APGH 10-K
AleeanPeace Group Holdings Ltd (APGH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
The Fiscal Year Ended
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 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 Securities Exchange Act: None
Securities registered pursuant to Section 12(g) of the Securities Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
☐
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.
Indicate by check mark whether the registrant has submitted electronically 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 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES ☐ ☒
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth 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.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
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 |
The aggregate market value of the Company’s common stock held by non-affiliates computed by reference to the closing bid price of the Company’s common stock, as of the last business day of the registrant’s most recently completed second fiscal quarter:
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed 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.
Not Applicable
APPLICABLE ONLY TO CORPORATE REGISTRANTS
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 April 15, 2026 | |
| Common Stock, $ par value |
SEATech Ventures Corp.
FORM 10-K
For the Fiscal Year Ended December 31, 2025
Index
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:
| ● | The availability and adequacy of our cash flow to meet our requirements; | |
| ● | Economic, competitive, demographic, business and other conditions in our local and regional markets; | |
| ● | Changes or developments in laws, regulations or taxes in our industry; | |
| ● | Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities; | |
| ● | Competition in our industry; | |
| ● | The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business; | |
| ● | Changes in our business strategy, capital improvements or development plans; | |
| ● | The availability of additional capital to support capital improvements and development; and | |
| ● | Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC. |
This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Use of Defined Terms
Except as otherwise indicated by the context, references in this Report to:
| ● | The “Company,” “we,” “us,” “our,” “SEATech” and similar references refer to SEATech Ventures Corp. and its subsidiaries. | |
| ● | “Common Stock” refers to the common stock, par value $.0001, of the Company; | |
| ● | “U.S. dollar,” “$” and “US$” refer to the legal currency of the United States; | |
| ● | “Securities Act” refers to the Securities Act of 1933, as amended; and | |
| ● | “Exchange Act” refers to the Securities Exchange Act of 1934, as amended. |
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PART I
ITEM 1. BUSINESS
Corporate History
SEATech Ventures Corp., a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on April 2, 2018.
On May 2, 2018, the Company acquired 100% interest in SEATech Ventures Corp., a private limited liability company incorporated in Labuan, Malaysia.
On December 21, 2018, SEATech Ventures Corp., the Malaysia Company acquired 100% interest in SEATech Ventures (HK) Limited, a private limited company incorporated in Hong Kong.
On October 4, 2021, SEATech Ventures (HK) Limited subscribed 60% of the equity interests in SEATech Bigorange CVC Sdn. Bhd., a private limited company incorporated in Malaysia. The Malaysia Company changed its company name to SEATech CVC Sdn. Bhd. on February 22, 2022. On February 25, 2022, SEATech Ventures (HK) Limited further acquired 40% of the equity interests in SEATech CVC Sdn. Bhd., which in turn owns 100% of the equity interests in the Malaysia company.
On January 3, 2022, SEATech Ventures (HK) Limited acquired 1 share, representing 100% equity interest of SEATech Ventures Sdn. Bhd., a Malaysia company, from the former Chief Executive Officer, President, Secretary, Treasurer, Director, Mr. Chin Chee Seong, with consideration of MYR 1.
On October 28, 2025, SEATech Ventures (HK) Limited completed the sale of its 100% equity interests in SEATech Ventures Sdn. Bhd. and SEATech CVC Sdn. Bhd. to Mr. Chin Chee Seong, with total consideration of MYR 20,001 (equivalents to US$ 4,742).
The Company, through its subsidiaries, mainly provides incubation and corporate development services to the clients. Details of the Company’s subsidiaries as of December 31, 2025:
| Company name | Place
and date of incorporation |
Particulars
of issued capital |
Principal activities | Proportional
of ownership interest and voting power held |
||||||||
| 1. | SEATech Ventures Corp. | Labuan / March 12, 2018 | 100 ordinary shares of US$1 each | Investment holding | 100 | % | ||||||
| 2. | SEATech Ventures (HK) Limited | Hong Kong / January 30, 2018 | 1 ordinary share of HK$1 | Business mentoring, nurturing and incubation, and corporate development advisory services | 100 | % | ||||||
Business Overview
SEATech Group principal activity is to provide business mentoring services, nurturing and incubation services relating to client businesses and corporate development advisory services to entrepreneurs in the broader technology industry, but with a specific focus on the information and communication technology industry. We will primarily focus our efforts on nurturing the Information and Communication Technology (ICT) entrepreneurs in Asia, starting with focus in Malaysia and Hong Kong. Our advisory services mainly will center on our “ICT Start-Up Mentorship Program”, which is designed to assist tech-based entrepreneurs in solving ICT industry pain points caused by technical insufficiencies, inappropriate financial modelling and weak strategic positioning within a competitive environment. The program aims to improve the technical exposure of our clients and to improve their sustainability in the ICT industry community through a combination of mentorship programs. Currently, our clients are mainly Malaysia based ICT companies with future prospects.
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Further 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.
ICT Industry in Asia
The ICT industry in Asia continues to show significant expansion and vitality, especially in the realms of the Internet of Things (IoT) and robotics. This growth is predominantly fueled by major manufacturing sectors in countries like China. The strategic deployment of these technologies address some of Asia’s crucial challenges such as aging populations and labor shortages, as exemplified by Japan’s integration of robotics.
Smart city initiatives are becoming increasingly prominent across Asia, spurred by high mobile device penetration. This technological leap allows several Asian countries to skip traditional infrastructural phases and adopt more advanced solutions directly. Despite these advancements, the broad adoption of transformative software solutions remains a considerable challenge that could drive deeper economic impacts if resolved1.
Economically, the influence of IoT is profound, with its expansion in sectors like manufacturing and transportation helping to propel new technology revenues toward the $1 trillion mark annually. The digital transformation landscape in Asia continues to provide significant tailwinds for our potential growth. The Internet of Things (IoT) market in Asia-Pacific is projected to grow at a CAGR of 12.4% through 2030, reaching an estimated $392.76 billion. Simultaneously, emerging technologies such as Robotics and AR/VR are seeing increased institutional adoption; the regional AR/VR market is forecast to expand significantly to $52.29 billion by 2032. (Sources: 1. Asia Pacific IoT Technology Market Size, Share & Growth, 2030, Marketsandmarkets; 2. Augmented and Virtual Reality Market Size, Share & Growth, Marketsandmarkets)These trends support our pivot toward high-value advisory services and family office management, as our target high-net-worth clients increasingly seek exposure to these resilient technology sectors.
Looking to the future, the next three years are poised to see a dynamic shift as the ICT sector gears up for a new growth surge. Businesses are moving from prototyping to broader deployment of cutting-edge technologies such as augmented reality devices and AI-powered robots. This transition underscores the promising outlook for Asia’s ICT industry, positioning it as a global leader in technology adoption and innovation. This period of robust technological advancement and economic contribution paints a promising future for the ICT sector across Asia.
Sources:
IDC Corporate USA: https://www.idc.com/promo/global-ict-spending/regional-markets
GlobalData Report Store: https://www.globaldata.com/data/
| 1. | IDC Corporate USA; see the section titled “New Technologies:” |
ICT Industry – Hong Kong
Hong Kong’s role as a leading business center in the Asia region can be evidenced by its advanced telecommunications infrastructure. According to the IMD World Digital Competitiveness Ranking 2025, published by the IMD World Competitiveness Centre, Hong Kong rose to rank fourth globally, advancing three places from the previous year. Within Asia, Hong Kong continues to hold a leading position, ranking second in the region. The information and communications sector in Hong Kong remains a vital economic pillar, generating HK$104.0 billion (US$13.3 billion) of industry value-added in 2024, representing approximately 3.4% of GDP. Furthermore, Hong Kong maintains one of the world’s most advanced telecommunications infrastructures, with a household broadband penetration rate of 99.3% as of November 2025, according to the Office of the Communications Authority (OFCA).
The Hong Kong government continues to drive the development of the ICT industry through high-level strategic planning, notably the Hong Kong Innovation and Technology Development Blueprint released in December 2022. This framework establishes four broad development directions—including the enhancement of the I&T ecosystem and the promotion of ‘new industrialisation’—to transform Hong Kong into an international I&T hub. Recent initiatives also include the Transport Strategy Blueprint (2026), which leverages artificial intelligence and digitalized traffic management to enhance urban mobility.
A cornerstone of this support is the Innovation and Technology Fund (ITF). As of September 30, 2025, the ITF has approved 81,054 funding applications with a total investment of HK$ 54.8 billion. These funds support a diverse range of activities, from R&D and technology adoption to nurturing talent through the Research Talent Hub, which had supported approximately 15,500 research positions by late 2025.
Hong Kong’s ICT workforce remains robust and is supported by proactive talent cultivation. In addition to local graduates, the government has streamlined the entry of international experts through the Technology Talent Admission Scheme (TechTAS). Furthermore, the local startup ecosystem has seen rapid expansion, with nearly 4,700 startups recorded in 2024, reflecting a 40% growth since 2020 and providing a deep pool of skilled professionals for the digital economy.
