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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended September 30, 2025

☐ 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 333-230479

SEATECH VENTURES CORP.

(Exact name of registrant issuer as specified in its charter)

Nevada

61-1882326

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

11-05 & 11-06, Tower A, Avenue 3 Vertical Business Suite,

Jalan Kerinchi, Bangsar South, 59200 Kuala Lumpur, Malaysia.

(Address of principal executive offices, including zip code)

Registrant’s phone number, including area code +603 8408 1788

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Common Stock		SEAV		The OTC Market – Pink Sheets

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

YES ☐ NO ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☐ Smaller reporting company ☒

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has fled all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at November 14, 2025
Common Stock, $.0001 par value		92,562,343

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:	F-1
	Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024 (audited)	F-2
	Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three Months and Nine Months Ended September 30, 2025 and 2024 (unaudited)	F-3
	Condensed Consolidated Statements of Changes in Equity for the Nine Months Ended September 30, 2025 and 2024 (unaudited)	F-4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited)	F-5
	Notes to the Unaudited Condensed Consolidated Financial Statements	F-6 - F-17
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3-5
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6
ITEM 4.	CONTROLS AND PROCEDURES	6
PART II	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	7
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	7
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	7
ITEM 4	MINE SAFETY DISCLOSURES	7
ITEM 5	OTHER INFORMATION	7
ITEM 6	EXHIBITS	8
	SIGNATURES	9

PART I FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

SEATECH VENTURES CORP.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page
Unaudited Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024 (audited)	F-2
Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three Months and Nine Months Ended September 30, 2025 and 2024 (unaudited)	F-3
Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the Nine Months Ended September 30, 2025 and 2024 (unaudited)	F-4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited)	F-5
Notes to the Unaudited Condensed Consolidated Financial Statements	F-6 - F-17

F-1

SEATECH VENTURES CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

	As of September 30, 2025 (Unaudited)			As of December 31, 2024 (Audited)
ASSETS
CURRENT ASSETS
Accounts receivable, net	$	-		$	-
Deposits paid, prepayment and other receivables		2,730			3,476
Cash and cash equivalents		4,757			12,330
Total current assets		7,487			15,806

NON-CURRENT ASSETS
Investment in other companies	$	2,915		$	3,765
Total non-current assets		2,915			3,765

TOTAL ASSETS	$	10,402		$	19,571

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Account payable	$	285,200		$	285,200
Other payables and accrued liabilities		96,430			77,044
Share subscription received in advance		-			42,500
Total current liabilities		381,630			404,744

TOTAL LIABILITIES	$	381,630		$	404,744

STOCKHOLDERS’ DEFICITS
Preferred shares, $0.0001 par value; 200,000,000 shares authorized; None issued and outstanding	$	-		$	-
Common stock, $0.0001 par value, 600,000,000 shares authorized, 92,562,343 and 92,519,843 shares issued and outstanding as of September 30, 2025 and December 31, 2024 respectively		9,256			9,252
Additional paid-in capital		702,454			659,958
Accumulated other comprehensive income/(loss)		1,629			(548	)
Accumulated deficit	$	(1,084,567	)	$	(1,053,835	)

TOTAL STOCKHOLDERS’ DEFICITS	$	(371,228	)	$	(385,173	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICITS	$	10,402		$	19,571

See accompanying notes to the unaudited condensed consolidated financial statements.

F-2

SEATECH VENTURES CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)


	Three months ended September 30						Nine months ended September 30
	2025			2024			2025			2024
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
REVENUE	$	-			-		$	-			-

COST OF REVENUE		-			-			-			-

GROSS PROFIT		-			-			-			-

OTHER INCOME		75			1,965			38,433			1,965

SELLING AND DISTRIBUTION EXPENSES		-			(21	)		-			(65	)

GENERAL AND ADMINISTRATIVE EXPENSES		(18,806	)		(27,202	)		(66,986	)		(103,008	)

OTHER OPERATING EXPENSES		2,190			-			(2,179	)		-

LOSS BEFORE INCOME TAX	$	(16,541	)	$	(25,258	)	$	(30,732	)	$	(101,108	)

INCOME TAXES PROVISION		-			-			-			-

NET LOSS		(16,541	)		(25,258	)		(30,732	)		(101,108	)

OTHER COMPREHENSIVE LOSS
Foreign exchange translation (loss)/gain		(859	)		(1,224	)		2,177			(1,106	)
COMPREHENSIVE LOSS	$	(17,400	)	$	(26,482	)	$	(28,555	)	$	(102,214	)

Net loss per share- Basic and diluted		(0.00	)		(0.00	)		(0.00	)		(0.00	)

Weighted average number of common shares outstanding - Basic and diluted		92,562,343			114,351,503			92,562,343			114,351,503

See accompanying notes to the unaudited condensed consolidated financial statements.

F-3

SEATECH VENTURES CORP.

