AleeanPeace Group Holdings Ltd 10-Q for FY2025 Q3
AleeanPeace Group Holdings Ltd (APGH)
About this 10-Q
AleeanPeace Group Holdings Ltd filed this 10-Q on November 14, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $16.54K
- compared with a net loss of $25.26K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
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
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 |
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 ☐
No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has fled all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ☐
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 November 14, 2025 | |
| Common Stock, $ 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, 2025 AND DECEMBER 31, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
As of September 30, 2025 (Unaudited) | As of December 31, 2024 (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Accounts receivable, net | $ | $ | ||||||
| Deposits paid, prepayment and other receivables | ||||||||
| Cash and cash equivalents | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Investment in other companies | $ | $ | ||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Account payable | $ | $ | ||||||
| Other payables and accrued liabilities | ||||||||
| Share subscription received in advance | ||||||||
| Total current liabilities | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ DEFICITS | ||||||||
| Preferred shares, $ par value; shares authorized; issued and outstanding | $ | $ | ||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding as of September 30, 2025 and December 31, 2024 respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income/(loss) | ( | ) | ||||||
| Accumulated deficit | $ | ( | ) | $ | ( | ) | ||
| TOTAL STOCKHOLDERS’ DEFICITS | $ | ( | ) | $ | ( | ) | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICITS | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-2 |
SEATECH VENTURES CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
Three months ended September 30 | Nine months ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| REVENUE | $ | $ | ||||||||||||||
| COST OF REVENUE | ||||||||||||||||
| GROSS PROFIT | ||||||||||||||||
| OTHER INCOME | ||||||||||||||||
| SELLING AND DISTRIBUTION EXPENSES | ( | ) | ( | ) | ||||||||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER OPERATING EXPENSES | ( | ) | ||||||||||||||
| LOSS BEFORE INCOME TAX | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| INCOME TAXES PROVISION | ||||||||||||||||
| NET LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER COMPREHENSIVE LOSS | ||||||||||||||||
| Foreign exchange translation (loss)/gain | ( | ) | ( | ) | ( | ) | ||||||||||
| COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share- Basic and diluted | ) | ) | ) | ) | ||||||||||||
| Weighted average number of common shares outstanding - Basic and diluted | ||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-3 |
SEATECH VENTURES CORP.
CONDENSED CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
Nine Months Ended September 30, 2025 (Unaudited)
| Number of Shares | Amount | PAID-IN CAPITAL | COMPREHENSIVE (LOSS)/INCOME | ACCUMULATED DEFICIT | TOTAL EQUITY | |||||||||||||||||||
| COMMON SHARES | ADDITIONAL | ACCUMULATED OTHER | ||||||||||||||||||||||
| Number of Shares | Amount | PAID-IN CAPITAL | COMPREHENSIVE (LOSS)/INCOME | ACCUMULATED DEFICIT | TOTAL EQUITY | |||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Foreign exchange translation gain | - | $ | $ | |||||||||||||||||||||
| Issuance of Shares | $ | $ | $ | |||||||||||||||||||||
| Net loss for the period | - | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
Nine Months Ended September 30, 2024 (Unaudited)
| Number of Shares | Amount | PAID-IN CAPITAL | COMPREHENSIVE LOSS | ACCUMULATED DEFICIT | TOTAL EQUITY | |||||||||||||||||||
| COMMON SHARES | ADDITIONAL | ACCUMULATED OTHER | ||||||||||||||||||||||
| Number of Shares | Amount | PAID-IN CAPITAL | COMPREHENSIVE (LOSS)/INCOME | ACCUMULATED DEFICIT | TOTAL EQUITY | |||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Foreign exchange translation loss | - | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Foreign exchange translation gain (loss) | - | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Net loss for the period | - | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Net loss | - | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Balance as of September 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-4 |
SEATECH VENTURES CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
Nine months ended September 30, 2025 (Unaudited) | Nine months ended September 30, 2024 (Unaudited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Gain on disposal of investment | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Due to a related party | ( | ) | ||||||
| Prepayment and other receivables | ||||||||
| Other payables and accrued liabilities | ( | ) | ||||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Proceeds from disposal of investment | ||||||||
| Refund of investment in other company | ||||||||
| Net cash generated from investing activities | $ | $ | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Issuance of shares | ||||||||
| Share subscription received in advance | ( | ) | ||||||
| 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 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, 2025
(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
On October 4, 2021, SEATech Ventures (HK) Limited
subscribed
On January 3, 2022, SEATech Ventures (HK) Limited
acquired 1 share, representing
On October 13, 2023, the Company issued
shares of its restricted common stock at $ per share to the shareholders of Just Supply Chain Limited (“JSCL”), for acquisition
of one hundred percent (
Details of the Company’s subsidiaries:
SCHEDULE OF COMPANY 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. | % | ||||||||||
| 1 |
| F-6 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
(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, 2025 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.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The Condensed Consolidated Balance Sheet information as of December 31, 2024 was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2025. These financial statements should be read in conjunction with that report.