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Sources:
GovHK - Innovation, Technology and Industry Factsheet (January 2026): https://www.gov.hk/en/about/abouthk/factsheets/docs/technology.pdf
Hong Kong Yearbook 2024 (Chapter 16: Innovation, Technology and Industry): https://www.yearbook.gov.hk/2024/en/pdf/E16.pdf
HK Government Press Release: Transport Strategy Blueprint (February 6, 2026): https://www.info.gov.hk/gia/general/202602/06/P2026020600696.htm
2026-27 Innovation and Technology Fund Budget: https://www.budget.gov.hk/2026/eng/pdf/itf.pdf
ICT Industry in ASEAN
The digital economy in Southeast Asia has reached a significant milestone, with its total Gross Merchandise Value (GMV) surpassing $300 billion in 2025, representing a 15% year-on-year increase. According to the e-Conomy SEA 2025 Report by Google, Temasek, and Bain & Company, the region has successfully transitioned toward sustainable monetization, with regional digital revenue projected to reach $135 billion for the 2025 fiscal year.
Growth is increasingly driven by the rapid maturation of digital financial services and a surge in infrastructure investment. In 2025, the region emerged as a global focal point for Artificial Intelligence (AI) and cloud infrastructure, supported by significant capital commitments to data centers. Notably, Malaysia has become one of the fastest-growing digital economies in the region, with its GMV reaching $39 billion in 2025 and capturing a substantial share of private AI funding.
The hardware and service segments are further bolstered by the expansion of regional payment connectivity and the integration of AI-powered solutions across e-commerce and travel. Underpinned by these structural shifts and a disciplined focus on profitability, the Southeast Asian digital economy is positioned for continued expansion, with the long-term potential to reach a $1 trillion valuation by 2030.
Sources:
Sapna Chadha , Geraldine Lopez (Nov 2025) e-Conomy SEA 2025: Primed for the next wave of AI-enabled growth: https://business.google.com/en-all/think/consumer-insights/e-conomy-sea-2024/
Bain & Company - e-Conomy SEA 2025 Report: https://www.bain.com/about/media-center/press-releases/sea/e-conomy-sea-2025/
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ICT Industry in Malaysia
The Information and Communication Technology (ICT) industry in Malaysia has entered a phase of accelerated digital transformation, with the market increasingly driven by cloud computing and artificial intelligence (AI) integration. According to industry data, the Malaysian ICT market was valued at approximately USD 27.20 billion in 2025 and is projected to expand at a Compound Annual Growth Rate (CAGR) of 7.57% through 2029. This growth is underpinned by the widespread adoption of 5G technology and the digitalization of core industrial sectors, including manufacturing and financial services.
The expansion of the digital economy is further supported by the national MyDIGITAL initiative and the Malaysia Digital (MD) status framework. These initiatives aim to transform Malaysia into a high-income, digitally-driven nation and a regional leader in the digital economy by 2030. In 2025, Malaysia significantly bolstered its position as a regional hub for data centers and AI infrastructure, attracting substantial foreign direct investment into high-tech sectors. This robust ecosystem provides a favorable environment for our business mentoring and corporate development advisory services, as local ICT enterprises seek to scale their operations within the regional digital economy.
The ICT sector in Malaysia is strategically positioned, offering significant opportunities in smart city technologies. Smart city development in the country harnesses cutting-edge technologies such as 5G, IoT, big data, cloud computing, and AI to enhance services, improve efficiency, and bolster economic productivity while prioritizing sustainability. These advancements not only reshape the ICT landscape but also position Malaysia for a prominent role in the future global economy. Overall, Malaysia’s ICT sector is rapidly evolving, driven by digitalization, government initiatives, and technological progress, making it a vital contributor to the nation’s GDP and socio-economic development.
Sources:
Tech Behemoths – How important is the ICT sector for Malaysia?: https://techbehemoths.com/blog/how-important-is-the-ict-sector-for-malaysia
Mordor Intelligence – Malaysia ICT Market Size and Share: https://www.mordorintelligence.com/industry-reports/malaysia-ict-market#:~:text=Study%20Period,Players%20sorted%20in%20no%20particular
Mordor Intelligence - Malaysia ICT Market Size & Share Analysis - Growth Trends & Forecasts (2025 - 2030): https://www.marketresearch.com/Mordor-Intelligence-LLP-v4018/Malaysia-ICT-Size-Share-Growth-40596868/
Technavio – Malaysia Data Center Market Analysis, Size, and Forecast 2026-2030: https://www.technavio.com/report/data-center-market-industry-in-malaysia-analysis#:~:text=Market%20Size%20%26%20Forecast,Market%20Summary
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Our Solutions and Services
Mentoring
We believe that tech-based entrepreneurs are the vital agents of positive and transformational change across every aspect of our society and economy. It is our intention to offer mentoring programs to our clients through which we hope to create a sense of community, wherein our members will be able to grow their companies exponentially through leveraging skillsets and potential capital provided by our organization. Through creating a sense of community, we have the potential to become one of the IT Corporate Venture Capital (CVC) Companies in the ASIA region. Our mentors, for the time being and in the foreseeable future, will comprise of the Company’s officers, whom have extensive experience in the information and computer technology industry. Additionally, our mentors possess, extensive corporate experience, corporate management skills, professional networking, and industry knowledge which are necessary to guide tech-based entrepreneurs to the path of success.
The exact details of our mentoring program will be adjusted on a case-by-case basis, but will follow a certain basic structure. Our primary focus will be to provide domain knowledge in delivering ICT-enriched learning experiences and best practices through our years of experience in the ICT and tech-based industry. We intend to provide professional industry-based advice, conduct market analysis, track performance metrics and corporate development advisory on ASIA-wide ICT aspects. The Company intends to conduct feasibility report based on the industry average using comparison of common firms performance within the ICT industry.
The feasibility reports cover seven main areas to clearly identify the pain points that entrepreneurs may encounter within the ICT market:
- Direction and Strategy
- Team and Execution
- Culture and Brand
- Creativity and Innovation
- Business Modelling
- Sustainability
- Profitability
Match-Making & Business Opportunities
The strength and ability of ASIA entrepreneurs are evolving and improving; hence our Company’s mission is to assist these entrepreneurs to grow globally. SEATech targets emerging-growth entrepreneurs and assist them to sustain their economic positions in the Asia-Pacific region, as we believe the multilateral business relationship between the countries in these regions has shown a trend of increasing strength which will continue in the future. We intend to identify emerging-growth entrepreneurs, initially, through word of mouth and existing industry contacts of our officers and directors, we may also evaluate the possibility of organizing programs or events in future and to provide a venture pitching platform for tech-based companies seeking venture capital funding. Plans regarding the organizing of events is in the growth stage, and currently we have not taken measures to finalize such plans. Once entrepreneurs are identified, we will create linkages between the ecosystem players within the information and communications technology (ICT) industry and assist in solving critical issue for the continued development of ICT sectors.
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Technology Team
It is the Company’s belief that digital products and services are transforming industries, enriching lives, and propelling progress. We strongly believe that our team with years of experience in the ICT industry will be able to reinforce the importance of digitization and incubate promising entrepreneurs in the ICT industry who can shape the country’s future. With the experience of our officers and directors in this industry, we believe that we are able to benefit our members by making recommendations pursuant to the digital economy, conducting market analysis, and tracking digital progress metrics throughout Southeast Asia.
Financial and Corporate Advisory Team
Growing strong regional entrepreneurs is not our sole aim, we also aspire to build an ICT ecosystem in the region through the tool of securitization that could assist our clients to compete on the world stage. As such, we have entered into a memorandum of understanding with the National ICT Association of Malaysia (PIKOM), and GreenPro Capital Corp (NASDAQ: GRNQ) to enter into a partnership to create greater value for the high-growth emerging companies in the ASIA region. In collaboration with Greenpro, our corporate development advisory services can be flexible arrangement, custom fitted for members and their needs. We provide advisory services to ascertain that our clients are well structured and have clearly delineated funding options available in the capital marketplace.
Corporate Program
Despite the technological advancements, many small and medium-sized enterprises (SMEs) in ASIA are still low in both technology and skillsets. With our Corporate Programs, we intend to match and enhance performance of ICT entrepreneurs based upon a spectrum of availability, innovation environment, regulatory environment, and digital literacy. It is our intention to create corporate programs through which our community clients may have an opportunity to attend seminars, workshops, promotional events that showcase industry expertise during key cross-countries Southeast Asia events. All such plans remain in development and we have yet to determine a timeline when such programs will become available.
For the year ended December 31, 2025, we did not generate revenue due to adverse economic situation. We are continuously exploring new business opportunities.
Future Plan
Marketing
The Company intends to position itself as a provider of corporate advisory and business consulting services, with a focus on supporting entrepreneurs, small and medium-sized enterprises, and emerging businesses across Asia, particularly within the information and communications technology (“ICT”) sector. Our marketing strategy is centered on building corporate visibility and credibility through targeted networking, industry engagement, and selective participation in seminars, workshops, and business events.
In addition, the Company may selectively organize or participate in small-scale corporate events where we provide advisory insights relating to business development, capital markets, and industry trends, including developments within the ICT sector.