CONDENSED CONSOLIDATED STATEMENTS OF

CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

Nine Months Ended September 30, 2025 (Unaudited)

	Number of Shares		Amount		PAID-IN CAPITAL		COMPREHENSIVE (LOSS)/INCOME			ACCUMULATED DEFICIT			TOTAL EQUITY
	COMMON SHARES				ADDITIONAL		ACCUMULATED OTHER
	Number of Shares		Amount		PAID-IN CAPITAL		COMPREHENSIVE (LOSS)/INCOME			ACCUMULATED DEFICIT			TOTAL EQUITY
Balance as of December 31, 2024		92,519,843	$	9,252	$	659,958	$	(548	)	$	(1,053,835	)	$	(385,173	)
Foreign exchange translation gain		-		-		-	$	2,177			-		$	2,177
Issuance of Shares		42,500	$	4	$	42,496		-			-		$	42,500
Net loss for the period		-		-		-		-		$	(30,732	)	$	(30,732	)
Balance as of September 30, 2025		92,562,343	$	9,256	$	702,454	$	1,629		$	(1,084,567	)	$	(371,228	)

Nine Months Ended September 30, 2024 (Unaudited)

	Number of Shares		Amount		PAID-IN CAPITAL		COMPREHENSIVE LOSS			ACCUMULATED DEFICIT			TOTAL EQUITY
	COMMON SHARES				ADDITIONAL		ACCUMULATED OTHER
	Number of Shares		Amount		PAID-IN CAPITAL		COMPREHENSIVE (LOSS)/INCOME			ACCUMULATED DEFICIT			TOTAL EQUITY
Balance as of December 31, 2023		114,351,503	$	11,435	$	657,775	$	(287	)	$	(896,909	)	$	(227,986	)
Balance		114,351,503	$	11,435	$	657,775	$	(287	)	$	(896,909	)	$	(227,986	)
Foreign exchange translation loss		-		-		-	$	(1,106	)		-		$	(1,106	)
Foreign exchange translation gain (loss)		-		-		-	$	(1,106	)		-		$	(1,106	)
Net loss for the period		-		-		-		-		$	(101,108	)	$	(101,108	)
Net loss		-		-		-		-		$	(101,108	)	$	(101,108	)
Balance as of September 30, 2024		114,351,503	$	11,435	$	657,775	$	(1,393	)	$	(998,017	)	$	(330,200	)
Balance		114,351,503	$	11,435	$	657,775	$	(1,393	)	$	(998,017	)	$	(330,200	)

See accompanying notes to the unaudited condensed consolidated financial statements.

F-4

SEATECH VENTURES CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

	Nine months ended September 30, 2025 (Unaudited)			Nine months ended September 30, 2024 (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(30,732	)	$	(101,108	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on disposal of investment		(38,433	)		-
Changes in operating assets and liabilities:
Accounts receivable		-			149,500
Due to a related party		15,393			(39,000	)
Prepayment and other receivables		780			209
Other payables and accrued liabilities		5,739			(36,861	)
Net cash used in operating activities	$	(47,253	)	$	(27,260	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of investment		39,283			-
Refund of investment in other company		-			650
Net cash generated from investing activities	$	39,283		$	650

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of shares		42,500			-
Share subscription received in advance		(42,500	)		22,500
Net cash provided by financing activities	$	-		$	22,500

Effect of exchange rate changes on cash and cash equivalents		397			(3,174	)

Net change in cash and cash equivalents		(7,573	)		(7,284	)

Cash and cash equivalents, beginning of period		12,330			29,392
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	4,757			22,108

SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-

See accompanying notes to condensed consolidated financial statements.

F-5

SEATECH VENTURES CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

1. DESCRIPTION OF BUSINESS AND ORGANIZATION

SEATech Ventures Corp. is organized as a Nevada limited liability company, incorporated on April 2, 2018. For purposes of consolidated financial statement presentation, SEATech Ventures Corp. and its subsidiaries are herein referred to as “the Company” or “we”.

The Company business of which planned principal operations are to provide business mentoring, nurturing and incubation services relating to client businesses and corporate development advisory services to entrepreneurs in the broader technology industry, but with a specific focus on the information and communication technology industry.

On May 2, 2018, the Company acquired 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 Chief Executive Officer, President, Secretary, Treasurer, Director, Mr. Chin Chee Seong, with consideration of MYR 1.

On October 13, 2023, the Company issued 21,831,660 shares of its restricted common stock at $0.80 per share to the shareholders of Just Supply Chain Limited (“JSCL”), for acquisition of one hundred percent (100%) of the equity of JSCL. On May 6, 2024, the acquisition has been cancelled due to factors that came to light on the valuation of the entity and subsequently on July 1, 2024, the 21,831,660 shares were returned to the Company and are held as treasury shares, subsequently cancellation of the shares on November 12, 2024.

