APGH 10-Q
AleeanPeace Group Holdings Ltd (APGH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
OF THE SECURITIES EXCHANGE ACT OF 1934
For
The Quarterly Period Ended
or
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission
File Number
(Exact name of registrant issuer as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s
phone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).
YES ☐ ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large
Accelerated Filer ☐ Accelerated Filer ☐
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of Exchange registered | ||
| The OTC Market- Pink Sheets |
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has fled all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes
☐
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at September 30, 2021 | |
| Common Stock, $.0001 par value |
TABLE OF CONTENTS
| 2 |
PART I FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
SEATECH VENTURES CORP.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
SEATECH VENTURES CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2021, AND DECEMBER 31, 2020
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| As of | As of | |||||||
September
30, | December
31, | |||||||
| Unaudited | Audited | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Deposits paid, prepayments and other receivables | ||||||||
| Amount due from related party | - | |||||||
| Total Current Assets | $ | $ | ||||||
| NON-CURRENT ASSETS | ||||||||
| Investment in other companies | $ | $ | ||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Amount due to director | $ | - | $ | |||||
| Accounts payable | ||||||||
| Accrued expenses and other payable | ||||||||
| Total Current Liabilities | $ | $ | ||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock, $ par value; shares authorized; issued and outstanding | $ | $ | ||||||
| Common Shares, par value $; shares authorized, shares issued and outstanding as of September 30, 2021 and December 31, 2020 | ||||||||
| Additional paid in capital | ||||||||
| Accumulated other comprehensive profit/(loss) | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ EQUITY | $ | $ | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
| F-2 |
SEATECH VENTURES CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSSES
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 and 2020
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
Three months ended September 30 | Nine months ended September 30 | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| REVENUE | ||||||||||||||||
| COST OF REVENUE | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| GROSS PROFIT | ||||||||||||||||
| OTHER INCOME | ( | ) | ||||||||||||||
| SELLING AND DISTRIBUTION EXPENSES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| GENERAL AND ADMINSTRATIVE EXPENSES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| PROFIT /(LOSS) BEFORE INCOME TAX | ( | ) | ( | ) | ( | ) | ||||||||||
| INCOME TAX PROVISION | - | - | ||||||||||||||
| NET GAIN / (LOSS) | ( | ) | ( | ) | ( | ) | ||||||||||
| TOTAL COMPREHENSIVE GAIN / (LOSS) | ( | ) | ( | ) | ( | ) | ||||||||||
| NET INCOME/(LOSS) PER SHARE – BASIC AND DILUTED | - | - | - | - | ||||||||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED | ||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
| F-3 |
SEATECH VENTURES CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 and 2020
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
| Nine months Ended September 30, 2021 (Unaudited) | ||||||||||||||||||||||||
| COMMON SHARES | ADDITIONAL | ACCUMULATED OTHER | ||||||||||||||||||||||
| Number of Shares | Amount | PAID-IN CAPITAL | COMPREHENSIVE INCOME/(LOSS) | ACCUMULATED DEFICIT | TOTAL EQUITY | |||||||||||||||||||
| Balance as of December 31, 2020 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||
| Net loss for the period | $ | - | $ | $ | $ | - | $ | ( | ) | $ | ( | ) | ||||||||||||
| Balance as of September 30,2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||
| Nine months Ended September 30, 2020 (Unaudited) | ||||||||||||||||||||||||
| COMMON SHARES | ADDITIONAL | ACCUMULATED OTHER | ||||||||||||||||||||||
| Number of Shares | Amount | PAID-IN CAPITAL | COMPREHENSIVE INCOME/(LOSS) | ACCUMULATED DEFICIT | TOTAL EQUITY | |||||||||||||||||||
| Balance as of December 31, 2019 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Shares issued in Initial Public Offering completed on May 4, 2020 at $ per share | - | - | ||||||||||||||||||||||
| Net loss for the period | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||
| Balance as of September 30,2020 | ( | ) | ( | ) | ||||||||||||||||||||
| F-4 |
SEATECH VENTURES CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 and 2020
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
Nine
months ended | Nine
months ended September 30, 2020 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Account due to a related party | ( | ) | - | |||||
| Accounts payable | - | |||||||
| Amount due to director | ( | ) | - | |||||
| Deposit, prepayments, and other receivables | - | |||||||
| Other payables and accrued liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Investment in other companies | ( | ) | - | |||||
| Net cash used in investing activities | ( | ) | $ | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Issuance of share capital at par value, being net cash generated from financing activity | $ | $ | ||||||
| Effect of exchange rate changes on cash and cash equivalents | - | - | ||||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents, beginning of period | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||||
| Income taxes paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
| F-5 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
1. DESCRIPTION OF BUSINESS AND ORGANIZATION
SEATech Ventures Corp. is organized as a Nevada limited liability company, incorporated on April 2, 2018. For purposes of consolidated financial statement presentation, SEATech Ventures Corp. and its subsidiaries are herein referred to as “the Company” or “we”.