At this stage, the Company adopts a measured approach to marketing activities, focusing on relationship-driven opportunities rather than large-scale promotional campaigns.
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Business Development and Service Offering
The Company intends to develop its advisory services across several core areas, with a particular focus on ICT-related businesses and opportunities:
| 1. | Business and Corporate Advisory – Providing strategic advice to companies on business development, operational structuring, and growth planning. | |
| 2. | Capital Markets and Fundraising Advisory – Supporting clients in evaluating capital market options, regulatory requirements, and potential fundraising strategies. | |
| 3. | ICT Sector Advisory and Opportunity Evaluation – Conducting analysis on ICT-related business models, market trends, and potential opportunities, including supporting early-stage companies through advisory and strategic guidance. | |
| 4. | Entrepreneur Mentorship and Network Access – Offering guidance to entrepreneurs through knowledge-sharing sessions and facilitating access to business networks and collaboration opportunities. | |
| 5. | Family Office and Investment Support Services – Assisting family offices and investment-oriented clients in evaluating business opportunities, including ICT-related investments, structuring transactions, and providing ongoing strategic support. |
The Company intends to develop these service areas progressively, based on available resources and market opportunities.
Expansion and Target Market
The Company’s target market includes businesses and entrepreneurs primarily within Asia, including Southeast Asia, Greater China, and selected regional markets, with particular attention to ICT-related sectors.
Rather than pursuing rapid expansion, the Company intends to adopt a disciplined and opportunistic approach to growth, focusing on building a network of experienced professionals, advisors, and strategic partners in key markets.
The Company may engage senior advisors or partners with relevant industry experience on a selective basis, particularly in ICT and investment-related fields, depending on business needs and opportunities. Expansion of physical presence and hiring will be carried out gradually and in line with operational requirements.
Strategic Direction
The Company’s strategic focus is to build a flexible, advisory-driven platform that supports business growth, investment activities, and cross-border opportunities. While the Company continues to monitor and analyze developments within the ICT sector, including potential incubation or venture-related opportunities, its current priority is to establish a stable foundation in advisory, consulting, and investment support services.
The Company may evaluate potential strategic transactions, partnerships, or acquisitions, including opportunities within the ICT sector, where such opportunities align with its long-term objectives and available resources.
Employees
As of December 31, 2025, the Company has a total 2 employees. Our Chief Executive Officer and Chief Financial Officer, have flexible working hours, up to 30 hours per week, but are prepared to devote more time if necessary.
We do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our Officers, Directors or employees.
Government Regulation
At present, we are subject to the laws and regulations of the jurisdictions in which we operate, which may include business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and supervisory requirements.
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ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 1C. CYBERSECURITY
SEATech Ventures Corp. acknowledges the crucial necessity of establishing, executing, and sustaining strong cybersecurity measures to secure our information systems. This is undertaken to uphold the confidentiality, integrity, and accessibility of our data.
We
plan to strategically incorporate cybersecurity risk management into all our comprehensive risk management framework, fostering a corporate
culture that prioritizes cybersecurity at all levels.
We
recognize the intricate and ever-changing nature of cybersecurity threats. To address this, we shall collaborate with
We
have
The
Board of Directors is fully aware of the vital importance of managing cybersecurity risks.
ITEM 2. PROPERTIES
At present, our physical office is in B-23A-02, G-Vestor Tower, Pavilion Embassy, 200, Jalan Ampang, 50450 Kuala Lumpur, Malaysia.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. There are currently no pending legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is currently quoted on the OTCID under the trading symbol “SEAV.”
We believe that there is no established public trading market for our shares and we cannot assure you that there will be any liquidity for shares of our common stock in the future and such quotation reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
For the periods indicated, the following table sets forth the high and low bid prices per share of common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
| Fiscal Year 2025 | Highest Bid | Lowest Bid | ||||||
| First Quarter | $ | 0.06 | $ | 0.03 | ||||
| Second Quarter | $ | 0.07 | $ | 0.02 | ||||
| Third Quarter | $ | 0.39 | $ | 0.01 | ||||
| Fourth Quarter | $ | 0.03 | $ | 0.02 | ||||
Holders
As of April 15, 2026, we had 92,562,343 shares of our Common Stock par value, $.0001 issued and outstanding. There were 496 beneficial owners of our Common Stock.
Transfer Agent and Registrar
The transfer agent for our capital stock is VStock Transfer, LLC, with an address at 18, Lafayette Place, Woodmere, New York 11598 and telephone number is +1 (212) 828-8436.
Penny Stock Regulations
The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).
For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.
In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors’ ability to buy and sell our stock.
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Dividend Policy
Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our board of directors out of funds legally available for such purpose. We are under no obligations or restrictions to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our board of directors currently intends to retain all earnings for use in the business for the foreseeable future.
Equity Compensation Plan Information
Currently, there is no equity compensation plan in place.
Unregistered Sales of Equity Securities
Currently, there is no unregistered sales of equity securities.
Purchases of Equity Securities by the Registrant and Affiliated Purchasers
We have not repurchased any shares of our common stock during the fiscal year ended December 31, 2025.
ITEM 6. SELECTED FINANCIAL DATA
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report.
Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.
The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.
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Overview
SEATech Ventures Corp. is a company that operates through its wholly owned subsidiary, SEATech Ventures Corp., a Company registered in Labuan, Malaysia, which in turn owns 100% of SEATech Ventures (HK) Limited, the operating Hong Kong Company which is described below. The purpose of SEATech Ventures Corp. Labuan, Malaysia is to act as a holding company.
The purpose of SEATech Ventures (HK) Limited is to become the current regional hub for business activities and to engage in operational functions. SEATech Ventures (HK) Limited owns 100% of SEATech CVC Sdn. Bhd. and SEATech Ventures Sdn. Bhd. respectively. As part of the Company development, SEATech Ventures (HK) Limited completed the sale of its 100% equity interests in SEATech Ventures Sdn. Bhd. and SEATech CVC Sdn. Bhd. to Mr. Chin Chee Seong, the former Chief Executive Officer, President, Secretary, Treasurer and Director, on October 28, 2025.
Currently, our physical office is in B-23A-02, G-Vestor Tower, Pavilion Embassy, 200, Jalan Ampang, 50450 Kuala Lumpur, Malaysia.
SEATech Group business activities are mainly providing business mentoring services, nurturing and incubation services relating to client businesses and corporate development advisory services to entrepreneurs in the broader technology industry, but with a specific focus on the information and communication technology industry. We will, focus our efforts on nurturing ICT entrepreneurs in Asia. Our advisory services will center on our “ICT Start-Up Mentorship Program”, which is designed to assist tech-based entrepreneurs in solving ICT industry pain points caused by technical insufficiencies, inappropriate financial modelling and weak strategic positioning Our advisory services aim to improve the technical exposure of our clients and to improve their sustainability in the ICT industry community through a combination of mentorship programs.
Results of Operations
Revenues for the year ended December 31, 2025 and 2024
The Company did not generate revenue for the year ended December 31, 2025 and 2024.
Cost of Revenue and Gross Margin
For the year ended December 31, 2025 and 2024, the Company did not incur cost of revenue and did not generate gross profit for the year ended December 31, 2025 and 2024.
Selling and Distribution Expenses
Selling and distribution expenses for the year ended December 31, 2025 and 2024 amounted to $0 and $65 respectively. These expenses comprised expenses on website and website maintenance, marketing and networking event. The decrease of selling and distribution expenses is associated with the Company did not incur marketing expenses for the year ended December 31, 2025.
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General and Administrative Expenses
General and administrative expenses for the year ended December 31, 2025 and 2024 amounted to $97,302 and $157,382 respectively. These expenses are comprised of salary, professional fee, compliance fee, office and operation expenses. The decrease of general and administrative expenses is associated with lesser general and administrative expenses incurred for the year ended December 31, 2025 due to resignation of directors and officers, lesser professional fees.
Other Income
The Company recorded an amount of $57,961 and $521 as other income for the year ended December 31, 2025 and 2024 respectively. For the year ended December 31, 2025, the other income was derived from the gain on disposal of other investment and gain on disposal of subsidiaries while for the year ended December 31, 2024 the other income was derived from foreign exchange gain.
Net Loss and Net Loss Margin
The net loss was $39,341 for the year ended December 31, 2025 as compared to $156,926 net loss for the year ended December 31, 2024. The decrease of net loss of $117,585 was associated with the higher other income derived in the current year and lower general and administrative expenses incurred for the year ended December 31, 2025.
Liquidity and Capital Resources
As of December 31, 2025, we had cash and cash equivalents of $465. We expect increased levels of operations going forward will result in more significant cash flow and in turn working capital.
We depend substantially on operating activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations.
The financial statements included in this Annual Report have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplate continuation of the Company as a going concern. The going-concern basis assumes that assets are realized and liabilities are extinguished in the ordinary course of business at amounts disclosed on the financial statements. The Company’s ability to continue as a going concern depends on its ability to generate profitable operations and/or obtain additional financing to meet its obligations and sustain its operations. For the year ended December 31, 2025, the Company incurred a net loss of $39,341, suffered accumulated deficit of $1,093,176 and experienced negative cash flows from operating activities of $50,073. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.