Details of the Company’s subsidiaries:

SCHEDULE OF COMPANY SUBSIDIARIES

	Company name	Place and date of incorporation	Particulars of issued capital	Principal activities	Proportional of ownership interest and voting power held

1.	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 each	Business mentoring, nurturing and incubation, and corporate development advisory services		100	%

3.	SEATech CVC Sdn. Bhd. (F.K.A. SEATech Bigorange CVC Sdn. Bhd.)¹	Malaysia / October 4, 2021	20,000 ordinary shares of MYR1 each	Dormant company		100	%

4.	SEATech Ventures Sdn. Bhd.¹	Malaysia / May 27, 2021	1 ordinary share of MYR1 each	Provision of corporate advisory services		100	%

Full disposition of SEATech CVC Sdn. Bhd. and SEATech Ventures Sdn. Bhd. was completed on October 28, 2025.

F-6

SEATECH VENTURES CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The consolidated financial statements for SEATech Ventures Corp. and its subsidiaries for the nine months ended September 30, 2025 is prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of SEATech Ventures Corp. and its wholly owned subsidiaries, SEATech Ventures Corp., SEATech Ventures (HK) Limited, SEATech CVC Sdn. Bhd. and SEATech Ventures Sdn. Bhd. Intercompany accounts and transactions have been eliminated on consolidation. The Company has adopted December 31 as its fiscal year end.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The Condensed Consolidated Balance Sheet information as of December 31, 2024 was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2025. These financial statements should be read in conjunction with that report.

Basis of consolidation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated upon consolidation.

Use of estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

Revenue recognition

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The Company derives its revenue from provision of business mentoring, nurturing, incubating and corporate development advisory services to Information and Communication Technology (ICT) and technology-based companies.

Cost of revenue

Cost of revenue includes the cost of services and product in providing business mentoring, nurturing, incubating and corporate development advisory services.

F-7

SEATECH VENTURES CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

Investments

Investments in equity securities

The Company accounts for its investments that represent less than 20% ownership, and for which the Company does not have the ability to exercise significant influence, using ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The Company measure investments in equity securities without a readily determinable fair value using a measurement alternative that measures these securities at the cost method minus impairment, if any, plus or minus changes resulting from observable price changes on a non-recurring basis (i.e., prices in orderly transactions for the identical investment or similar investment of the same issuer). If certain conditions are met, the Company can use net asset value (NAV), without adjustment, as a practical expedient to measure the fair value of investments in certain funds (e.g., hedge funds, private equity funds, real estate funds, venture capital funds, commodity funds, funds of funds) when fair value is not readily determinable. Gains and losses on these securities are recognized in other income and expenses. At September 30, 2025, the Company had two investments in equity securities with carrying value of $2,915 (see Note 7).

Accounts receivable

Accounts receivable are recorded at the invoiced amount less an allowance for expected credit losses. Management reviews the adequacy of the allowance for expected credit losses on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history and the current economic conditions to make an adjustment to the allowance when it is considered necessary. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Income taxes

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

Going concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the period ended September 30, 2025 the Company incurred a net loss of $30,732 and suffered an accumulated deficit of $1,084,567 and negative operating cash flow of $47,253. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its current management cum shareholder. Management believes the existing shareholder or external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

F-8

SEATECH VENTURES CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

Net income/(loss) per share

The Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income/(loss) per share is computed by dividing the net income/(loss) by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income/(loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

Foreign currencies translation

The reporting currency of the Company and its subsidiaries in Labuan and Hong Kong, are United States Dollars (“US$”), while its subsidiaries in Malaysia, maintains the books and record in Ringgit Malaysia (“MYR”), being the primary currency of the economic environment in which these entities operate.

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.

In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

Translation of amounts from RM into US$1 and HK$ into US$1 has been made at the following exchange rates for the respective periods:

	As of and for the period ended September 30, 2025		As of and for the period ended September 30, 2024

Period-end RM : US$1 exchange rate		4.22		4.13
Period-average RM : US$1 exchange rate		4.31		4.64
Period-end HK$ : US$1 exchange rate		7.78		7.77
Period-average HK$ : US$1 exchange rate		7.81		7.81

Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

F-9

SEATECH VENTURES CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

Fair value of financial instruments:

The carrying value of the Company’s financial instruments: cash and cash equivalents, account receivables, amount due to a director, and accounts payable and approximate at their fair values because of the short-term nature of these financial instruments.

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in the ASU provide (1) all entities with a practical expedient and (2) entities other than public business entities (PBEs) with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The ASU is effective for fiscal years and interim periods beginning after December 15, 2025. Early adoption is permitted, and the guidance is to be applied prospectively. The Company is currently evaluating the impact of ASU 2025-05 and does not expect the adoption to have a material impact on its consolidated financial statements. The Company expects to apply the practical expedient for qualifying current receivables and contract assets upon adoption.

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.

3. COMMON STOCK

On April 2, 2018, the founder of the Company, Mr. Chin Chee Seong purchased 100,000 shares of restricted common stock of the Company at a par value of $0.0001 per share. The monies from this transaction, which totaled $10, went to the Company to be used as initial working capital.