Basis of consolidation
The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated upon consolidation.
Use of estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.
Revenue recognition
In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.
Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The Company derives its revenue from provision of business mentoring, nurturing, incubating and corporate development advisory services to Information and Communication Technology (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.
| F-7 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
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 expected credit losses. Management reviews the adequacy of the allowance for expected credit losses on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history and the current economic conditions to make an adjustment to the allowance when it is considered necessary. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Cash and cash equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
Income taxes
Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
Going concern
The accompanying financial statements have been
prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the
normal course of business. As reflected in the accompanying financial statements, for the period ended September 30, 2025 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 current management cum shareholder. Management believes the existing shareholder 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-8 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
The Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income/(loss) per share is computed by dividing the net income/(loss) by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income/(loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
Foreign currencies translation
The reporting currency of the Company and its subsidiaries in Labuan and Hong Kong, are United States Dollars (“US$”), while its subsidiaries in Malaysia, maintains the books and record in Ringgit Malaysia (“MYR”), being the primary currency of the economic environment in which these entities operate.
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.
In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.
Translation of amounts from RM into US$1 and HK$ into US$1 has been made at the following exchange rates for the respective periods:
SCHEDULE OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATE
As of and for the period ended September 30, 2025 | As of and for the period ended September 30, 2024 | |||||||
| 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$1 exchange rate | ||||||||
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
| F-9 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
(Currency expressed in United States Dollars (“US$”), 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
The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in the ASU provide (1) all entities with a practical expedient and (2) entities other than public business entities (PBEs) with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The ASU is effective for fiscal years and interim periods beginning after December 15, 2025. Early adoption is permitted, and the guidance is to be applied prospectively. The Company is currently evaluating the impact of ASU 2025-05 and does not expect the adoption to have a material impact on its consolidated financial statements. The Company expects to apply the practical expedient for qualifying current receivables and contract assets upon adoption.
The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.
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 Mr. Chin Chee Seong and Mr. 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 $.
| F-10 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
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.
On October 13, 2023, the Company issued
shares of its restricted common stock at $ per share to 8 shareholders of Just Supply Chain Limited (“JSCL”), for acquisition
of one hundred percent (
On April 18, 2025, the Company issued shares of common stock to four investors at $ per share pursuant to a subscription agreement. Although the shares were physically issued in April 2025, they were backdated and treated as effective as of March 31, 2025. As such, these shares have been included in the issued and outstanding total as of June 30, 2025.
As of September 30, 2025, SEATech Ventures Corp. has an issued and outstanding common share of .
4. ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE
As of September 30, 2025 (Unaudited) | As of December 31, 2024 | |||||||
| Accounts receivable, gross | $ | $ | ||||||
| Allowance for expected credit loss | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
The movement in the allowance for expected credit loss for the period ended September 30, 2025 and year ended December 31, 2024 were as follows:
SCHEDULE OF ALLOWANCE FOR EXPECTED CREDIT LOSS
As of September 30, 2025 (Unaudited) | As of December 31, 2024 | |||||||
| Balance at beginning of the period/year | $ | $ | ||||||
| Changes in allowance | ( | ) | ||||||
| Balance at end of the period/year | $ | $ | ||||||
The accounts receivable represents receivable amount from companies where the Company owns equity interest, which are trade in nature and subject to normal trade term.