The Company business of which planned principal operations are to provide business mentoring, nurturing and incubation services relating to client businesses and corporate development advisory services to entrepreneurs in the broader technology industry, but with a specific focus on the information and communication technology industry.
On
May 2, 2018, the Company acquired
On December 21, 2018, SEATech Ventures Corp., the Malaysia Company acquired 100% interest in SEATech Ventures (HK) Limited, a private limited company incorporated in Hong Kong.
Details of the Company’s subsidiaries:
| Company name | Place
and date of incorporation |
Particulars of issued capital | Principal activities | ||||
| 1. | |||||||
| 2. |
| F-6 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The consolidated financial statements for SEATech Ventures Corp. and its subsidiaries for the nine months ended September 30, 2021 is prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of SEATech Ventures Corp. and its wholly owned subsidiaries, SEATech Ventures Corp. and SEATech Ventures (HK) Limited. Intercompany accounts and transactions have been eliminated on consolidation. The Company has adopted December 31 as its fiscal year end.
Basis of consolidation
The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated upon consolidation.
Use of estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.
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 six months or less as of the purchase date of such investments.
| F-7 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
Income taxes
Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
Going Concern
The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the 9th
months period ended September 30, 2021, 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 shareholders. 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 stock holders, in the case of equity financing.
| F-8 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
The Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income/(loss) per share is computed by dividing the net income/(loss) by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income/(loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
Foreign currencies translation
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the Condensed Consolidated Statements of Operations and Comprehensive Income.
The reporting currency of the Company is United States Dollars (“US$”). The Company’s subsidiary in Labuan and Hong Kong maintains its books and record in United States Dollars (“US$”) and Ringgit Malaysia (“RM”) respectively. Ringgit Malaysia (“RM”) is functional currency as being the primary currency of the economic environment in which the entity operates.
In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ 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 statements of shareholders’ 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 | As
of and for the period ended September 30, 2020 | |||||||
| Period-end RM : US$1 exchange rate | ||||||||
| Period-average RM : US$1 exchange rate | ||||||||
| Period-end HK$: US$1 exchange rate | ||||||||
| Period-average HK$ : US$1 exchange rate | ||||||||
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
| F-9 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
Fair value of financial instruments:
The carrying value of the Company’s financial instruments: cash and cash equivalents, account receivables, amount due to a director, and accounts payable and approximate at their fair values because of the short-term nature of these financial instruments.
The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
Level 1: Observable inputs such as quoted prices in active markets;
Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
Recent accounting pronouncements
FASB issues various Accounting Standards Updates relating to the treatment and recording of certain accounting transactions. On June 10, 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915) Elimination of Certain Financial Reporting Requirements, including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the concept of a development stage entity (DSE) entirely from current accounting guidance. The Company has elected adoption of this standard, which eliminates the designation of DSEs and the requirement to disclose results of operations and cash flows since inception.
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
| F-10 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
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 totaled $
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 September 30, 2021 SEATech Ventures Corp. has an issued and outstanding common share of .