On May 14, 2018, the Company issued 20,000,000 shares of restricted common stock to Mr. Chin Chee Seong and Mr. Seah Kok Wah respectively, with a par value of $0.0001 per share, for total additional working capital of $4,000.

On August 7, 2018, the Company issued 10,000,000 shares of restricted common stock to Greenpro Venture Capital Limited with a par value of $0.0001 per share, for total additional working capital of $1,000.

On August 8, 2018, the Company issued 30,000,000 shares of restricted common stock to Greenpro Asia Strategic Fund SPC, a company incorporated in Cayman Islands with a par value of $0.0001 per share, for additional working capital of $3,000.

On August 27, 2018, the Company issued 10,000,000 shares of restricted common stock to STVC Talent Sdn. Bhd, a company incorporated in Malaysia with a par value of $0.0001 per share, for additional working capital of $1,000.

On September 7, 2018, the Company sold shares to 2 shareholders, of whom reside in Malaysia. A total of 750,000 shares of restricted common stock were sold at a price of $0.10 per share. The total proceeds to the Company amounted to a total of $75,000.

On September 12, 2018, the Company sold shares to a shareholder, of whom reside in Malaysia. A total of 466,667 shares of restricted common stock were sold at a price of $0.15 per share. The total proceeds to the Company amounted to a total of $70,000.

F-10

SEATECH VENTURES CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

In between September 21, 2018 and November 29, 2018, the Company sold shares to 44 shareholders, of whom reside in Malaysia. A total of 860,000 shares of restricted common stock were sold at a price of $0.20 per share. The total proceeds to the Company amounted to a total of $172,000.

From June 12, 2019 to May 4, 2020, the company issued 343,200 shares of common stock at a price of $1.00 per share through the Initial Public Offering (IPO) to 70 non-US residents.

On October 13, 2023, the Company issued 21,831,660 shares of its restricted common stock at $0.80 per share to 8 shareholders of Just Supply Chain Limited (“JSCL”), for acquisition of one hundred percent (100%) of the equity of JSCL. On May 06, 2024, the acquisition has been cancelled due to factors that came to light on the valuation of the entity, subsequently cancellation of the shares on November 12, 2024.

On April 18, 2025, the Company issued 42,500 shares of common stock to four investors at $1.00 per share pursuant to a subscription agreement. Although the shares were physically issued in April 2025, they were backdated and treated as effective as of March 31, 2025. As such, these shares have been included in the issued and outstanding total as of June 30, 2025.

As of September 30, 2025, SEATech Ventures Corp. has an issued and outstanding common share of 92,562,343.

4. ACCOUNTS RECEIVABLE

SCHEDULE OF ACCOUNTS RECEIVABLE

	As of September 30, 2025 (Unaudited)			As of December 31, 2024 (Audited)
Accounts receivable, gross	$	2,730		$	115,000
Allowance for expected credit loss		(2,730	)		(115,000	)
Accounts receivable, net	$	-		$	-

The movement in the allowance for expected credit loss for the period ended September 30, 2025 and year ended December 31, 2024 were as follows:

	As of September 30, 2025 (Unaudited)			As of December 31, 2024 (Audited)
Balance at beginning of the period/year	$	115,000		$	115,000
Changes in allowance		(112,270	)		-
Balance at end of the period/year	$	2,730		$	115,000

The accounts receivable represents receivable amount from companies where the Company owns equity interest, which are trade in nature and subject to normal trade term.

5. CASH AND CASH EQUIVALENTS

As of September 30, 2025, the Company recorded $4,757 of cash and cash equivalents which primarily consists of cash in bank.

F-11

SEATECH VENTURES CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

6. DEPOSITS PAID, PREPAYMENT AND OTHER RECEIVABLES

Deposits paid, prepayment and other receivables consisted of the following as of September 30, 2025 and December 31, 2024:

	As of		As of
	September 30, 2025 (Unaudited)		December 31, 2024 (Audited)
Deposits paid		273		273
Prepayment		575		1,355
Other receivables		1,882		1,848
Total deposits paid, prepayment and other receivables	$	2,730	$	3,476

7. INVESTMENT IN OTHER COMPANIES

SCHEDULE OF INVESTMENTS

	As of September 30, 2025 (Unaudited)		As of December 31, 2024 (Audited)
AsiaFIN Holdings Corp. ¹	$	1,015	$	1,015
JOCOM Holdings Corp. ²		-		850
catTHIS Holdings Corp. ³		1,900		1,900
Total investment in other companies	$	2,915	$	3,765

¹	On December 24, 2019, the Company has invested in AsiaFIN Holdings Corp. during the private placement stage. AsiaFIN Holdings Corp is a company providing business technology solutions to its clients. SEATech Ventures Corp. also provides corporate development, mentoring, and incubation services to AsiaFIN Holdings Corp. The investment in AsiaFIN Holdings Corp. is a strategic investment of the Company and the Company’s efforts on nurturing and providing collaborating and networking opportunities to ICT entrepreneurs across Asia. The investment is also aligning with the Company’s focus on the ICT industry. As of September 30, 2025, the Company acquired 12.26% interest in AsiaFIN Holdings Corp.