Management Plan
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.
Cash Used in Operating Activities
For the year ended December 31, 2025 and 2024, net cash used in operating activities was $50,073 and $39,982. The cash used in operating activities was mainly for payment of general and administrative expenses.
Cash Provided by Financing Activities
For the year ended December 31, 2025, net cash provided by financing activities was $0. For the year ended December 31, 2024, net cash provided by financing activities was $22,500. The financing cash flow performance primarily reflects the share subscription received in advance in the prior year.
Cash Provided by Investing Activities
For the financial year ended December 31, 2025, the net cash provided by investing activities was $39,283. For the financial year ended December 31, 2024, the net cash provided by investing activities was $650. The investing cash flow performance primarily reflects the divestment in other companies and disposal of subsidiaries.
Credit Facilities
We do not have any credit facilities or other access to bank credit.
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Critical Accounting Estimates
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.
Management has determined that the Company has no critical accounting estimates.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required by this item are located in PART IV of this Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
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ITEM 9A. CONTROLS AND PROCEDURES
Disclosures Control and Procedures
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
| ● | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; | |
| ● | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and | |
| ● | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
As of December 31, 2025, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework (ICIF-2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, internal controls and procedures over were not effective. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
Identified Material Weakness
A material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.
Management identified the following material weakness during its assessment of internal controls over financial reporting as of December 31, 2025.
We do not have adequate segregation of duties and effective risk assessment – Lack of segregation of duties and effective risk assessment may cause the Company to face the likelihood of fraud or theft, due to poor oversight, governance and review to detect errors.
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
To mitigate this weakness during the current fiscal year, the Company has engaged external outsourced accountants to assist with financial reporting and to provide an additional layer of professional oversight and review of the Company’s accounting records and internal controls.
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As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2025 based on criteria established in in COSO Internal Control - Integrated Framework (ICIF-2013).
Management’s Remediation Initiatives
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
| 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 controls over financial reporting
There was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting:
This annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered independent public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K.
ITEM 9B. OTHER INFORMATION
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our executive officers and directors and their respective ages as of the date hereof are as follows:
| NAME | AGE | POSITION | ||
| Lee Marcus Sherray1 | 27 | Chief Executive Officer, President, Director | ||
| Loke Sebastian Mun Foo2 | 33 | Chief Financial Officer, Treasurer, Secretary | ||
| Chin Chee Seong3 | 65 | Former Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, Director | ||
| Tan See Meng4 | 61 | Former Director | ||
| Cheah Kok Hoong5 | 59 | Former Independent Non-Executive Director | ||
| Prabodh Kumar A/L Kantilal H. Sheth6 | 63 |
Former Chief Financial Officer |
1On June 12, 2025, Mr. Lee Marcus Sherray was appointed as the Chief Executive Officer, President and Chairperson of the Board of Directors of the Company.
2On June 12, 2025, Mr. Loke Sebastian Mun Foo was appointed as the Chief Financial Officer, Treasurer and Secretary of the Company.
3On June 12, 2025, Mr. Chin Chee Seong resigned as the Company’s Chairperson of the Board of Directors, Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and Director.
4On June 12, 2025, Mr. Tan See Meng resigned as the Company’s Director.
5On June 12, 2025, Mr. Cheah Kok Hoong resigned as the Company’s Independent Non-Executive Director.
6Mr. Prabodh Kumar A/L Kantilal H. Sheth tendered resignation as the Chief Financial Officer on May 8, 2024.
Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.
Mr. Lee Marcus Sherray – President, Chief Executive Officer, Director
On June 12, 2025, Mr. Lee Marcus Sherray was appointed as the Chief Executive Officer, President and Chairperson of the Board of Directors of the Company.
Mr. Lee is a strategic leader with an aptitude for innovation. During his years in The Chinese University of Hong Kong, he co-founded an e-commerce and delivery platform, CookDuck, securing significant seed funding to drive its growth. Marcus holds a Bachelor’s degree in History with a minor in Communications (2021). After three years as an educational trainer in Ying Wa College, he honed sharp communication and leadership skills, now applied to client solutions. Since September 2024, Marcus has served as a Family Office and Trust Services Specialist at AleeanPeace Family Office Limited (APFO), designing trust solutions and advisory services for clients with multi-million- to billion-dollar portfolios across the Asia-Pacific region. As a Certified Family Office Planner (CFOP), he guides APFO’s efforts in wealth management, family office services, succession planning, and corporate finance, strengthening its position as a leader in global finance. Being a Certified Financial Services Professional (CFsP), Marcus also shapes financial talents at a leading Hong Kong training institute Hong Kong Financial Services Professionals Association. Marcus is a Chartered Member of the Association of Chartered Wealth Managers, Hong Kong (ChWM), together with our finance team, he will drive the business development of the Company to develop family office solutions for clients covering Hong Kong, China, and South East Asia Regions.
Mr. Loke Sebastian Mun Foo - Chief Financial Officer, Treasurer, Secretary
On June 12, 2025, Mr. Loke Sebastian Mun Foo was appointed as the Chief Financial Officer, Treasurer and Secretary of the Company.
Mr. Loke, who graduated with a Bachelors Degree in Accounting and Finance from the University of Hong Kong in 2016, was previously recruited by Credit Suisse and HSBC Private Banking Hong Kong between 2016 and 2020, working as a Management Trainee and Investment counsellor respectively, taking care of Ultra High Net Worth clients across Asia. He started his startup, Chartipedia, with 3 partners in Hong Kong and went to Finland in 2020 to develop their business, with the invitation by xEdu, a Finnish accelerator focusing on EduTech. Chartipedia focuses on providing high-end data visualization and digital marketing content creation services to corporates, including top financial institutions in the world. Sebastian returned to Hong Kong in November 2021 and joined Greenpro Capital Corp, a Nasdaq-listed company (Nasdaq: GRNQ) as a financial advisor for their corporate advisory division, assisting clients to go public on the US Capital Markets. He is a Chartered Member of the Association of Chartered Wealth Managers, Hong Kong (ChWM), and with his qualifications, experience, and capabilities, the Company is pleased to have him as our CFO, leading to the development and growth of the business, together with our CEO, in financial services with focus on multi-family care solutions for family office clients, and the Medium to Ultra High Net Worth Individual clients.
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Mr. Chin Chee Seong – Former President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, Director
Mr. Chin Chee Seong achieved a Bachelor Degree with Honours in Electrical, Electronic and Communication Engineering from National University of Malaysia (UKM) in 1985. He was the councilor and past chairman of the National ICT Association of Malaysia (PIKOM). He was appointed as the Honorary Chairman of PIKOM and is currently the Advisor of PIKOM. Additionally, Mr. Chin is also a National Vice President of SME Association of Malaysia, National President of the Malaysia Cross Boarder E-Commerce Association and Deputy Chairman of the Financial and Capital Market Committee of the Chinese Chamber of Commerce & Industry of Kuala Lumpur & Selangor (KLSCCCI).
Mr. Chin served as a technical engineer/technical manager of Seniko Sdn. Bhd. from 1985 to 1996. Seniko Sdn. Bhd. is a third-party maintenance company which provides maintenance services relating to technology, computer systems, hardware and software. From 1996 to 2000 he was the General Manager of Telekom Equipment Malaysia, a subsidiary of Telekom Malaysia Bhd. From 2000 to 2006 Mr. Chin served as Chief Executive Officer of JOC Technology, a full-service application service provider. The Company’s services include virtual domain hosting, virtual domain e-mail services, and on-line e-commerce services.
From 2007 to present, Mr. Chin has served as the Chief Executive Officer of Gonzo Rosso Malaysia, a wholly owned subsidiary of Japan listed company, Gonzo Rosso K.K., which focused on the online gaming business, specifically operates online games and sells weapons and items used in games. Additionally, from 2014 to 2016, he was a Non-Executive Director of Galasys Plc., a company that provides information technology solutions and management services for the amusement industry which including ticketing management, admission control, theatre ticket management, online e-commerce, membership management, e-commerce, and e-wallet systems. Mr. Chin also served as Independent & Non-Executive Director at M-Mode Bhd, a digital contents and media company that offers contents through the engagement of devices and media, from August 14, 2009 to June 7, 2012.
Due to Mr. Chin’s decades of experience in the ICT industry and his experience in Online Gaming Industry, the board of Directors has determined to elect Mr. Chin to the positions of Chief Executive Officer, President, Secretary, Treasurer, and Director.
On June 12, 2025, Mr. Chin resigned as the Company’s Chairperson of the Board of Directors, Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and Director.
Mr. Tan See Meng – Former Director
Mr. Tan See Meng is the Chief Financial Officer of Edubest Resources Sdn Bhd and Just Supply Chain Sdn Bhd.
Mr. Tan is a Chartered Accountant of the Malaysian Institute of Accountants (MIA), a fellow member of Association of Chartered Certified Accountants (FCCA).
