE LOSS | ||||||||
| Foreign exchange translation loss | ( | ) | ( | ) | ||||
| COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | ||
| NET LOSS ATTRIBUTABLE TO: | ||||||||
| Shareholders | ( | ) | ( | ) | ||||
| Non-controlling interests | ( | ) | ||||||
| NET LOSS FOR THE YEAR | ( | ) | ( | ) | ||||
| OTHER COMPREHENSIVE LOSS ATTRIBUTABLE TO: | ||||||||
| Shareholders | ( | ) | ( | ) | ||||
| Non-controlling interests | ( | ) | ||||||
| OTHER COMPREHENSIVE LOSS FOR THE YEAR | ( | ) | ( | ) | ||||
| Net loss per share- Basic and diluted (cent) | ) | ) | ||||||
| Weighted average number of common shares outstanding - Basic and diluted | ||||||||
See accompanying notes to consolidated financial statements.
| F-4 |
SEATECH VENTURES CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR YEARS ENDED DECEMBER 31, 2022 AND 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Audited)
COMMON SHARES | ADDITIONAL | ACCUMULATED OTHER |
NON- | |||||||||||||||||||||||||
| Number of Shares | Amount | PAID-IN CAPITAL | COMPREHENSIVE LOSS | ACCUMULATED DEFICIT | CONTROLLING INTEREST | TOTAL EQUITY | ||||||||||||||||||||||
| Balance as of December 31, 2020 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| Shares spinoff adjustment resulted from a stock distribution by a corporate shareholder | ( | ) | ||||||||||||||||||||||||||
| Acquisition of a subsidiary | ||||||||||||||||||||||||||||
| Foreign exchange translation loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Balance as of December 31, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| Step acquisition | ( | ) | ( | ) | ||||||||||||||||||||||||
| Foreign exchange translation loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance as of December 31, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
See accompanying notes to consolidated financial statements
| F-5 |
SEATECH VENTURES CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR YEARS ENDED DECEMBER 31, 2022 AND 2021
(Currency expressed in United States Dollars (“US$”))
(Audited)
For the year ended (Audited) | For
the year ended (Audited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Account payable | ( | ) | ||||||
| Amount due from corporate shareholder of a subsidiary | ( | ) | ||||||
| Amount due from a related company | ( | ) | ||||||
| Deposits paid, prepayments and other receivables | ( | ) | ||||||
| Other payables and accrued liabilities | ||||||||
| Amount due to a corporate shareholder | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOW FROM INVESTING ACTIVITIES: | ||||||||
| Investment in other companies | ( | ) | ||||||
| Refund of investment in other companies | ||||||||
| Net cash provided by / (used in) investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from subscription shares of non-controlling interest | ||||||||
| Advances from director | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents, beginning of year | ||||||||
| CASH AND CASH EQUIVALENTS, END OF YEAR | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||||
| Income taxes paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
| F-6 |
SEATECH VENTURES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
1. ORGANIZATION AND BUSINESS BACKGROUND
SEATech Ventures Corp. (“the Company”) was incorporated on April 2, 2018 under the laws of the state of Nevada.
The Company, through its subsidiaries, engages in providing business mentoring, nurturing, incubating and corporate development advisory services to ICT and technology-based companies.
On
May 2, 2018, the Company acquired
On December 21, 2018, SEATech Ventures Corp, the Malaysia Company acquired SEATech Ventures (HK) Limited (herein referred as the “Hong Kong Company”), a private limited company incorporated in Hong Kong.
On
October 04, 2021, SEATech Ventures (HK) Limited subscribed
On
January 03, 2022, SEATech Ventures (HK) Limited acquired 1 share, representing
Details of the Company’s subsidiaries:
| Company name | Place and date of incorporation | Particulars of issued capital | Principal activities | Proportional of ownership interest and voting power held | ||||||||
| 1. | % | |||||||||||
| 2. | % | |||||||||||
| 3. | % | |||||||||||
| 4. | % | |||||||||||
| F-7 |
SEATECH VENTURES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(Currency expressed in United States Dollars (“US$”), 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.
Basis of presentation
The consolidated financial statements for SEATech Ventures Corp. and its subsidiaries for the year ended December 31, 2022 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. Bhd. (F.K.A. SEATech Bigorange CVC Sdn. Bhd.) and SEATech Ventures Sdn. Bhd. Intercompany accounts and transactions have been eliminated on consolidation. The Company has adopted December 31 as its fiscal year end.
Basis of consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company is the primary beneficiary. All inter-company accounts and transactions have been eliminated upon consolidation.
| F-8 |
SEATECH VENTURES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(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.