²	On June 1, 2021, the Company has invested in JOCOM Holdings Corp. during the private placement stage. JOCOM Holdings Corp. is a company focuses on m-commerce (Mobile commerce) platform specialized in online groceries and shopping. SEATech Ventures Corp. also provides corporate development, mentoring, and incubation services to JOCOM Holdings Corp. The investment in JOCOM Holdings Corp. is a strategic investment of the Company. As of September 30, 2024, the Company acquired 14.74% interest in JOCOM Holdings Corp. On January 24, 2025, the Company sold all 8,500,000 shares of Jocom’s common stock to an unrelated party, Chu, Hon Pong at a price of $39,283. As the investment was carried at a cost of $850 as of December 31, 2024, the Company recognized a gain on disposal of their investment with the amount of $38,433 for the period ended September 30, 2025.

³	On August 30, 2021, the Company has invested in catTHIS Holdings Corp. during the private placement stage. catTHIS Holdings Corp. is a company that providing digital marketing service by using technologies such as mobile application known as “catTHIS App”. catTHIS App serve as a marketing tool which provides free digital catalog management platform that gives its users the ability to upload and share PDF catalogs anywhere and from any device. SEATech Ventures Corp. also provides corporate development, mentoring, and incubation services to catTHIS Holdings Corp. The investment in catTHIS Holdings Corp. is a strategic investment of the Company. As of September 30, 2025, the Company acquired 14.99% interest in catTHIS Holdings Corp.

8. ACCOUNT PAYABLE

SCHEDULE OF ACCOUNT PAYABLE

As of

September 30, 2025
(Unaudited)

As of

December 31, 2024
(Audited)

Account payable

285,200

Total account payable

285,200

The account payable represents payable to a wholly owned subsidiary of a corporate shareholder which is trade in nature and subject to normal trade term.

F-12

SEATECH VENTURES CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

9. OTHER PAYABLES AND ACCRUED LIABILITIES

Other payables and accrued liabilities consisted of the following as of September 30, 2025 and December 31, 2024:

	As of September 30, 2025 (Unaudited)		As of December 31, 2024 (Audited)
Accrued audit fees	$	5,502	$	30,682
Accrued professional fees¹		26,169		18,612
Accrued expenses²		9,200		27,750
Amount due to a related party		15,393		-
Other payables		40,166		-
Total payables and accrued liabilities	$	96,430	$	77,044

¹	Included in accrued professional fees is an amount of $5,200 (December 31, 2024: $12,600), which owed to Asia UBS Global Limited, a related party of the Company. (refer Note 13).

²	Accrued expenses include compensation payable to our directors and officers, amounting to $8,000 and $27,750 as of September 30, 2025 and December 31, 2024 respectively (refer Note 13).

10. INCOME TAXES

For the nine months ended September 30, 2025 and 2024, the local (United States) and foreign components of loss before income taxes were comprised of the following:

SCHEDULE OF LOSS BEFORE INCOME TAXES

	Nine months ended September 30, 2025 (Unaudited)			Nine months ended September 30, 2024 (Unaudited)
Tax jurisdictions from:
Local	$	(42,351	)	$	(46,770	)
Foreign, representing
- Labuan		20,256			(26,615	)
- Hong Kong	$	(5,829	)	$	(22,909	)
- Malaysia		(2,808	)		(4,814	)
Loss before income tax	$	(30,732	)	$	(101,108	)

The provision for income taxes consisted of the following:

SCHEDULE OF PROVISION FOR INCOME TAXES


	For the period ended September 30, 2025 (Unaudited)		For the period ended September 30, 2024 (Unaudited)
Current:
- Local		-		-
- Foreign		-		-
Deferred:
- Local		-		-
- Foreign		-		-

Income tax expense	$	-	$	-

F-13

SEATECH VENTURES CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: United States Labuan and Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:

United States of America

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of September 30, 2025, the operations in the United States of America incurred $673,652 of cumulative net operating losses which can be carried forward indefinitely to offset a maximum of 80% future taxable income. The Company has provided for a full valuation allowance of $538,922 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

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 3% of net audited profit.

Hong Kong

SEATech Ventures (HK) Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of 16.5% on its assessable income.

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 15% to 24% on its assessable income. In accordance with the provisions of the Malaysian Income Tax Act 1967, unabsorbed business losses arising from the Year of Assessment (“YA”) 2019 onwards may be carried forward for a maximum period of ten (10) consecutive YAs to offset against future taxable business income. As at September 30, 2025, the Company has unutilised tax losses amounting to $17,063. No deferred tax assets have been recognised in respect of these losses due to the uncertainty of their realisation within the permissible carry-forward period.