Mr. Tan has more than 20 years of experience in accounting and finance field. He has hands on experience in several corporate exercises such as restructuring exercise, due diligence, merger and acquisitions. During his employment with Edubest Resources Sdn Bhd, he managed the operations in Malaysia with adoption of transfer pricing and the application of tax export incentives, resulting in impressive effective tax rates between 5% to 8% during 2011 to 2013.
On June 12, 2025, Mr. Tan resigned as the Company’s Director.
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Mr. Cheah Kok Hoong – Former Independent Non-Executive Director
Mr. Cheah Kok Hoong is a former Group Chief Executive Director of Hitachi Sunway Information System, better known as Hitachi Sunway, that thrived in providing ICT and digital solutions and services in ASEAN. Mr. Cheah’s career span over 30 years and have garnered experience across various industries including business development, mergers and acquisition, business strategy development, regional expansion, and process engineering across various verticals such as information technology, venture capital, conglomerates, manufacturing, and the service industry. Additionally, he holds various professional positions which includes the IT advisor to the Sunway Group, Director of Powerware Systems, and General Partner of Sun SEA Capital. Mr. Cheah is also the Honorary Chairman of the Malaysia Cross Border E-Commerce Association (MCBEA) since 2019, as well as a Member of the Associated Chinese Chambers of Commerce and Industry of Malaysia (ACCCIM) under the Finance and Capital Market Consultative Committee since 2018. He is currently the Executive Chairman of SteerQuest Sdn Bhd, Managing Director of SQ Digital Vision Group Sdn. Bhd. and the Chief Executive Officer of Cognitive Digital Sdn Bhd. In addition, he is also an Advisor for the Aerospace Engineering Edutech, Angkasa-X Holding.
Mr. Cheah also serves as an Industrial Advisory Board (IAB) member on both SoftwareONE and Sunway University, where he is dedicated to his role as the Sunway University Business School’s Adjunct Practice Professor. Furthermore, he is also an IAB member on various boards within Sunway University itself, including the Department of Computing and Information Systems, the School of Science and Technology, specifically the Research Centre for Nano-Materials and Energy Technology. In addition, Mr. Cheah is also an External Industry Committee Member for Master of Business Analytics in the Department of Business Analytics.
Mr. Cheah is also an instrumental force that has been driving the growth of the Malaysian ICT industry as he is had also previously served as the Chairman of PIKOM (The National Tech Association of Malaysia) between 2013 to 2015 as well as the Chairman of Human Capital Development, a Chapter within PIKOM. As of today, he is a renowned advisor to PIKOM’s various sectors and initiatives, namely Cybersecurity, Venture Investment, and the World Congress on Information Technology (WCIT). On top of that, he also serves as the Chairman of OM (formerly known as Outsourcing Malaysia) in PIKOM.
Mr. Cheah’s past achievements include his induction into the PLC Hall of Fame for his leadership and stewardship in promoting the PLC Leadership programme as part of the National ICT Certification & Standardization Grid (NICS Competence Grid), and the conferment of PIKOM’s CIO Excellence Award for his outstanding leadership in the ICT adoption in Sunway Group.
Mr. Cheah holds a Bachelor of Science in Computer Science & Physics from Campbell University, USA and Tunku Abdul Rahman University College, Malaysia, since 1990.
On June 12, 2025, Mr. Cheah resigned as the Company’s Independent Non-Executive Director.
Mr. Prabodh Kumar A/L Kantilal H. Sheth – Former Chief Financial Officer
Mr. Sheth is the current Chief Executive Officer of ICEE International Sdn. Bhd. and Chief Operations Officer of Cognitive Digital Sdn. Bhd. With a solid educational foundation in accounting, he is a Certified Public Accountant (AICPA) from the USA, and was a finance and computer auditor with Arthur Andersen. His subsequent 12 years in software development uniquely positioned him with a deep understanding of merging business processes with software solutions, as well as an appreciation for engineering technologies supporting delivery operations, and web and client-facing applications.
Mr. Prabodh Kumar A/L Kantilal H. Sheth tendered resignation as the Chief Financial Officer on May 8, 2024.
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Involvement in Certain Legal Proceedings
Our Directors and our Executive officers have not been involved in any of the following events during the past ten years:
| 1. | bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
| 2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or |
| 4. | being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
| 5. | Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
| 6. | Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| 7. | Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| 8. | Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Independence of Directors
On June 12, 2025, Mr. Cheah Kok Hoong resigned as the Company’s Independent Non-Executive Director. The Company expects to identify a director candidate to fill in the resulting vacancy. Neither of our directors is independent under the applicable standards.
Board Committees
We currently have not established any committees of the Board. Our Board may designate from among its members an executive committee and one or more other committees in the future. We do not have a nominating committee. Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. To date, other than as described above, no security holders have made any such recommendations. Our Board performs all functions that would otherwise be performed by committees. Given the present size of our board, it is not practical for us to have committees. If we are able to grow our business and increase our operations, we intend to expand the size of our board and allocate responsibilities accordingly.
Audit Committee
On June 12, 2025, Mr. Cheah Kok Hoong resigned as the Company’s Independent Non-Executive Director, who was a member of our Audit Committee. The Company expects to identify candidate to fill in the resulting vacancy. We have no separate audit committee at this time. The entire Board oversees our audits and auditing procedures. Neither of our directors is not an “audit committee financial expert” within the meaning of Item 407(d)(5) of SEC Regulation S-K.
According to the Audit Committee Charter, the Audit Committee consists of at least three Board members and such members shall constitute at least a majority of the Company’s independent non-executive directors. The Company’s website contains a copy of the Audit Committee Charter. The Audit Committee Charter describes the primary functions of the Audit Committee, including the following:
| ● | Oversee the Company’s accounting and financial reporting processes; | |
| ● | Oversee audits of the Company’s financial statements; |
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| ● | Discuss policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures; | |
| ● | Review and discuss with management the Company’s audited financial statements and review with management and the Company’s independent registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing such financial statements. | |
| ● | Recommend to the board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last fiscal year; | |
| ● | Meet separately, periodically, with management, with the Company’s internal auditors (or other personnel responsible for the internal audit function) and with the Company’s independent registered public accounting firm; | |
| ● | Be directly responsible for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged to prepare or issue an audit report for the Company; | |
| ● | Take, or recommend that the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered public accounting firm; and | |
| ● | Review major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent registered public accounting firm, internal auditors or management. |
Code of Ethics
Our board of directors has adopted a code of ethics that applies to all our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. The code addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on inside information, and reporting of violations of the code. The code of ethics is available on the Company’s website at https://www.seatech-ventures.com/.
Shareholder Proposals
Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this Information Statement.
| 21 |
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation of our principal executive officer and principal financial officer who served at the end of the year December 31, 2025, for services rendered in all capacities to us.
Summary Compensation Table:
Name and Principal Position | Period | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
| Lee Marcus Sherray1, Chief Executive Officer, President, Director | For the year ended December 31, 2025 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
Loke Sebastian Mun Foo2, Chief Financial Officer, Treasurer, Secretary | For the year ended December 31, 2025 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Chin Chee Seong3, Chief Executive Officer, President, Secretary, Treasurer, Director | For the year ended December 31, 2025 | 3,750 | - | - | - | - | - | - | 3,750 | |||||||||||||||||||||||||||
| For the year ended December 31, 2024 | 15,000 | - | - | - | - | - | - | 15,000 | ||||||||||||||||||||||||||||
| Tan See Meng4, Director | For the year ended December 31, 2025 | - | - | - | - | - | - | 1,500 | 1,500 | |||||||||||||||||||||||||||
| For the year ended December 31, 2024 | - | - | - | - | - | - | 6,000 | 6,000 | ||||||||||||||||||||||||||||
1On June 12, 2025, Mr. Lee Marcus Sherray was appointed as the Chief Executive Officer, President and Chairperson of the Board of Directors of the Company.
2On June 12, 2025, Mr. Loke Sebastian Mun Foo was appointed as the Chief Financial Officer, Treasurer and Secretary of the Company.
3On June 12, 2025, Mr. Chin Chee Seong resigned as the Company’s Chairperson of the Board of Directors, Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and Director.
4On June 12, 2025, Mr. Tan See Meng resigned as the Company’s Director.
| 22 |
Narrative Disclosure to Summary Compensation Table
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.
Stock Option Grants
We have not granted any stock options to our executive officers since our incorporation.
Employment Agreements
As of the date of the filing of this Form 10-K, we have no written employment agreements with our existing officers and directors. Compensation was determined after discussion about expected time commitments, remuneration paid by comparable organizations and the flexibility provided to the Company by not having extended terms and other terms typical of employment agreements. We have no plans or packages providing for compensation of officers after resignation or retirement.
Compensation Discussion and Analysis
Director Compensation
During the financial period from January 1, 2025 to March 31, 2025, we provided monthly compensation to Mr. Chin Chee Seong, our former Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director, for $1,250 monthly compensation. We also provided monthly compensation to our former executive director, Mr. Tan See Meng for $500 monthly compensation and our former independent non-executive director, Mr. Cheah Kok Hoong for $500 monthly compensation. Upon resignation of these directors, there are no other director compensation provided to the existing directors of the Company.