5. CASH AND CASH EQUIVALENTS
As of September 30, 2025, the Company recorded
$
| F-11 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
6. DEPOSITS PAID, PREPAYMENT AND OTHER RECEIVABLES
Deposits paid, prepayment and other receivables consisted of the following as of September 30, 2025 and December 31, 2024:
SCHEDULE OF DEPOSITS PAID, PREPAYMENTS AND OTHER RECEIVABLES
| As of | As of | |||||||
September 30, 2025 (Unaudited) | December 31, 2024 (Audited) | |||||||
| Deposits paid | ||||||||
| Prepayment | ||||||||
| Other receivables | ||||||||
| Total deposits paid, prepayment and other receivables | $ | $ | ||||||
7. INVESTMENT IN OTHER COMPANIES
SCHEDULE OF INVESTMENTS
As of September 30, 2025 (Unaudited) | As of December 31, 2024 (Audited) | |||||||
| AsiaFIN Holdings Corp. 1 | $ | $ | ||||||
| JOCOM Holdings Corp. 2 | ||||||||
| catTHIS Holdings Corp. 3 | ||||||||
| Total investment in other companies | $ | $ | ||||||
| 1 | |
| 2 | |
| 3 |
8. ACCOUNT PAYABLE
SCHEDULE OF ACCOUNT PAYABLE
As of September 30, 2025 | As of December 31, 2024 | |||||||
| 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.
| F-12 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
9. OTHER PAYABLES AND ACCRUED LIABILITIES
Other payables and accrued liabilities consisted of the following as of September 30, 2025 and December 31, 2024:
SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES
As
of (Unaudited) | As
of | |||||||
| Accrued audit fees | $ | $ | ||||||
| Accrued professional fees1 | ||||||||
| Accrued expenses2 | ||||||||
| Amount due to a related party | ||||||||
| Other payables | ||||||||
| Total payables and accrued liabilities | $ | $ | ||||||
| 1 |
| 2 |
10. INCOME TAXES
For the nine months ended September 30, 2025 and 2024, the local (United States) and foreign components of loss before income taxes were comprised of the following:
SCHEDULE OF LOSS BEFORE INCOME TAXES
Nine months September 30, 2025 (Unaudited) | Nine months September 30, 2024 (Unaudited) | |||||||
| Tax jurisdictions from: | ||||||||
| Local | $ | ( | ) | $ | ( | ) | ||
| Foreign, representing | ||||||||
| - Labuan | ( | ) | ||||||
| - Hong Kong | $ | ( | ) | $ | ( | ) | ||
| - Malaysia | ( | ) | ( | ) | ||||
| Loss before income tax | $ | ( | ) | $ | ( | ) | ||
The provision for income taxes consisted of the following:
SCHEDULE OF PROVISION FOR INCOME TAXES
For
the period September 30, 2025 (Unaudited) | For
the period September 30, 2024 (Unaudited) | |||||||
| Current: | ||||||||
| - Local | ||||||||
| - Foreign | ||||||||
| Deferred: | ||||||||
| - Local | ||||||||
| - Foreign | ||||||||
| Income tax expense | $ | $ | ||||||
| F-13 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
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, 2025, 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 (HK) Limited 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
SCHEDULE OF COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE
| Schedule of computation of net loss per share: | For the period ended September 30, 2025 (Unaudited) | For the period ended September 30, 2024 (Unaudited) | ||||||
| Net loss attributable to common shareholders | $ | ( | ) | $ | ( | ) | ||
| Weighted average common shares outstanding – Basic and diluted | ||||||||
| Net loss per share – Basic and diluted# | $ | ) | $ | ) | ||||
| # |
12. COMMITMENTS AND CONTINGENCIES
As of September 30, 2025, the Company has
| F-14 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
13. RELATED PARTY BALANCES AND TRANSACTIONS
SCHEDULE OF RELATED PARTY BALANCES AND TRANSACTIONS
| Accounts receivable from related parties (Refer Note 4): | As of September 30, 2025 (Unaudited) | As of December 31, 2024 (Audited) | ||||||
| Accounts receivable, gross | ||||||||
| - catTHIS Holdings Corp.1 | $ | $ | ||||||
| Allowance for expected credit loss | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
| Accounts receivable from related parties | $ | $ | ||||||
The above related party receivables are trade in nature and subject to normal trade terms.
