APGH 10-Q
AleeanPeace Group Holdings Ltd (APGH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
The Quarterly Period Ended
or
For the transition period from _______________ to _______________
Commission
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(Exact name of registrant issuer as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
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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 – OTCID |
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 ☐
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 May 13, 2026 | |
| 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 MARCH 31, 2026 AND DECEMBER 31, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
As of March 31, 2026 (Unaudited) | As of December 31, 2025 (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 | ||||||||
| Total current liabilities | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred shares, $ par value; shares authorized; issued and outstanding | $ | $ | ||||||
| Common stock, $ par value, shares authorized, shares issued and outstanding as of March 31, 2026 and December 31, 2025 respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | $ | ( | ) | $ | ( | ) | ||
| TOTAL STOCKHOLDERS’ DEFICIT | $ | ( | ) | $ | ( | ) | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
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 ENDED MARCH 31, 2026 and 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
For the period ended | For the period ended | |||||||
| March 31, 2026 | March 31, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| REVENUE | $ | |||||||
| COST OF REVENUE | ||||||||
| GROSS PROFIT | ||||||||
| OTHER INCOME | ||||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | ( | ) | ( | ) | ||||
| OTHER OPERATING EXPENSES | ( | ) | ( | ) | ||||
| PROFIT BEFORE INCOME TAX | $ | $ | ||||||
| INCOME TAXES PROVISION | ||||||||
| NET PROFIT | ||||||||
| OTHER COMPREHENSIVE LOSS | ||||||||
| Foreign exchange translation loss | ( | ) | ||||||
| COMPREHENSIVE PROFIT | $ | $ | ||||||
| Net profit 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 THREE MONTHS ENDED MARCH 31, 2026 and 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
Three Months Ended March 31, 2026 (Unaudited)
| COMMON SHARES | ADDITIONAL | ACCUMULATED OTHER | ||||||||||||||||||||||
Number of Shares | Amount | PAID-IN CAPITAL | COMPREHENSIVE LOSS | ACCUMULATED DEFICIT | TOTAL EQUITY | |||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net profit for the period | - | $ | ||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||
Three Months Ended March 31, 2025 (Unaudited)
| COMMON SHARES | ADDITIONAL | ACCUMULATED OTHER | ||||||||||||||||||||||
Number of Shares | Amount | PAID-IN CAPITAL | COMPREHENSIVE LOSS | ACCUMULATED DEFICIT | TOTAL EQUITY | |||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Foreign exchange translation gain | - | ( | ) | ( | ) | |||||||||||||||||||
| Issuance of Shares | ||||||||||||||||||||||||
| Net profit for the period | - | $ | ||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-4 |
SEATECH VENTURES CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
Three months ended March 31, 2026 (Unaudited) | Three months ended March 31, 2025 (Unaudited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net profit | $ | $ | ||||||
| Adjustments to reconcile net profit to net cash used in operating activities: | ||||||||
| Written off on the amount due to other payable | ( | ) | ||||||
| Gain on investment | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Deposits paid, prepayment and other receivables | ||||||||
| Other payables and accrued liabilities | ( | ) | ||||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITY: | ||||||||
| Investment in other companies | ||||||||
| Net cash generated from investing activity | $ | $ | ||||||
| CASH FLOWS FROM FINANCING ACTIVITY: | ||||||||
| 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 THREE MONTHS ENDED MARCH 31, 2026
(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 04, 2021, SEATech Ventures (HK) Limited subscribed
On
January 03, 2022, SEATech Ventures (HK) Limited acquired share, representing
On
October 13, 2023, the Company issued shares of its restricted common stock at $per share to the shareholders of Just
Supply Chain Limited (“JSCL”), for acquisition of one hundred percent (
On
October 28, 2025, SEATech Ventures (HK) Limited completed the sale of its
Details of the Company’s subsidiaries:
| Company name | Place and date of incorporation | Particulars of issued capital | Principal activities | Proportional of ownership interest and voting power held | ||||||||
| 1. | % | |||||||||||
| 2. | % | |||||||||||
| F-6 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(Currency expressed in United States Dollars (“US$”), 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 three months ended March 31, 2026 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.
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 March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The Condensed Consolidated Balance Sheet information as of December 31, 2025 was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2026. 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 ICT and technology-based companies.