Executive Compensation Philosophy
Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.
Incentive Bonus
The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.
Long-term, Stock Based Compensation
In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.
| 23 |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
As of April 15, 2026, the Company has 92,562,343 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report.
The following table sets forth, as of April 15, 2026 certain information with regard to the record and beneficial ownership of the Company’s common stock by (i) each person known to the Company to be the record or beneficial owner of more than 5% of the Company’s common stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of the Company as a group:
| Name and Address of Beneficial Owner | Shares of Common Stock Beneficially Owned | Common Stock Voting Percentage Beneficially Owned | Total Voting Percentage Beneficially Owned | |||||||||
| Executive Officers and Directors | ||||||||||||
Lee Marcus Sherray1, Chief Executive Officer, President and Director | - | - | % | - | % | |||||||
Loke Sebastian Mun Foo2, Chief Financial Officer, Treasurer and Secretary | 200,000 | 0.22 | % | 0.22 | % | |||||||
| All of executive officers and director as a group | 200,000 | 0.22 | % | 0.22 | % | |||||||
Former Executive Officers and Directors | ||||||||||||
Chin Chee Seong3, Former Chief Executive Officer, President, Secretary, Treasurer and Director | 20,844,587 | 22.52 | % | 22.52 | % | |||||||
Tan See Meng4, Former Director | - | - | % | - | % | |||||||
Cheah Kok Hoong5, Former Independent Non-Executive Director | - | - | % | - | % | |||||||
| 5% or greater shareholders (excluding officers/directors) | ||||||||||||
| Greenpro Asia Strategic SPC6 | 42,522,139 | 45.94 | % | 45.94 | % | |||||||
| STVC Talent Sdn Bhd7 | 8,081,800 | 8.73 | % | 8.73 | % | |||||||
1On June 12, 2025, Mr. Lee Marcus Sherray was appointed as the Chief Executive Officer, President and Chairperson of the Board of Directors of the Company.
2On June 12, 2025, Mr. Loke Sebastian Mun Foo was appointed as the Chief Financial Officer, Treasurer and Secretary of the Company.
3On June 12, 2025, Mr. Chin Chee Seong resigned as the Company’s Chairperson of the Board of Directors, Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and Director. Mr. Chin owns 100% of the issued and outstanding shares of Metita Sdn. Bhd., therefore, the table above includes the share ownership of Metita Sdn. Bhd. with Mr. Chin Chee Seong collectively, in the row of Mr. Chin.
4On June 12, 2025, Mr. Tan See Meng resigned as the Company’s Director.
5On June 12, 2025, Mr. Cheah Kok Hoong resigned as the Company’s Independent Non-Executive Director.
6Greenpro Asia Strategic SPC- Greenpro Asia Strategic Fund SPC is owned and controlled by GC Investment Management Limited.
7Mr. Wang Sze Yao @ Wang Ming Way is the sole officer, director and controlling shareholder of STVC Talent Sdn. Bhd.
Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.
| (1) | Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of the date of this table. In determining the percent of common stock owned by a person or entity as of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on as of the date of this Annual Report (92,562,343 shares), and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares. |
| (2) | Based on the total issued and outstanding shares of 92,562,343 as of the date of this Annual Report. |
| 24 |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE
RELATED PARTY BALANCES AND TRANSACTIONS
| Accounts receivable from related parties (Refer Note 5): | As of December 31, 2025 (Audited) | As of December 31, 2024 (Audited) | ||||||
| Accounts receivable, net | ||||||||
| - catTHIS Holdings Corp.1 (net of allowance of $ 115,000 as of December 31, 2025 and December 31, 2024 respectively) | $ | - | $ | - | ||||
| Total | $ | - | $ | - | ||||
The above related party receivables are trade in nature and subject to normal trade terms.
| Account payable due to related parties (Refer Note 8): | As of December 31, (Audited) | As of December 31, 2024 (Audited) | ||||||
| Account payable: | ||||||||
| - GreenPro Financial Consulting Limited4 | $ | 285,200 | $ | 285,200 | ||||
The above related party account payable is trade in nature and subject to normal trade terms.
| Other payables due to related parties (Refer Note 9): | ||||||||
| - AleeanPeace Group Holding Limited5 | 20,157 | - | ||||||
| - Mr. Raymond Lee Siu Kuen6 | 40,205 | - | ||||||
| - Mr. Gilbert Loke Che Chan7 | 15,393 | - | ||||||
| - Mr. Chin Chee Seong (Former Director and Executive Officer, resigned on June 12, 2025) | 10,270 | 15,000 | ||||||
| - Mr. Tan See Meng (Former Director, resigned on June 12, 2025) | 500 | 6,000 | ||||||
| - Mr. Prabodh Kumar A/L Kantilal H. Sheth (Former Executive Officer, resigned on May 8, 2024) | - | 1,250 | ||||||
| - Mr. Cheah Kok Hoong (Former Director, resigned on June 12, 2025) | - | 5,500 | ||||||
| - Asia UBS Global Limited3 | - | 12,600 | ||||||
| Total | $ | 86,525 | $ | 40,350 | ||||
The above other payables to former directors and executive officers represent salary and director fees payable and previous 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.
The above other payable to Asia UBS Global Limited represent payables due for professional fees.
| As of | As of | |||||||
| Investment in related parties: | December 31, (Audited) | December 31, (Audited) | ||||||
| AsiaFIN Holdings Corp 1 | 1,015 | 1,015 | ||||||
| JOCOM Holdings Corp.2 | - | 850 | ||||||
| catTHIS Holdings Corp.1 | 1,900 | 1,900 | ||||||
| Total | $ | 2,915 | $ | 3,765 | ||||
| 25 |
For the years ended December 31, 2025 and 2024, the Company has following transactions with related parties:
For the year (Audited) | For the year (Audited) | |||||||
| 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) | $ | 3,750 | $ | 15,000 | ||||
| - Mr. Tan See Meng (Former Director, resigned on June 12, 2025) | 1,500 | 6,000 | ||||||
| - Mr. Prabodh Kumar A/L Kantilal H. Sheth (former Executive Officer, resigned on May 8, 2024) | - | 3,750 | ||||||
| Total | $ | 5,250 | $ | 24,750 | ||||
| Non-executive Directors’ compensation: | ||||||||
| - Mr. Cheah Kok Hoong (Former Director, resigned on June 12, 2025) | $ | 1,500 | $ | 6,000 | ||||
| Total | $ | 1,500 | 6,000 | |||||
| Company secretary fees: | ||||||||
| -Asia UBS Global Limited3 | $ | - | $ | 5,250 | ||||
| $ | - | $ | 5,250 | |||||
| Professional fees: | ||||||||
| - Asia UBS Global Limited3 | $ | - | $ | 10,800 | ||||
1As of December 31, 2025, the Company owns 12.26% and 14.99% of interest in AsiaFIN Holdings Corp. and catTHIS Holdings Corp. respectively.
2Divestment in JOCOM Holdings Corp. occurred on January 24, 2025 due to the management decision.
3Asia UBS Global Limited is a subsidiary of GreenPro Capital Corp. (GRNQ). GRNQ through its wholly owned subsidiaries, owns 3.46% shareholding in the Company.
4GreenPro Financial Consulting Limited is a subsidiary of GreenPro Capital Corp. (GRNQ). GRNQ through its wholly owned subsidiaries, owns 3.46% shareholding in the Company.
5Common management team between the companies.
6Mr. Raymond Lee Siu Kuen is the Chief Executive Officer of AleeanPeace Group Holding Limited.
7Mr. Gilbert Loke Che Chan is one of the shareholders of the Company.
| 26 |
Review, Approval and Ratification of Related Party Transactions
Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.
| For the Year Ended December 31, 2025 | For the Year Ended December 31, 2024 | |||||||
| Audit fees | $ | 10,000 | $ | 25,500 | ||||
| Audit related fees | 11,103 | 10,500 | ||||||
| Tax fees | - | - | ||||||
| Total | $ | 21,103 | $ | 36,000 | ||||
The category of “Audit fees” includes fees for our annual audit, and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents.
The category of “Audit-related fees” includes quarterly reviews, employee benefit plan audits, internal control reviews and accounting consultation.