4. CASH AND CASH EQUIVALENTS
As
at September 30, 2021, the Company recorded $
5. AMOUNT DUE FROM RELATED PARTY
| As of | As of | |||||||
September
30, (Unaudited) | December
31, (Audited) | |||||||
| SEATECH VENTURES SDN BHD1 | $ | $ | ||||||
| Total amount due from related party | $ | $ | ||||||
| 1 |
| F-11 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
6. INVESTMENT IN OTHER COMPANIES
| As of | As of | |||||||
September
30, (Unaudited) | December
31, (Audited) | |||||||
| AsiaFIN Holding 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 | On |
| 4 |
| 5 |
7. OTHER PAYABLES AND ACCRUED LIABILITIES
Other payables and accrued liabilities consisted of the following at September 30, 2021 and December 31, 2020:
As
of (Unaudited) | As
of (Audited) | |||||||
| Accrued audit fees | $ | $ | ||||||
| Accrued professional fees | ||||||||
| Accrued expenses | ||||||||
| Total payables and accrued liabilities | $ | $ | ||||||
| F-12 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
8. AMOUNT DUE TO A DIRECTOR
As of September 30, 2021, a director of the Company advanced $0 respectively to the Company, which is unsecured, interest-free with no fixed repayment term, for working capital purpose. Imputed interest is considered insignificant.
As of September
30, (Unaudited) | As of December
31, (Audited) | |||||||
| Amount due to a director | - | |||||||
| Total amount due to a director | $ | $ | ||||||
9. INCOME TAXES
For the nine months ended September 30, 2021, the local (United States) and foreign components of income/ (loss) before income taxes were comprised of the following:
Nine
months (Unaudited) | Nine months ended
(Unaudited) | |||||||
| Tax jurisdictions from: | ||||||||
| Local | $ | ( | ) | $ | ( | ) | ||
| Foreign, representing | ||||||||
| - Labuan | ( | ) | ( | ) | ||||
| - Hong Kong | $ | $ | ( | ) | ||||
| Loss before income tax | $ | ( | ) | $ | ( | ) | ||
The provision for income taxes consisted of the following:
| For
the year ended September 30, 2021 | For
the year ended December 31, | |||||||
| Current: | ||||||||
| - Local | ||||||||
| - Foreign | ||||||||
| Deferred: | ||||||||
| - Local | ||||||||
| - Foreign | ||||||||
| Income tax expense | $ | $ |
The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: United States Labuan and Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:
United States of America
The
Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of September 30, 2021,
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
| F-13 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
10. COMMITMENTS AND CONTINGENCIES
As of September 30, 2021, the Company has no commitments or contingencies involved.
11. RELATED PARTY TRANSACTIONS
For the period ended September 30, 2021 the Company has the following transactions with related party:
For the period ended September 30, 2021 (Unaudited) | For the period ended September 30, 2020 (Unaudited) | |||||||
| Company Secretary Fees : | ||||||||
| - Related party A | $ | $ | ||||||
| Professional Fees: | ||||||||
| - Related party A | $ | $ | ||||||
| Sales | ||||||||
| - Related party A | $ | $ | ||||||
| - Related party B | ||||||||
| Cost of Sales | ||||||||
| - Related party A | $ | |||||||
| Total | ||||||||
The
related party A, through its wholly owned subsidiaries is a
12. SIGNIFICANT EVENT
During the fiscal year, the World Health Organization declared the Coronavirus (COVID-19) outbreak to be a pandemic, which has caused severe global social and economic disruptions and uncertainties, including markets where the Company operates.
The Company considers this outbreak as non-adjusting-events. The consequences brought about by Covid-19 continue to evolve and whilst the Company actively monitoring and managing its operations to respond to these changes, the Company does not consider it practicable to provide any quantitative estimate on the potential impact it may have on the Company.
13. 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 events or transactions that occurred after September 30, 2021 up through the date the Company issued the audited consolidated financial statements. During this period, there was no subsequent event that required recognition or disclosure.
| F-14 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K/A for the year ended December 31, 2020 filed with the Securities and Exchange Commission on August 27, 2021 (the “Form 10-K/A”) and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K/A. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.