We have not generated any revenue to date.
Cost of revenue
Cost of revenue includes the cost of services and product in providing business mentoring, nurturing, incubating and corporate development advisory services.
We have not incurred any cost of revenue to date.
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.
| F-7 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(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 period ended March 31, 2026 the Company suffered an accumulated deficit of $
The Company is currently in an early stage of development and has not yet generated sufficient revenues to support its operations. The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations and/or obtain additional financing to meet its obligations and sustain its operations.
Management has evaluated the significance of these conditions in relation to the Company’s ability to meet its obligations as they become due within one year after the date that the financial statements are issued. To address these conditions, Management is actively pursuing several strategic initiatives to improve our liquidity and capital position, especially after transition period of management. These plans include but not limited to seeking additional private placements of equity, implementing cost-reduction measures in our operations, and leveraging our recent expansion into corporate advisory services and family office management in Hong Kong and Southeast Asia to generate immediate fee-based revenue. While there is no guarantee that these efforts will be successful, Management believes these actions will provide the necessary capital to sustain operations through the 2026 fiscal year.
While management believes that these plans, if successfully implemented, will provide the Company with sufficient liquidity to meet its obligations, there can be no assurance that such financing or business opportunities will be available on acceptable terms, or at all. Accordingly, substantial doubt about the Company’s ability to continue as a going concern remains.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
| F-8 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(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 former 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. Revenue and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.
Translation of amounts from RM into US$1 and HK$ into US$1 has been made at the following exchange rates for the respective periods:
As of and for the period ended March 31, 2026 |
As of and for the period ended March 31, 2025 |
|||||||
| 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$1 exchange rate | ||||||||
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
| F-9 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(Currency expressed in United States Dollars (“US$”), 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
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted. The Company is currently evaluating the effect of adopting of this ASU.
In December 2025, the FASB issued ASU 2025-11 “Interim Reporting (Topic 270): Narrow-Scope Improvements”. This ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This ASU is effective for interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect of adopting of this ASU.
In December 2025, the FASB issued ASU 2025-12 “Codification Improvements”. This ASU represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the effect of adopting of this ASU.
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 THREE MONTHS ENDED MARCH 31, 2026
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
3. COMMON STOCK
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 (
As of December 31, 2024 and 2023, the Company had received proceeds and entered into binding subscription agreements for shares and shares respectively, that were issued in April 2025. The Company had no remaining substantive performance obligations, and the investors were irrevocably committed to the transactions as of the balance sheet date, with no conditions precedent remaining. On April 18, 2025, the Company issued shares of common stock to four investors at $per share pursuant to subscription agreements. Although the shares were physically issued in April 2025, they were backdated and treated as effective as of March 31, 2025.
As of March 31, 2026 SEATech Ventures Corp. has an issued and outstanding common share of .
4. ACCOUNTS RECEIVABLE
As of March 31, 2026 (Unaudited) | As of December 31, 2025 (Audited) | |||||||
| Accounts receivable, gross | $ | $ | ||||||
| Allowance for expected credit loss | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
The movement in the allowance for expected credit loss for the period ended March 31, 2026 and year ended December 31, 2025 were as follows:
As of March 31, 2026 (Unaudited) | As of December 31, 2025 (Audited) | |||||||
| Balance at beginning of the period/year | $ | $ | ||||||
| Additions of 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 March 31, 2026, the Company recorded $
| F-11 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(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 March 31, 2026 and December 31, 2025:
| As of | As of | |||||||
March 31, 2026 (Unaudited) | December 31, 2025 (Audited) | |||||||
| Deposits paid | $ | $ | ||||||
| Prepayments | ||||||||
| Other receivables | ||||||||
| Total deposits paid, prepayment and other receivables | $ | $ | ||||||
As of December 31, 2025, the other receivable represents proceed from disposal of the subsidiaries receivable from the former Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director, Mr. Chin Chee Seong (refer Note 13).