All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.
| 27 |
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements
The following are filed as part of this report:
Financial Statements
The following financial statements of SEATech Ventures Corp. and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this Report:
| Page | |
| Index | F-1 |
| Report of Independent Registered Public Accounting Firm | F-2 |
| Financial Statements | |
| Consolidated Balance Sheets | F-3 |
| Consolidated Statements of Operations | F-4 |
| Consolidated Statements of Stockholders’ (Deficit) Equity | F-5 |
| Consolidated Statements of Cash Flows | F-6 |
| Notes to Consolidated Financial Statements | F-7 – F-20 |
(b) Exhibits
The following exhibits are filed or “furnished” herewith:
| 3.1 | Articles of Incorporation** | |
| 3.2 | Bylaws** | |
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* | |
| 31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer* | |
| 32.1 | 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 Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
** As filed in the Registrant’s Registration Statement on Form S-1 Amendment No. 2 (File No. 333-230479) on May 30, 2019.
| 28 |
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: April 15, 2026 | By: | /s/ LEE MARCUS SHERRAY |
| Title: | Chief Executive Officer, President, Director | |
| Date: April 15, 2026 | By: | /s/ LOKE SEBASTIAN MUN FOO |
| Title: | Chief Financial Officer, Treasurer, Secretary |
| 29 |
INDEX TO FINANCIAL STATEMENTS
| F-1 |
J&S ASSOCIATE PLT
202206000037 (LLP0033395-LCA) & AF002380 (Registered with PCAOB and MIA) B-11-14, Megan Avenue II 12,Jalan Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia |
Tel: +603-4813 9469 Email : [email protected] Website : jns-associate.com |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
SEATECH VENTURES CORP.
Opinion on the Financial Statement
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, to the consolidated financial statements as of December 31, 2025, the Company incurred a net loss of $39,341, suffered an accumulated deficit of $1,093,176 and experienced negative cash flows from operating activities of $50,073 as of December 31, 2025. These matter raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern, and management’s plans to mitigate these matters, are described in Note 2.
These financial statements do not include any adjustments that may be necessary to reflect the effects on the recoverability and classification of assets and additional liabilities that may arise if the Company is not able to continue as a going concern. Our opinion is not modified with respect to this matter.
| /s/
|
Certified Public Accountants
PCAOB
No:
We have served as the Company’s auditor since 2024.
April 15, 2026
| F-2 |
SEATECH VENTURES CORP.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Audited)
| As of December 31, | ||||||||
2025 (Audited) | 2024 (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Accounts receivable, net | $ | $ | ||||||
| Deposits paid, prepayments 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’ EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES | ||||||||
| Account payable | $ | $ | ||||||
| Other payables and accrued liabilities | ||||||||
| Share subscription received in advance | ||||||||
| Total current liabilities | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred shares, $ par value; shares authorized; issued and outstanding | $ | $ | ||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding as of December 31, 2025 and 2024 respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ||||||
| Accumulated deficit | $ | ( | ) | $ | ( | ) | ||
| TOTAL STOCKHOLDERS’ DEFICIT | $ | ( | ) | $ | ( | ) | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
| F-3 |
SEATECH VENTURES CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Audited)
For the year (Audited) | For the year (Audited) | |||||||
| REVENUE | $ | $ | ||||||
| COST OF REVENUE | ||||||||
| GROSS PROFIT | $ | $ | ||||||
| OTHER INCOME | ||||||||
| Gain from disposal of other investments | ||||||||
| Gain from disposal of subsidiaries | ||||||||
| Gain on foreign exchange | ||||||||
| SELLING AND DISTRIBUTION EXPENSES | ( | ) | ||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | ( | ) | ( | ) | ||||
| LOSS BEFORE INCOME TAXES | $ | ( | ) | $ | ( | ) | ||
| INCOME TAXES PROVISION | ||||||||
| NET LOSS | ( | ) | ( | ) | ||||
| OTHER COMPREHENSIVE INCOME/(LOSS) | ||||||||
| Foreign exchange translation gain/(loss) | ( | ) | ||||||
| TOTAL COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | ||
| Net loss per share- Basic and diluted (cent) | ) | |||||||
| Weighted average number of common shares outstanding - Basic and diluted | ||||||||
See accompanying notes to consolidated financial statements.
| F-4 |
SEATECH VENTURES CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Audited)
COMMON SHARES | ADDITIONAL | ACCUMULATED | ||||||||||||||||||||||
| Number of Shares | Amount | PAID-IN CAPITAL | COMPREHENSIVE | ACCUMULATED DEFICIT | TOTAL EQUITY | |||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Cancellation of shares on November 12, 2024 for termination of acquisition of Just Supply Chain Limited | ( | ) | ( | ) | ||||||||||||||||||||
| Foreign exchange translation loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Issuance of shares | ||||||||||||||||||||||||
| Foreign exchange translation gain | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
See accompanying notes to consolidated financial statements
| F-5 |
SEATECH VENTURES CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”))
(Audited)
For the year (Audited) | For the year (Audited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Gain from disposal of other investments | ( | ) | ||||||
| Gain from disposal of subsidiaries | ( | ) | ||||||
| Written off on the amount due from former subsidiaries | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Account payable | ( | ) | ||||||
| Deposits paid, prepayments and other receivables | ( | ) | ||||||
| Other payables and accrued liabilities | ||||||||
| Amount due from former subsidiaries | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOW FROM INVESTING ACTIVITIES: | ||||||||
| Proceeds from disposal of investment | ||||||||
| Refund of investment in other companies | ||||||||
| Net cash provided by 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 year | ||||||||
| CASH AND CASH EQUIVALENTS, END OF YEAR | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||||
| Income taxes paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
| F-6 |
SEATECH VENTURES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
1. ORGANIZATION AND BUSINESS BACKGROUND
SEATech Ventures Corp. (“the Company”) was incorporated on April 2, 2018 under the laws of the state of Nevada.
The Company, through its subsidiaries, engages in providing business mentoring, nurturing, incubating and corporate development advisory services to ICT and technology-based companies.
On
May 2, 2018, the Company acquired
On December 21, 2018, SEATech Ventures Corp, the Malaysia Company acquired SEATech Ventures (HK) Limited (herein referred as the “Hong Kong Company”), a private limited company incorporated in Hong Kong.
On
October 4, 2021, SEATech Ventures (HK) Limited subscribed
On
January 3, 2022, SEATech Ventures (HK) Limited acquired share, representing
On
October 13, 2023, the Company issued
shares of its 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-7 |
SEATECH VENTURES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
Business Overview
SEATech Ventures Corp. is a company providing business mentoring services, nurturing and incubation services relating to client businesses and corporate development advisory services to entrepreneurs in the broader technology industry, but with a specific focus on the information and communication technology industry. We will primarily focus our efforts on nurturing ICT entrepreneurs in Asia. Our advisory services will center on our “ICT Start-Up Mentorship Program”, which is designed to assist tech-based entrepreneurs in solving ICT industry pain points caused by technical insufficiencies, inappropriate financial modelling and weak strategic positioning within a competitive environment. The program aims to improve the technical exposure of our clients and to improve their sustainability in the ICT industry community through a combination of mentorship programs.
For the year ended December 31, 2025, we did not generate revenue due to adverse economic situation. We are continuously exploring new business opportunities.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.
Basis of presentation
The consolidated financial statements for SEATech Ventures Corp. and its subsidiaries for the year ended December 31, 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., its wholly owned subsidiaries, SEATech Ventures Corp. and SEATech Ventures (HK) Limited. Intercompany accounts and transactions have been eliminated on consolidation. The Company has adopted December 31 as its fiscal year end.
Basis of consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company is the primary beneficiary. All inter-company accounts and transactions have been eliminated upon consolidation.
Related party
A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.
Stock Cancellation and Reissuance Policy
The Company may cancel shares of its Common Stock that have been reacquired or forfeited under equity compensation arrangements. Canceled shares are retired and removed from the issued and outstanding share count in accordance with applicable corporate law and the Company’s Articles of Incorporation.
Upon cancellation, the par value of the shares is deducted from common stock, and any excess of the reacquisition cost over par value is charged against Additional Paid-In Capital (APIC) or retained earnings, as applicable. If the original issuance price is not known or determinable, the cost is first charged to APIC to the extent available, with any remaining amount charged to retained earnings.
The Company accounts for treasury stock transactions using the cost method in accordance with ASC 505-30, Equity: Treasury Stock. Treasury shares may be reissued for purposes such as the settlement of employee equity awards, acquisitions, or other corporate needs.
Upon reissuance of treasury shares, the proceeds are credited to treasury stock at the cost of the shares, and any difference between the reissuance price and the cost is recorded as an adjustment to APIC. If the reissuance price exceeds the cost, the excess is credited to APIC; if it is less than the cost, the shortfall is first charged to APIC (to the extent available), with any remaining amount charged to retained earnings.
Reissued shares are included in the number of shares issued and outstanding from the date of reissuance.
| F-8 |
SEATECH VENTURES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
Use of estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.
Revenue recognition
In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.
Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The Company derives its revenue from provision of business mentoring, nurturing, incubating and corporate development advisory services to ICT and technology-based companies.
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 any uncollectible accounts. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history and the current economic conditions to make an adjustment to the allowance when it is considered necessary. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
| F-9 |
SEATECH VENTURES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
Cash and cash equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
Income taxes
The provision of income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
Going concern
The accompanying financial statements have
been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal
course of business. As of December 31, 2025, the Company incurred a net loss 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-10 |
SEATECH VENTURES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
The Company calculates net loss per share in accordance with ASC Topic 260 “Earnings per share”. Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
For the years ended December 31, 2025 and December 31, 2024, diluted weighted-average common shares outstanding is equal to basic weighted average common shares, due to the Company’s net loss position. Hence no common stock equivalents were included in the computation of diluted net loss per shares since such inclusion would have been antidilutive.