| Due to a related party (Refer Note 8): | As of September 30, 2025 (Unaudited) | As of December
31, 2024 | ||||||
| Due to a related party: | ||||||||
| - GreenPro Financial Consulting Limited3 | $ | $ | ||||||
| Due to a related party | $ | $ | ||||||
The above due to a related party is trade in nature and subject to normal trade terms.
| Other payables due to related parties (Refer Note 9): | ||||||||
| - Mr. Chin Chee Seong (Former Director and Executive Officer) | ||||||||
| - Mr. Tan See Meng3 (Former Director) | ||||||||
| - Mr. Cheah Kok Hoong (Former Director) | ||||||||
| - Mr. Prabodh Kumar A/L Kantilal H. Sheth4 (Former Executive Officer) | ||||||||
| - Asia UBS Global Limited4 | ||||||||
| Total | $ | $ | ||||||
| Other payables due to related parties | $ | $ | ||||||
The above other payables to directors and executive officers represent salary and director fees payable.
The above other payable to Asia UBS Global Limited represent payables due for professional fees.
| As of | As of | |||||||
| Investment in related parties: | September 30, 2025 (Unaudited) | December 31, 2024 (Audited) | ||||||
| AsiaFIN Holdings Corp 1 | ||||||||
| JOCOM Holdings Corp.1 | ||||||||
| catTHIS Holdings Corp.1 | ||||||||
| Total | $ | $ | ||||||
| Investments in related parties | $ | $ | ||||||
| F-15 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
For the period ended September 30, 2025 and 2024, the Company has following transactions with related parties:
For the period ended (Unaudited) | For the period ended (Unaudited) | |||||||
| Included in General and administrative are the following expenses to related parties: | ||||||||
| Executives’ compensation: | ||||||||
| - Mr. Chin Chee Seong (Former Director and Executive Officer, resigned on June 12, 2025) | $ | $ | ||||||
| - Mr. Tan See Meng3 (Former Director, resigned on June 12, 2025) | ||||||||
| - Mr. Prabodh Kumar A/L Kantilal H. Sheth4 (Former Executive Officer, resigned on May 8, 2024) | ||||||||
| Total | $ | $ | ||||||
| Executives compensation | $ | $ | ||||||
| Non-executive Directors’ compensation: | ||||||||
| - Mr. Cheah Kok Hoong5 (Former Non-executive Director, resigned on June 12, 2025) | ||||||||
| Total | $ | |||||||
| Non-executive Directors’ compensation | $ | |||||||
| Company secretary fees: | ||||||||
| -Asia UBS Global Limited2 | $ | $ | ||||||
| Company secretary fees | $ | $ | ||||||
| Professional fees: | ||||||||
| - Asia UBS Global Limited2 | $ | $ | ||||||
| Professional fees | $ | $ | ||||||
| 1 |
| 2 |
| 3 |
| 4 |
| 5 |
14. CONCENTRATIONS OF RISKS
(a) Credit risk
Financial instruments that are potentially subject to credit risk consists principally of accounts receivable. The Company believes the concentration of credit risk in its accounts receivable is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.
| F-16 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
15. SEGMENT INFORMATION
ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.