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
Investments in equity securities
The
Company accounts for its investments that represent less than
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.
Income taxes
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. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
Going concern
The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the year
ended December 31, 2022, the Company incurred a net loss of $
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 financing.
| F-9 |
SEATECH VENTURES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
The Company calculates net loss per share in accordance with ASC Topic 260 “Earnings per share”. Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
Foreign currencies translation
The reporting currency of the Company and its subsidiaries in Labuan and Hong Kong, are United States Dollars (“US$”), 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:
As of and for the year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| Year-end RM : US$1 exchange rate | ||||||||
| Year-average RM : US$1 exchange rate | ||||||||
| Year-end HK$: US$1 exchange rate | ||||||||
| Year-average HK$ : US$1 exchange rate | ||||||||
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
| F-10 |
SEATECH VENTURES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
Fair value of financial instruments:
The carrying value of the Company’s financial 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.
The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
| Level 1: Observable inputs such as quoted prices in active markets; | |
| Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |
| Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. |
Recent accounting pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. In November 2019, the FASB issued ASU No. 2019-10, which to update the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses, leases, and hedging standard. The new effective date for these preparers is for fiscal years beginning after December 15, 2022. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning January 1, 2023 as the Company is qualified as a smaller reporting company. The Company is currently evaluating the impact ASU 2019-05 may have on its consolidated financial statements.
| F-11 |
SEATECH VENTURES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
3. COMMON STOCK
On
April 2, 2018, the founder of the Company, Mr. Chin Chee Seong purchased shares of restricted common stock of the Company at
a par value of $ per share. The monies from this transaction, which totalled $
On
May 14, 2018, the Company issued shares of restricted common stock to Chin Chee Seong and Seah Kok Wah respectively, with
a par value of $ per share, for total additional working capital of $
On
August 7, 2018, the Company issued shares of restricted common stock to Greenpro Venture Capital Limited with a par value
of $ per share, for total additional working capital of $
On
August 8, 2018, the Company issued shares of restricted common stock to Greenpro Asia Strategic Fund SPC, a company incorporated
in Cayman Islands with a par value of $ per share, for additional working capital of $
On
August 27, 2018, the Company issued shares of restricted common stock to STVC Talent Sdn. Bhd., a company incorporated in
Malaysia with a par value of $ per share, for additional working capital of $
On September 7, 2018, the Company sold shares to 2 shareholders, of whom reside in Malaysia. A total of shares of restricted common stock were sold at a price of $ per share. The total proceeds to the Company amounted to a total of $.
On September 12, 2018, the Company sold shares to a shareholder, of whom reside in Malaysia. A total of shares of restricted common stock were sold at a price of $ per share. The total proceeds to the Company amounted to a total of $.
In between September 21, 2018 and November 29, 2018, the Company sold shares to 44 shareholders, of whom reside in Malaysia. A total of shares of restricted common stock were sold at a price of $ per share. The total proceeds to the Company amounted to a total of $.
From June 12, 2019 to May 4, 2020, the company issued shares of common stock at a price of $ per share through the Initial Public Offering (IPO) to 70 non-US residents.
As of December 31, 2022, SEATech Ventures Corp. has an issued and outstanding common share of .
| F-12 |
SEATECH VENTURES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
4. ACCOUNT RECEIVABLE
As of December 31, 2022 (Audited) | As of December 31, 2021 | |||||||
| Account receivable | $ | $ | ||||||
| Total account receivable | $ | $ | ||||||
The account receivable represents receivable amount
from a company where the Company owns
5. AMOUNT DUE FROM A RELATED PARTY
The amount due is unsecured, interest free and has no fixed terms of repayment.
The amount due is unsecured, interest free and has no fixed terms of repayment.
7. INVESTMENT IN OTHER COMPANIES
| As of | As of | |||||||
December 31, 2022 (Audited) | December 31, 2021 (Audited) | |||||||
| AsiaFIN Holdings Corp1 | ||||||||
| Pentaip Technology Inc.2 | ||||||||
| Angkasa-X Holdings Corp.3 | ||||||||
| JOCOM Holdings Corp.4 | ||||||||
| catTHIS Holdings Corp. 5 | ||||||||
| Total investment in other companies | $ | $ | ||||||
| 1 |
| 2 |
| 3 |
| 4 |
| 5 |
8. ACCOUNT PAYABLE
As of December 31, 2022 | As of December 31, 2021 | |||||||
| Account payable | $ | $ | ||||||
| Total account payable | $ | $ | ||||||
The account payable represents payable to a wholly owned subsidiary of a corporate shareholder which is trade in nature and subject to normal trade term.