Foreign currencies translation
The reporting currency of the Company and its subsidiaries in Labuan and Hong Kong, are United States Dollars (“US$”), 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. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.
Translation of amounts from RM into US$1 and HK$ into US$1 has been made at the following exchange rates for the respective periods:
| As of and for the year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Year-end RM : US$1 exchange rate | ||||||||
| Year-average RM : US$1 exchange rate | ||||||||
| Year-end HK$: US$1 exchange rate | ||||||||
| Year-average HK$ : US$1 exchange rate | ||||||||
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
| F-11 |
SEATECH VENTURES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
Fair value of financial instruments:
The carrying value of the Company’s financial instruments: cash and cash equivalents, subscription receivables, prepayment and deposits, accounts payable, and other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.
The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
| Level 1: Observable inputs such as quoted prices in active markets; | |
| Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |
| Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. |
Recent accounting pronouncements
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-12 |
SEATECH VENTURES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
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 December 31, 2025, SEATech Ventures Corp. has an issued and outstanding common share of .
4. DISPOSAL OF SUBSIDIARIES
On
October 28, 2025, the Company completed the sale of its
During
the period ended October 28, 2025,
the Company recorded a gain from the disposal of subsidiaries amounted $
| F-13 |
SEATECH VENTURES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
The following table summarizes the assets and liabilities of the disposal of subsidiaries included in the consolidated balance sheet indicated:
| Prepayments and deposits | $ | |||
| Cash and cash equivalents | ||||
| Amount due from related parties | ||||
| Other payables and accrued liabilities | ( | ) | ||
| Amount due to related parties | ( | ) | ||
| Net liabilities of the subsidiaries | ( | ) | ||
| Other comprehensive income | ( | ) | ||
| Consideration | ( | ) | ||
| Gain from disposal of subsidiaries | $ |
5. ACCOUNTS RECEIVABLE
As of December 31, (Audited) | As of December 31, | |||||||
| Accounts receivable, gross | $ | $ | ||||||
| Allowance for expected credit loss | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
The movement in the allowance for expected credit loss for the years ended December 31, 2025 and December 31, 2024 were as follows:
As of December 31, (Audited) | As of December 31, | |||||||
| Balance at beginning of the year | $ | $ | ||||||
| Additions of allowance | ||||||||
| Balance at end of the 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.
| F-14 |
SEATECH VENTURES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
6. DEPOSITS PAID, PREPAYMENTS AND OTHER RECEIVABLES
Deposits paid, prepayments and other receivables consisted of the following as of December 31, 2025 and December 31, 2024:
| As of | As of | |||||||
December 31, (Audited) | December 31, (Audited) | |||||||
| Deposits paid | ||||||||
| Prepayments | ||||||||
| Other receivables 1 | ||||||||
| Total deposits paid, prepayments 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).
7. INVESTMENT IN OTHER COMPANIES
| As of | As of | |||||||
December 31, (Audited) | December 31, (Audited) | |||||||
| AsiaFIN Holdings Corp1 | ||||||||
| JOCOM Holdings Corp.2 | ||||||||
| catTHIS Holdings Corp.3 | ||||||||
| Total investment in other companies | $ | $ | ||||||
| 1 | ||
| 2 | ||
| 3 |
8. ACCOUNT PAYABLE
As of December 31, | As of December 31, | |||||||
| 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-15 |
SEATECH VENTURES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
9. OTHER PAYABLES AND ACCRUED LIABILITIES
| As of | As of | |||||||
December 31, (Audited) | December 31, (Audited) | |||||||
| Other payables1 | $ | $ | ||||||
| Accrued audit fees | ||||||||
| Accrued professional fees | ||||||||
| Accrued expenses2 | ||||||||
| Total payables and accrued liabilities | $ | $ | ||||||
| 1 |
| 2 |
10. INCOME TAXES
For the year ended December 31, 2025 and year ended December 31, 2024, the local (United States) and foreign components of profit/(loss) before income taxes were comprised of the following:
| For the year ended December 31, 2025 | For the year ended December 31, 2024 | |||||||
| Tax jurisdictions from: | ||||||||
| - Local | $ | ( | ) | $ | ( | ) | ||
| - Foreign, representing | ||||||||
| Labuan | ( | ) | ||||||
| Hong Kong | ( | ) | ( | ) | ||||
| Malaysia | ( | ) | ( | ) | ||||
| Loss before income tax | $ | ( | ) | $ | ( | ) | ||
| F-16 |
SEATECH VENTURES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
The provision for income taxes consisted of the following:
| For the year ended December 31, 2025 | For the year ended December 31, 2024 | |||||||
| Current: | ||||||||
| - Local | $ | $ | ||||||
| - Foreign | ||||||||
| Deferred: | ||||||||
| - Local | ||||||||
| - Foreign | ||||||||
| Income tax expense | $ | $ |
The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: United States, Malaysia and Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:
United States of America
The
Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of December 31, 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 Corp. is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of
Malaysia
SEATech
CVC Sdn. Bhd. and SEATech Ventures Sdn. Bhd. are subject to Malaysia Corporate Tax, which is charged at the statutory income tax rate
range from
| F-17 |
SEATECH VENTURES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| Schedule of computation of net loss per share: | For the year (Audited) | For the year (Audited) | ||||||
| Net loss attributable to common shareholders | $ | ( | ) | $ | ( | ) | ||
| Weighted average common shares outstanding – Basic and diluted | ||||||||
| Net loss per share – Basic and diluted (cent)# | $ | ) | $ | ) | ||||
| # |
12. RELATED PARTY BALANCES AND TRANSACTIONS
| Accounts receivable from related parties (Refer Note 5): | As of December 31, (Audited) | As of December 31, | ||||||
| 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 December 31, 2025 (Audited) | As of December
31, 2024 | ||||||
| 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.
| Account payable due to related parties (Refer Note 8): | As of December 31, (Audited) | As of December 31, | ||||||
| Account payable: | ||||||||
| - GreenPro Financial Consulting Limited4 | $ | $ | ||||||
The above related party account payable is trade in nature and subject to normal trade terms.
| Other payables due to related parties (Refer Note 9): | ||||||||
| - AleeanPeace Group Holding Limited5 | ||||||||
| - Mr. Raymond Lee Siu Kuen6 | ||||||||
| - Mr. Gilbert Loke Che Chan7 | ||||||||
| - 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) | ||||||||
| - Mr. Prabodh Kumar A/L Kantilal H. Sheth (Former Executive Officer, resigned on May 8, 2024) | ||||||||
| - Mr. Cheah Kok Hoong (Former Director, resigned on June 12, 2025) | ||||||||
| - Asia UBS Global Limited3 | ||||||||
| 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.
The above other payable to Asia UBS Global Limited represent payables due for professional fees.
| F-18 |
SEATECH VENTURES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| As of | As of | |||||||
| Investment in related parties: | December 31, (Audited) | December 31, (Audited) | ||||||
| AsiaFIN Holdings Corp 1 | ||||||||
| JOCOM Holdings Corp.2 | ||||||||
| catTHIS Holdings Corp.1 | ||||||||
| Total | $ | $ | ||||||
For the years ended December 31, 2025 and 2024, the Company has following transactions with related parties:
For the year (Audited) | For the year (Audited) | |||||||
| 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) | ||||||||
| - Mr. Prabodh Kumar A/L Kantilal H. Sheth (former Executive Officer, resigned on May 8, 2024) | ||||||||
| Total | $ | $ | ||||||
| Non-executive Directors’ compensation: | ||||||||
| - Mr. Cheah Kok Hoong (Former Director, resigned on June 12, 2025) | $ | $ | ||||||
| Total | $ | |||||||
| Company secretary fees: | ||||||||
| -Asia UBS Global Limited3 | $ | $ | ||||||
| $ | $ | |||||||
| Professional fees: | ||||||||
| - Asia UBS Global Limited3 | $ | $ | ||||||
| 1 |
| 2 |
| 3 |
| 4 |
| 5 |
| 6 |
| 7 |
| F-19 |
SEATECH VENTURES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
13. CONCENTRATIONS OF RISKS
(a) Major customers
For the years ended December 31, 2025 and 2024, the Company did not generate revenue.
(b) Major vendors
For the years ended December 31, 2025 and 2024, the Company did not have purchases.
(c) Credit risk
Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.
(d) Liquidity risk
For the year ended December 31, 2025, the Company
incurred a net loss of $
14. 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 years presented. Summarized financial information concerning the Company’s reportable segments is shown as below:
By Geography:
| For the year ended December 31, 2025 | ||||||||||||||||
| United States | Malaysia | Hong Kong | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| For the year ended December 31, 2024 | ||||||||||||||||
| United States | Malaysia | Hong Kong | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
*Revenues and costs are attributed to countries based on the location of customers.
15. COMMITMENT AND CONTINGENCIES
As of December 31, 2024 and 2025, the Company did
16. SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all subsequent events through the filing date of this Form 10-K with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of December 31, 2025, and events which occurred subsequently but were not recognized in the financial statements. During the year, there was no subsequent event that required recognition or disclosure.
| F-20 |