The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below:
By Geography:
| United States | Malaysia | Hong Kong | Total | |||||||||||||
| For the period ended September 30, 2025 | ||||||||||||||||
| United States | Malaysia | Hong Kong | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | $ | $ | $ | $ | ||||||||||||
| Net (loss)/profit | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| United States | Malaysia | Hong Kong | Total | |||||||||||||
| For the period ended September 30, 2024 | ||||||||||||||||
| United States | Malaysia | Hong Kong | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net (loss)/profit | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
*Revenue and costs are attributed to countries based on the location of customers.
16. SUBSEQUENT EVENTS
On October 28, 2025, the Company completed the
sale of its
The Disposed Subsidiaries has no operations and
represented
| F-17 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on April 15, 2025 (the “Form 10-K”) and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.
The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guaranteed of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form 10K in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report.
Company Overview
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. (F.K.A. SEATech Bigorange CVC Sdn. Bhd.) and 100% of SEATech Ventures Sdn. Bhd., which are incorporated in Malaysia, as part of the business development initiative.
At present, our physical office is in B-23A-02, G-Vestor Tower, Pavilion Embassy, 200, Jalan Ampang, 50450 Kuala Lumpur, Malaysia.
SEATech Ventures Corp. group of companies business activities is that 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, 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.
As part of Company development, on June 12, 2025, Mr. Chin Chee Seong, Mr. Tan See Meng, and Mr. Cheah Kok Hoong tendered resignation from all their positions in the Company to the Board, and on the same date the Board appointed new management namely Mr. Lee Marcus Sherray as Chief Executive Officer, President, Director and Chairperson of the Board of Directors and Mr. Loke Sebastian Mun Foo as Chief Financial Officer, Treasurer, Director and Secretary. The changes have been reflected in Form 8-K filed on June 12, 2025.
| 3 |
Results of Operation
For the three months and nine months ended September 30, 2025 and 2024
Revenue
The Company has not generated any revenue for the three months and nine months ended September 30, 2025 and 2024. The Company intended to generate income from provision of business mentoring, nurturing and incubation services relating to client businesses and corporate development advisory services. The lack of change in revenue is because the Company did not perform any business activities during the three months and nine months ended September 30, 2025.
Cost of Revenue and Gross Margin
For the three months and nine months ended September 30, 2025 and 2024, the Company did not incur any cost of revenue in providing corporate development advisory services, resulting in cost of revenue of $0 in both periods. The Company generated gross profit of $0 and $0 for the three months and nine months ended September 30, 2025 and 2024 respectively.
Selling and marketing expenses
For the three months and nine months ended September 30, 2025, we had selling and distribution expenses in the amount of $0 and $0 respectively, while for the three months and nine months ended September 30, 2024, we had selling and distribution expenses in the amount of $21 and $65 respectively, which were primarily comprised of marketing expenses and expenses incurred for selling of services. The decrease of selling and marketing expenses is associated with lesser marketing expenses incurred for the three months and nine months ended September 30, 2025.
General and administrative expenses
For the three months and nine months ended September 30, 2025, we had general and administrative expenses in the amount of $18,806 and $66,986 respectively, while for the three months and nine months ended September 30, 2024, we had general and administrative expenses in the amount of $27,202 and $103,008 respectively, which were primarily comprised of salary, professional fee, compliance fee, office and operation expenses. The decrease in general and administrative expenses was primarily attributable to the resignation of the key management personnel which resulted in reduction in staff costs for the three months and nine months ended September 30, 2025.
Net Profit & Loss
For the three months and nine months ended September 30, 2025, the Company has incurred a net loss of $16,541 and $30,732 respectively. For the three months and nine months ended September 30, 2024, the Company has incurred a net loss of $25,258 and $101,108 respectively. The difference in net losses between the two periods was attributed to a significant increase in net profit during the three months ended March 31, 2025 due to large income recognized from the gain on disposal of investment of $38,433. The losses are mainly derived from the general and administrative expenses.
| 4 |
Liquidity and Capital Resources
As of September 30, 2025 and 2024, we had cash and cash equivalents of $4,757 and $22,108 respectively. We expect increased levels of operating activities going forward will result in more significant cash flows.
We depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations.