11. NET LOSS PER SHARE

Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. The following table sets forth the computation of basic and diluted net loss per share for the period ended September 30, 2025 and 2024:

Schedule of computation of net loss per share:	For the period ended September 30, 2025 (Unaudited)			For the period ended September 30, 2024 (Unaudited)
Net loss attributable to common shareholders	$	(30,732	)	$	(101,108	)

Weighted average common shares outstanding – Basic and diluted		92,562,343			114,351,503

Net loss per share – Basic and diluted#	$	(0.00	)	$	(0.00	)

#	For the period ended September 30, 2025 and 2024, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, as the Company had no instruments outstanding that could potentially dilute earnings per share in the future.

12. COMMITMENTS AND CONTINGENCIES

As of September 30, 2025, the Company has no commitments or contingencies involved.

F-14

SEATECH VENTURES CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

13. RELATED PARTY BALANCES AND TRANSACTIONS


Accounts receivable from related parties (Refer Note 4):	As of September 30, 2025 (Unaudited)			As of December 31, 2024 (Audited)
Accounts receivable, gross
- catTHIS Holdings Corp.¹	$	2,730		$	115,000
Allowance for expected credit loss		(2,730	)		(115,000	)
Accounts receivable, net	$	-		$	-
Accounts receivable from related parties	$	-		$	-

The above related party receivables are trade in nature and subject to normal trade terms.

Due to a related party (Refer Note 8):	As of September 30, 2025 (Unaudited)		As of December 31, 2024 (Audited)

Due to a related party:
- GreenPro Financial Consulting Limited³	$	285,200	$	285,200
Due to a related party	$	285,200	$	285,200

The above due to a related party is trade in nature and subject to normal trade terms.

Other payables due to related parties (Refer Note 9):

- Mr. Chin Chee Seong (Former Director and Executive Officer)		6,250		15,000
- Mr. Tan See Meng³ (Former Director)		500		6,000
- Mr. Cheah Kok Hoong (Former Director)		-		5,500
- Mr. Prabodh Kumar A/L Kantilal H. Sheth⁴ (Former Executive Officer)		1,250		1,250
- Asia UBS Global Limited⁴		5,200		12,600
Total	$	13,200	$	40,350
Other payables due to related parties	$	13,200	$	40,350

The above other payables to directors and executive officers represent salary and director fees payable.

The above other payable to Asia UBS Global Limited represent payables due for professional fees.

	As of		As of
Investment in related parties:	September 30, 2025 (Unaudited)		December 31, 2024 (Audited)
AsiaFIN Holdings Corp ¹		1,015		1,015
JOCOM Holdings Corp.¹		-		850
catTHIS Holdings Corp.¹		1,900		1,900
Total	$	2,915	$	3,765
Investments in related parties	$	2,915	$	3,765

F-15

SEATECH VENTURES CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

For the period ended September 30, 2025 and 2024, the Company has following transactions with related parties:

	For the period ended September 30, 2025 (Unaudited)		For the period ended September 30, 2024 (Unaudited)
Included in General and administrative are the following expenses to related parties:

Executives’ compensation:
- Mr. Chin Chee Seong (Former Director and Executive Officer, resigned on June 12, 2025)	$	3,750	$	7,500
- Mr. Tan See Meng³ (Former Director, resigned on June 12, 2025)		1,500		3,000
- Mr. Prabodh Kumar A/L Kantilal H. Sheth⁴ (Former Executive Officer, resigned on May 8, 2024)		-		3,750
Total	$	5,250	$	14,250
Executives compensation	$	5,250	$	14,250

Non-executive Directors’ compensation:
- Mr. Cheah Kok Hoong⁵(Former Non-executive Director, resigned on June 12, 2025)		1,500		3,000
Total	$	1,500		3,000
Non-executive Directors’ compensation	$	1,500		3,000

Company secretary fees:
-Asia UBS Global Limited²	$	3,000	$	5,250
Company secretary fees	$	3,000	$	5,250

Professional fees:
- Asia UBS Global Limited²	$	2,200	$	4,400
Professional fees	$	2,200	$	4,400

¹	As of June 30, 2025, the Company owns 12.26%, and 14.99% of interest in AsiaFIN Holdings Corp. and catTHIS Holdings Corp. respectively.

²	Asia UBS Global Limited is a subsidiary of GreenPro Capital Corp. (GRNQ). GRNQ through its wholly owned subsidiaries, owns 3.46% shareholding in the Company.

³	On December 14, 2023, Mr. Tan See Meng was appointed as Executive Director of the Board of Director. On June 12, 2025, Mr. Tan informed the Board that he tendered his resignation as Executive Director.

⁴	On December 14, 2023, Mr. Prabodh Kumar A/L Kantilal H. Sheth was appointed as Chief Financial Officer of the Company, took over the role from Mr. Tan Hock Chye. On May 8, 2024, Mr. Sheth informed the Board that he tendered his resignation as the Chief Financial Officer of the Company.