On March 31, 2026, the Company waived the other receivable of $
7. INVESTMENT IN OTHER COMPANIES
As of March 31, 2026 (Unaudited) | As of December 31, 2025 (Audited) | |||||||
| AsiaFIN Holdings Corp. 1 | $ | $ | ||||||
| catTHIS Holdings Corp. 2 | ||||||||
| Total investment in other companies | $ | $ | ||||||
| 1 | |
| 2 |
8. ACCOUNT PAYABLE
As of March 31, 2026 (Unaudited) | As of December 31, 2025 (Audited) | |||||||
| 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 THREE MONTHS ENDED MARCH 31, 2026
(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 March 31, 2026 and December 31, 2025:
As of March 31, 2026 (Unaudited) | As of December 31, 2025 (Audited) | |||||||
| Other payables1 | $ | $ | ||||||
| Accrued audit fees | ||||||||
| Accrued professional fees | ||||||||
| Accrued expenses2 | ||||||||
| Total payables and accrued liabilities | $ | $ | ||||||
| 1 |
| 2 |
10. INCOME TAXES
For the three months ended March 31, 2026 and 2025, the local (United States) and foreign components of (loss)/profit before income taxes were comprised of the following:
Three months ended March 31, 2026 (Unaudited) | Three months ended March 31, 2025 (Unaudited) | |||||||
| Tax jurisdictions from: | ||||||||
| Local | $ | ( | ) | $ | ( | ) | ||
| Foreign, representing | ||||||||
| - Labuan | ( | ) | ||||||
| - Hong Kong | $ | $ | ( | ) | ||||
| - Malaysia | ||||||||
| Profit before income tax | $ | $ | ||||||
The provision for income taxes consisted of the following:
For the period ended March 31, 2026 (Unaudited) | For the period ended March 31, 2025 (Unaudited) | |||||||
| 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 March 31, 2026, 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
The
former subsidiaries, SEATech CVC Sdn. Bhd. and SEATech Ventures Sdn. Bhd are subject to Malaysia Corporate Tax, which is charged at the
statutory income tax rate range from
| F-13 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
| Schedule of computation of net profit per share: | For the period ended March 31, 2026 (Unaudited) | For the period ended March 31, 2025 (Unaudited) | ||||||
| Net profit attributable to common shareholders | $ | $ | ||||||
| Weighted average common shares outstanding – Basic and diluted | ||||||||
| Net profit per share – Basic and diluted# | $ | $ | ||||||
| # |
12. COMMITMENTS AND CONTINGENCIES
As
of March 31, 2026, the Company has
13. RELATED PARTY BALANCES AND TRANSACTIONS
| Accounts receivable from related parties (Refer Note 4): | As of March 31, 2026 (Unaudited) | As of December 31, 2025 (Audited) | ||||||
| Accounts receivable, net | ||||||||
| - catTHIS Holdings Corp.1 (net of allowance of $ | $ | $ | ||||||
| Total | $ | $ |
The above related party receivables are trade in nature and subject to normal trade terms.
| Other receivable from related parties (Refer Note 6): | As of March 31, 2026 (Unaudited) | As of December 31, 2025 (Audited) | ||||||
| Other receivable | $ | $ | ||||||
| $ | $ | |||||||
As of December 31, 2025, the other receivable represents proceed from disposal of the subsidiaries receivable from the former Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director, Mr. Chin Chee Seong.
On March 31, 2026, the Company waived the other receivable of $
| Account payable due to a related party (Refer Note 8): | As of March 31, 2026 (Unaudited) | As of December 31, 2025 (Audited) | ||||||
| Due to a related party: | ||||||||
| - GreenPro Financial Consulting Limited2 | $ | $ | ||||||
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): | ||||||||
| - AleeanPeace Group Holding Limited3 | ||||||||
| - Mr. Raymond Lee Siu Kuen4 | ||||||||
| - Mr. Gilbert Loke Che Chan5 | ||||||||
| - Mr. Chin Chee Seong (Former Director and Executive Officer, resigned on June 12, 2025) | ||||||||
| - Mr. Tan See Meng (Former Director, resigned on June 12, 2025) | ||||||||
| Total | $ | $ | ||||||
The above other payables to former directors and executive officers represent salary and director fees payable and advances to the Company for its operations.