The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guaranteed of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form 10-K/A in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report.
Company Overview
SEATech Ventures Corp., the US Company, operates through its wholly owned subsidiary, SEATech Ventures Corp., a Labuan Company; which operates through its wholly owned subsidiary, SEATech Ventures (HK) Limited, a Hong Kong Company; The US, Labuan act solely for holding purposes whereas all current and future operations in Hong Kong are planned to be carried out via SEATech Ventures (HK) Limited, the Hong Kong Company. The purpose of the Hong Kong Company is to function as the current regional hub, carrying out the majority of operations of the Company.
All of the previous entities share the same exact business plan with the goal of 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, at least initially, 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.
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Results of Operation
For the nine months ended September 30, 2021 and 2020
Revenues
For nine months ended September 30, 2021 and 2020, the Company has generated revenue of $358,240 and $55,381. The revenue generated was the result of corporate development advisory service rendered by the Company.
Cost of Revenue and Gross Margin
For the nine months ended September 30, 2021 and 2020, cost incurred arise in providing corporate development advisory services are $287,700 and $50,000 and the company generates a gross profit of $70,540 and $5,381 the for the nine months ended September 30, 2021 and 2020.
Selling and distribution expenses
For the nine months ended September 30, 2021 and 2020, the selling and distribution expenses are $1,878 and $14,020, which primarily comprised of marketing expenses and expenses incurred for selling of services.
General and administrative expenses
For the nine months ended September 30, 2021 and 2020, the general and administrative expenses are $116,854 and $73,843 which primarily comprised of company renewal fee, employee salary, and employee reimbursement.
Net Loss
For the nine months ended September 30, 2021 and 2020, the Company has incurred a net loss of $47,191 and $78,791. The loss is mainly due to insufficient revenue to cover the expenses.
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Liquidity and Capital Resources
As of September 30, 2021, cash and cash equivalents are $183,694. the Company has negative operating cash flows due to insufficient revenue to cover the expenses. Going forward, we expect more business activities that would generate more revenue that would increase our cash flow.
We depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations.
Cash Used in Operating Activities
For the nine months ended September 30, 2021 and 2020, net cash used in operating activities was $93,355 and $376,060 respectively, which were the result of our net loss attributable to selling and distribution expenses, and general and administration expenses.
Cash Used in Investing Activities
For the nine months ended September 30, 2021 and 2020, net cash used in investing activities was $4,250 and $0 respectively. The cash used in investing activities are related to investment in other companies.
Credit Facilities
We do not have any credit facilities or other access to bank credit.
Off-balance Sheet Arrangements
There are no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of September 30, 2021.
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any new accounting pronouncements that have been issued which might have a material impact on its financial position or results of operations.
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ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 4 CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures:
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2021. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Investment Officer. Based upon that evaluation, our Chief Executive Officer and Chief Investment Officer concluded that, as of September 30, 2021, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of September 30, 2021, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.
Changes in Internal Control over Financial Reporting:
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigations. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholders are an adverse party or has a material interest adverse to us.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information.
None
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ITEM 6. Exhibits
| Exhibit No. | Description | |
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* | |
| 31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal investment officer* | |
| 32.1 | Section 1350 Certification of principal executive officer * | |
| 32.2 | Section 1350 Certification of principal investment officer * | |
| 101.INS | XBRL Instance Document* | |
| 101.SCH | XBRL Schema Document* | |
| 101.CAL | XBRL Calculation Linkbase Document* | |
| 101.DEF | XBRL Definition Linkbase Document* | |
| 101.LAB | XBRL Label Linkbase Document* | |
| 101.PRE | XBRL Presentation Linkbase Document* |
* Filed herewith.
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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: November 12, 2021 | ||
| By: | /s/ CHIN CHEE SEONG | |
| Title: | Chief Executive Officer, President, Director, Secretary and Treasurer | |
| Date: November 12, 2021 | By: | /s/ SEAH KOK WAH |
| Title: | Chief Investment Officer, Director |
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