⁵	On June 12, 2025, Mr. Cheah informed the Board that he tendered his resignation as Executive Director.

14. CONCENTRATIONS OF RISKS

(a) Credit risk

Financial instruments that are potentially subject to credit risk consists principally of accounts receivable. The Company believes the concentration of credit risk in its accounts receivable is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

F-16

SEATECH VENTURES CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

15. SEGMENT INFORMATION

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below:

By Geography:

SCHEDULE OF REPORTABLE SEGMENTS

	United States			Malaysia		Hong Kong			Total
	For the period ended September 30, 2025
	United States			Malaysia		Hong Kong			Total

Revenues	$	-		$	-	$	-		$	-
Cost of revenues	$	-		$	-	$	-		$	-
Net (loss)/profit	$	(42,351	)	$	17,448	$	(5,829	)	$	(30,732	)

Total assets	$	530		$	9,536	$	336		$	10,402

	United States			Malaysia			Hong Kong			Total
	For the period ended September 30, 2024
	United States			Malaysia			Hong Kong			Total

Revenues	$	-		$	-		$	-		$	-
Cost of revenues		-			-			-			-
Net loss		(46,770	)		(31,429	)		(22,909	)		(101,108	)
Net (loss)/profit		(46,770	)		(31,429	)		(22,909	)		(101,108	)

Total assets	$	2,090		$	20,567		$	7,464		$	30,121

*Revenue and costs are attributed to countries based on the location of customers.

16. SUBSEQUENT EVENTS

On October 28, 2025, the Company completed the sale of its 100% equity interests in SEATech Ventures Sdn. Bhd. and SEATech CVC Sdn. Bhd. (collectively, the “Disposed Subsidiaries”) to Mr. Chin Chee Seong. Under the terms of agreement, the Company received total consideration of MYR$ 20,001, consisting of assumption of liabilities, payable upon closing. The transaction was approved by the Company’s Board of Directors on September 30, 2025.

The Disposed Subsidiaries has no operations and represented 0% of the Company’s consolidated revenues for the past nine months ending September 30, 2025.

F-17

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on April 15, 2025 (the “Form 10-K”) and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guaranteed of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form 10K in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report.

Company Overview

SEATech Ventures Corp. is a company that operates through its wholly owned subsidiary, SEATech Ventures Corp., a Company registered in Labuan, Malaysia, which in turn owns 100% of SEATech Ventures (HK) Limited, the operating Hong Kong Company which is described below. The purpose of SEATech Ventures Corp. Labuan, Malaysia is to act as a holding company.

The purpose of SEATech Ventures (HK) Limited is to become the current regional hub for business activities and to engage in operational functions. SEATech Ventures (HK) Limited owns 100% of SEATech CVC Sdn. Bhd. (F.K.A. SEATech Bigorange CVC Sdn. Bhd.) and 100% of SEATech Ventures Sdn. Bhd., which are incorporated in Malaysia, as part of the business development initiative.

At present, our physical office is in B-23A-02, G-Vestor Tower, Pavilion Embassy, 200, Jalan Ampang, 50450 Kuala Lumpur, Malaysia.

SEATech Ventures Corp. group of companies business activities is that of providing business mentoring services, nurturing and incubation services relating to client businesses and corporate development advisory services to entrepreneurs in the broader technology industry, but with a specific focus on the information and communication technology industry. We will, focus our efforts on nurturing ICT entrepreneurs in Asia. Our advisory services will center on our “ICT Start-Up Mentorship Program”, which is designed to assist tech-based entrepreneurs in solving ICT industry pain points caused by technical insufficiencies, inappropriate financial modelling and weak strategic positioning Our advisory services aim to improve the technical exposure of our clients and to improve their sustainability in the ICT industry community through a combination of mentorship programs.

As part of our expansion plan, on September 20, 2022 Greenpro Capital Corp. (NASDAQ: GRNQ) appointed SEATech Ventures (HK) Limited as a listing sponsor to engage potential token issuers to list on Green-X, the World’s first Shariah-Compliant ESG (environment, social and governance) Digital Asset Exchange (“DAX”) in Labuan, Malaysia. According to global consulting firm BCG, the asset tokenization market will grow 50 times from US$310 billion in this year, to US$16.1 trillion by 2030, driven by demand from a wide range of investors for greater access to private markets (Source: World Economic Forum – Global Agenda Council, BCG Analysis). As a DAX listing sponsor, SEATech Ventures (HK) Limited focus on digital/physical asset-backed companies in the STO (security token offering) listing on Green-X.

As part of Company development, on June 12, 2025, Mr. Chin Chee Seong, Mr. Tan See Meng, and Mr. Cheah Kok Hoong tendered resignation from all their positions in the Company to the Board, and on the same date the Board appointed new management namely Mr. Lee Marcus Sherray as Chief Executive Officer, President, Director and Chairperson of the Board of Directors and Mr. Loke Sebastian Mun Foo as Chief Financial Officer, Treasurer, Director and Secretary. The changes have been reflected in Form 8-K filed on June 12, 2025.