The above other payables to AleeanPeace Group Holding Limited, Mr. Raymond Lee Siu Kuen and Mr. Gilbert Loke Che Chan, represent advances to the Company for its operations.
| As of | As of | |||||||
| Investment in related parties: | March 31, 2026 (Unaudited) | December 31, 2025 (Audited) | ||||||
| AsiaFIN Holdings Corp 1 | ||||||||
| catTHIS Holdings Corp.1 | ||||||||
| Total | $ | $ | ||||||
| F-14 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
For the period ended March 31, 2026 and 2025, the Company has following transactions with related parties:
For the period ended March 31, 2026 (Unaudited) | For the period ended March 31, 2025 (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 Meng (Former Director, resigned on June 12, 2025) | ||||||||
| Total | $ | $ | ||||||
| Non-executive Directors’ compensation: | ||||||||
| - Mr. Cheah Kok Hoong (Former Director, resigned on June 12, 2025 | ||||||||
| Total | $ | |||||||
| Company secretary fees: | ||||||||
| -Asia UBS Global Limited6 | $ | $ | ||||||
| Professional fees: | ||||||||
| - Asia UBS Global Limited6 | $ | $ | ||||||
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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-15 |
SEATECH VENTURES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(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:
| For the period ended March 31, 2026 | ||||||||||||||||
| United States | Malaysia | Hong Kong | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | $ | $ | $ | $ | ||||||||||||
| Net (loss)/profit | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| For the period ended March 31, 2025 | ||||||||||||||||
| United States | Malaysia | Hong Kong | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | $ | $ | $ | $ | ||||||||||||
| Net (loss)/profit | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
*Revenue and costs are attributed to countries based on the location of customers.
16. SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2026, up through the date the Company issued the unaudited condensed consolidated financial statements and determined that there are no further significant subsequent items which are required to be disclosed.
| F-16 |
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, 2025 filed with the Securities and Exchange Commission on April 16, 2026 (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.
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., a related party (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 a 2022 report by global consulting firm BCG, the asset tokenization market was projected to expand from approximately US$310 billion in 2022 to US$16.1 trillion by 2030, representing a significant long-term growth opportunity in the digital asset sector. (Source: World Economic Forum – Global Agenda Council, BCG Analysis). As a DAX listing sponsor, SEATech Ventures (HK) Limited focus on digital/physical asset-backed companies in the STO (security token offering) listing on Green-X.
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Results of Operation
For the three months ended March 31, 2026 and 2025
Revenue
The Company did not generate revenue for the three months ended March 31, 2026 and 2025.
Cost of Revenue and Gross Margin
For the three months ended March 31, 2026 and 2025, the Company did not incur any cost of revenue and did not generate gross profit for the three months ended March 31, 2026 and 2025 respectively.
General and administrative expenses
For the three months ended March 31, 2026 and 2025, we had general and administrative expenses in the amount of $2,818 and $31,674 respectively, which were primarily comprised of salary, professional fee, compliance fee, office and operation expenses. The decrease of general and administrative expenses for the three months ended March 31, 2026 was primarily attributable to the reduced personnel costs and office and operation expenses for due to resignation of directors and officers, lesser professional fees.
Net Profit
For the three months ended March 31, 2026 and 2025, the Company has generated a net profit of $1,459 and $7,417 respectively. The decrease in net profit during three months ended March 31, 2026 was due to large income recognized from the profit on sale of investment of $38,433 for the three months ended March 31, 2025 which did not occur during the three months ended March 31, 2026.
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Liquidity and Capital Resources
As of March 31, 2026 and 2025, we had cash and cash equivalents of $460 and $5,702 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 three months ended March 31, 2026 and 2025, net cash used in operating activities were $5 and $45,825 respectively. The decrease was mainly due to the reduced costs and office and operation expenses for the three months ended March 31, 2026.
Cash Generated From Investing Activity
For the three months ended March 31, 2026 and 2025, the net cash generated from investing activity were $0 and $39,282. 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 for the three months ended March 31, 2025.
Cash Generated From Financing Activity
For the three months ended March 31, 2026 and 2025, net cash generated from financing activity were $0 and $0.
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 March 31, 2026.
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.
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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 March 31, 2026. 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 March 31, 2026, 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 March 31, 2026, 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 2026.
Changes in Internal Control over Financial Reporting:
There were no changes in our internal control over financial reporting during the quarter ended March 31, 2026, 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 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: May 13, 2026 | By: | /s/ LEE MARCUS SHERRAY |
| Title: | Chief Executive Officer, President, Director | |
| Date: May 13, 2026 | By: | /s/ LOKE SEBASTIAN MUN FOO |
| Title: | Chief Financial Officer, Treasurer, Secretary |
| 9 |