Cash Used In Operating Activities
For the nine months ended September 30, 2025 and 2024, net cash used in operating activities were $47,253 and $27,260 respectively. The cash used was caused mainly due to no revenue being earned in the nine months ended September 30, 2025, while expenses were incurred and accruals were settled in the nine months ended September 30, 2025.
Cash Generated From Investing Activities
For the nine months ended September 30, 2025 and 2024, the net cash generated from investing activities were $39,283 and $650 respectively. The investing cash flow performance primarily reflects the proceeds from the disposal of 8,500,000 shares of JOCOM Holdings Corp. to an unrelated third party.
Cash Generated From Financing Activities
For the nine months ended September 30, 2025 and 2024, net cash generated from financing activities were $0 and $22,500. The financing cash flow performance primarily reflects the share subscription received in advance
Credit Facilities
We do not have any credit facilities or other access to bank credit.
Off-balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of September 30, 2025.
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| 5 |
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, 2025. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer. Based upon that evaluation, our Chief Executive Officer concluded that, as of September 30, 2025, 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, 2025, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.
Management’s Remediation Initiatives
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
1. We plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function. The accounting personnel is responsible for reviewing the financing activities, facilitate the approval of the financing, record the information regarding the financing, and submit SEC filing related documents to our legal counsel in order to comply with the filing requirements of SEC.
2. We intend to add staff members to our management team for making sure that information required to be disclosed in our reports filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and will the staff members will have segregated responsibilities with regard to these responsibilities.
We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2025.
Changes in Internal Control over Financial Reporting:
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 6 |
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information.
None
| 7 |
ITEM 6. Exhibits
| Exhibit No. | Description | |
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* | |
| 31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer* | |
| 32.1 | Section 1350 Certification of principal executive officer * | |
| 32.2 | Section 1350 Certification of principal financial officer * | |
| 101.INS | Inline XBRL Instance Document* | |
| 101.SCH | Inline XBRL Schema Document* | |
| 101.CAL | Inline XBRL Calculation Linkbase Document* | |
| 101.DEF | Inline XBRL Definition Linkbase Document* | |
| 101.LAB | Inline XBRL Label Linkbase Document* | |
| 101.PRE | Inline XBRL Presentation Linkbase Document* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
| 8 |
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 14, 2025 | ||
| By: | /s/ LEE MARCUS SHERRAY | |
| Title: | Chief Executive Officer, President, Director | |
| Date: November 14, 2025 | By: | /s/ LOKE SEBASTIAN MUN FOO |
| Title: | Chief Financial Officer, Treasurer, Director |
| 9 |
EXHIBIT 31.1
CERTIFICATION
I, LEE MARCUS SHERRAY, certify that:
1. I have reviewed this quarterly report on Form 10-Q of SEATech Ventures Corp. (the “Company”) for the quarter ended September 30, 2025;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 14, 2025 | By: | /s/ LEE MARCUS SHERRAY |
| LEE MARCUS SHERRAY | ||
| Chief Executive Officer, President, Director |
EXHIBIT 31.2
CERTIFICATION
I, LOKE SEBASTIAN MUN FOO, certify that:
1. I have reviewed this quarterly report on Form 10-Q of SEATech Ventures Corp. (the “Company”) for the quarter ended September 30, 2025;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 14, 2025 | By: | /s/ LOKE SEBASTIAN MUN FOO |
| LOKE SEBASTIAN MUN FOO | ||
| Chief Financial Officer, Treasurer, Director |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of SEATech Ventures Corp. (the “Company”) on Form 10-Q for the quarter ended September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| Date: November 14, 2025 | By: | /s/ LEE MARCUS SHERRAY |
| LEE MARCUS SHERRAY | ||
| Chief Executive Officer, President, Director |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of SEATech Ventures Corp. (the “Company”) on Form 10-Q for the quarter ended September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| Date: November 14, 2025 | By: | /s/ LOKE SEBASTIAN MUN FOO |
| LOKE SEBASTIAN MUN FOO | ||
| Chief Financial Officer, Treasurer, Director |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.