Results of Operation

For the three months and nine months ended September 30, 2025 and 2024

Revenue

The Company has not generated any revenue for the three months and nine months ended September 30, 2025 and 2024. The Company intended to generate income from provision of business mentoring, nurturing and incubation services relating to client businesses and corporate development advisory services. The lack of change in revenue is because the Company did not perform any business activities during the three months and nine months ended September 30, 2025.

Cost of Revenue and Gross Margin

For the three months and nine months ended September 30, 2025 and 2024, the Company did not incur any cost of revenue in providing corporate development advisory services, resulting in cost of revenue of $0 in both periods. The Company generated gross profit of $0 and $0 for the three months and nine months ended September 30, 2025 and 2024 respectively.

Selling and marketing expenses

For the three months and nine months ended September 30, 2025, we had selling and distribution expenses in the amount of $0 and $0 respectively, while for the three months and nine months ended September 30, 2024, we had selling and distribution expenses in the amount of $21 and $65 respectively, which were primarily comprised of marketing expenses and expenses incurred for selling of services. The decrease of selling and marketing expenses is associated with lesser marketing expenses incurred for the three months and nine months ended September 30, 2025.

General and administrative expenses

For the three months and nine months ended September 30, 2025, we had general and administrative expenses in the amount of $18,806 and $66,986 respectively, while for the three months and nine months ended September 30, 2024, we had general and administrative expenses in the amount of $27,202 and $103,008 respectively, which were primarily comprised of salary, professional fee, compliance fee, office and operation expenses. The decrease in general and administrative expenses was primarily attributable to the resignation of the key management personnel which resulted in reduction in staff costs for the three months and nine months ended September 30, 2025.

Net Profit & Loss

For the three months and nine months ended September 30, 2025, the Company has incurred a net loss of $16,541 and $30,732 respectively. For the three months and nine months ended September 30, 2024, the Company has incurred a net loss of $25,258 and $101,108 respectively. The difference in net losses between the two periods was attributed to a significant increase in net profit during the three months ended March 31, 2025 due to large income recognized from the gain on disposal of investment of $38,433. The losses are mainly derived from the general and administrative expenses.

Liquidity and Capital Resources

As of September 30, 2025 and 2024, we had cash and cash equivalents of $4,757 and $22,108 respectively. We expect increased levels of operating activities going forward will result in more significant cash flows.

We depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations.

Cash Used In Operating Activities

For the nine months ended September 30, 2025 and 2024, net cash used in operating activities were $47,253 and $27,260 respectively. The cash used was caused mainly due to no revenue being earned in the nine months ended September 30, 2025, while expenses were incurred and accruals were settled in the nine months ended September 30, 2025.

Cash Generated From Investing Activities

For the nine months ended September 30, 2025 and 2024, the net cash generated from investing activities were $39,283 and $650 respectively. The investing cash flow performance primarily reflects the proceeds from the disposal of 8,500,000 shares of JOCOM Holdings Corp. to an unrelated third party.

Cash Generated From Financing Activities

For the nine months ended September 30, 2025 and 2024, net cash generated from financing activities were $0 and $22,500. The financing cash flow performance primarily reflects the share subscription received in advance

Credit Facilities

We do not have any credit facilities or other access to bank credit.

Off-balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of September 30, 2025.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 4 CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures:

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2025. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer. Based upon that evaluation, our Chief Executive Officer concluded that, as of September 30, 2025, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of September 30, 2025, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

1. We plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function. The accounting personnel is responsible for reviewing the financing activities, facilitate the approval of the financing, record the information regarding the financing, and submit SEC filing related documents to our legal counsel in order to comply with the filing requirements of SEC.

2. We intend to add staff members to our management team for making sure that information required to be disclosed in our reports filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and will the staff members will have segregated responsibilities with regard to these responsibilities.

We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2025.

Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None

ITEM 6. Exhibits

Exhibit No.		Description

31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*

31.2		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer*

32.1		Section 1350 Certification of principal executive officer *

32.2		Section 1350 Certification of principal financial officer *

101.INS		Inline XBRL Instance Document*

101.SCH		Inline XBRL Schema Document*

101.CAL		Inline XBRL Calculation Linkbase Document*

101.DEF		Inline XBRL Definition Linkbase Document*

101.LAB		Inline XBRL Label Linkbase Document*

101.PRE		Inline XBRL Presentation Linkbase Document*

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SEATech Ventures Corp.
	(Name of Registrant)

Date: November 14, 2025
	By:	/s/ LEE MARCUS SHERRAY
	Title:	Chief Executive Officer, President, Director

Date: November 14, 2025	By:	/s/ LOKE SEBASTIAN MUN FOO
	Title:	Chief Financial Officer, Treasurer, Director

SEATech Ventures Corp. 10-Q