9. OTHER PAYABLES AND ACCRUED LIABILITIES
| As of | As of | |||||||
December 31, 2022 (Audited) | December 31, 2021 (Audited) | |||||||
| Accrued audit fees | $ | $ | ||||||
| Accrued professional fees | ||||||||
| Accrued expenses | ||||||||
| Total payables and accrued liabilities | $ | $ | ||||||
| F-13 |
SEATECH VENTURES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
The 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.
11. INCOME TAXES
For the year ended December 31, 2022 and year ended December 31, 2021, the local (United States) and foreign components of (loss) / profit before income taxes were comprised of the following:
| For the year ended December 31, 2022 | For the year ended December 31, 2021 | |||||||
| Tax jurisdictions from: | ||||||||
| - Local | $ | ( | ) | $ | ( | ) | ||
| - Foreign, representing | ||||||||
| Labuan | ( | ) | ( | ) | ||||
| Hong Kong | ( | ) | ||||||
| Malaysia | ( | ) | ( | ) | ||||
| Loss before income tax | $ | ( | ) | $ | ( | ) | ||
The provision for income taxes consisted of the following:
| For the year ended December 31, 2022 | For the year ended December 31, 2021 | |||||||
| Current: | ||||||||
| - Local | $ | $ | ||||||
| - Foreign | ||||||||
| Deferred: | ||||||||
| - Local | ||||||||
| - Foreign | ||||||||
| Income tax expense | $ | $ | ||||||
The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: United States, 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, 2022,
the operations in the United States of America incurred $
Labuan
Under
the current laws of the Labuan, SEATech Ventures Corp. is governed under the Labuan Business Activity Act, 1990. The tax charge for such
company is based on
Hong Kong
SEATech
Ventures Corp. is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of
Malaysia
SEATech
CVC Sdn. Bhd. and SEATech Ventures Sdn. Bhd. are subject to Malaysia Corporate Tax, which is charged at the statutory income tax rate
range from
| F-14 |
SEATECH VENTURES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
12. COMMITMENTS AND CONTINGENCIES
As
of December 31, 2022 and 2021, the Company has
13. RELATED PARTY TRANSACTIONS
For the years ended December 31, 2022 and 2021 the Company has following transactions with related parties:
For the year ended (Audited) | For the year ended (Audited) | |||||||
| Company Secretary Fees: | ||||||||
| - Related party A | $ | $ | ||||||
| Professional Fees: | ||||||||
| - Related party A | $ | $ | ||||||
| Sales | ||||||||
| - Related party A | $ | $ | ||||||
| - Related party B | ||||||||
| - Related party C | ||||||||
| - Related party D | ||||||||
| - Related party E | ||||||||
| Cost of Sales | ||||||||
| - Related party A | $ | $ | ||||||
| Total | $ | $ | ||||||
The
related party A, through its wholly owned subsidiaries is a
Related
party B represents company where the Company owns
Related
party C represents company where the Company owns
Related
party D represents company where the Company owns
Related
party E represents one of the corporate shareholders, owns
14. CONCENTRATIONS OF RISKS
(a) Major customers
For the years ended December 31, 2022 and 2021, 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:
| For the year ended December 31 | ||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Revenues | Percentage of Revenues | Accounts Receivable, Trade | ||||||||||||||||||||||
| Customer A | $ | $ | % | % | $ | $ | ||||||||||||||||||
| Customer B | $ | $ | % | % | $ | $ | ||||||||||||||||||
| Customer C | $ | $ | % | % | $ | $ | ||||||||||||||||||
| Customer D | $ | $ | % | % | $ | |||||||||||||||||||
| $ | $ | % | % | $ | $ | |||||||||||||||||||
(b) Major vendors
For the years ended December 31, 2022 and 2021, 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 | ||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Purchases | Percentage of Purchases | Account Payable, Trade | ||||||||||||||||||||||
| Vendor A | $ | $ | % | % | $ | $ | ||||||||||||||||||
| $ | $ | % | % | $ | $ | |||||||||||||||||||
(c) Credit risk
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.
15. SEGMENT INFORMATION
ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.
| F-15 |
The Company had no inter-segment sales for the years presented. Summarized financial information concerning the Company’s reportable segments is shown as below:
By Geography:
| For the year ended December 31, 2022 | ||||||||||||||||
| United States | Malaysia | Hong Kong | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ||||||||||
| Net (loss) / income | ( | ) | ( | ) | ( | ) | ||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| For the year ended December 31, 2021 | ||||||||||||||||
| United States | Malaysia | Hong Kong | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
*Revenues and costs are attributed to countries based on the location of customers.
16. SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all subsequent events through the filing date of this Form 10-K with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of December 31, 2022, 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.
| F-16 |