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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 June 30, 2021

 

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 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 +852 83311767

 

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 August 13, 2021
Common Stock, $.0001 par value   92,519,867

 

 

 

 

 

 

TABLE OF CONTENTS

 

    Page
PART I FINANCIAL INFORMATION  
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: F-1
  Condensed Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020 (audited) F-2
  Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three months and Six months Ended June 30, 2021 and 2020 (unaudited) F-3
  Condensed Consolidated Statements of Changes in Equity for the Six months Ended June 30, 2021 and 2020 F-4
  Condensed Consolidated Statements of Cash Flows for the Six months Ended June 30, 2021 and 2020 (unaudited) F-5
  Notes to the Condensed Consolidated Financial Statements F-6 - F-13
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

 

2

 

 

PART I FINANCIAL INFORMATION

 

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

 

SEATECH VENTURES CORP

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

  Page
Condensed Consolidated Financial Statements  
   
Condensed Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020 (audited) F-2
Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three months and Six months Ended June 30, 2021 and 2020 (unaudited) F-3
Condensed Consolidated Statements of Changes in Equity for the Six months Ended June 30, 2021 and 2020 (unaudited) F-4
Condensed Consolidated Statements of Cash Flows for the Six months Ended June 30, 2021 and 2020 (unaudited) F-5
Notes to the Condensed Consolidated Financial Statements F-6 - F-13

 

F-1

 

 

SEATECH VENTURES CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2021, AND DECEMBER 31, 2020

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

 

    As of     As of  
   

June 30, 2021

    December 31, 2020  
    Unaudited     Audited  
ASSETS                
CURRENT ASSETS                
Cash and cash equivalents   $ 215,348     $ 281,299  
Accounts receivable     -       170,800  
Deposits paid, prepayments and other receivables     563       1,237  
Total Current Assets   $ 215,911     $ 453,336  
                 
NON-CURRENT ASSETS                
 Investment in other companies   $ 3,365     $ 1,015  
                 
TOTAL ASSETS     219,276       454,351  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
CURRENT LIABILITIES                
Amount due to a director     1,631       1,631  
Accounts payable     -       159,800  
Accrued expenses and other payable     13,269       22,369  
Total Current Liabilities   $ 14,900     $ 183,800  
TOTAL LIABILITIES   $ 14,900     $ 183,800  
                 
STOCKHOLDERS’ EQUITY                
Preferred stock, $0.0001 par value; 200,000,000 shares authorized; None issued and outstanding     -       -  
Common Shares, par value $0.0001; 600,000,000 shares authorized, 92,519,867 and 92,519,867 shares issued and outstanding as of June 30, 2021 and December 31, 2020   $ 9,252     $ 9,252  
Additional paid in capital     659,958       659,958  
Accumulated other comprehensive loss     (122 )     (122 )
Accumulated deficit     (464,713 )     (398,537 )
TOTAL STOCKHOLDERS’ EQUITY   $ 204,375     $ 270,551  
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   $ 219,276     $ 454,351  

 

See accompanying notes to condensed consolidated financial statements.

 

F-2

 

 

SEATECH VENTURES CORP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSSES

FOR THE SIX MONTHS ENDED JUNE 30, 2021 and 2020

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

(Unaudited)

 

      2021       2020       2021       2020  
   

Three months ended

June 30

   

Six months ended

June 30

 
    2021     2020     2021     2020  
    $     $     $     $  
REVENUE     120,000       -       122,400       -  
                                 
COST OF REVENUE     (107,600 )     -       (110,000 )     -  
                                 
GROSS PROFIT     12,400       -       12,400       -  
                                 
OTHER INCOME     1,016       1,423       1,041       1,447  
                                 
SELLING AND DISTRIBUTION EXPENSES     (79 )     (3,297 )     (285 )     (11,532 )
                                 
GENERAL AND ADMINSTRATIVE EXPENSES     (51,389 )     (31,483 )     (79,332 )     (61,207 )
                                 
LOSS BEFORE INCOME TAX     (38,052 )     (33,357 )     (66,176 )     (71,292 )
                                 
INCOME TAX PROVISION     -       -       -       -  
                                 
NET LOSS     (38,052 )     (33,357 )     (66,176 )     (71,292 )
                                 
TOTAL COMPREHENSIVE LOSS     (38,052 )     (33,357 )     (66,176 )     (71,292 )
                                 
NET INCOME /(LOSS) PER SHARE – BASIC AND DILUTED     -       -       -       -  
                                 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED     92,519,867       92,286,038       92,519,867       92,286,038  

 

See accompanying notes to condensed consolidated financial statements.

 

F-3

 

 

SEATECH VENTURES CORP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2021 and 2020

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

(Unaudited)

 

Six months Ended June 30, 2021 (Unaudited)

 

              1       2       3       4     5  
    COMMON SHARES     ADDITIONAL     ACCUMULATED OTHER              
    Number of Shares     Amount     PAID-IN CAPITAL     COMPREHENSIVE INCOME     ACCUMULATED DEFICIT     TOTAL EQUITY  
                                     
Balance as of December 31, 2020     92,519,867     $ 9,252     $ 659,958     $                (122 )   $ (398,537 )   $ 270,551  
 Net loss for the period     -       -       -       -       (66,176 )     (66,176 )
Balance as of June 30, 2021     92,519,867     $ 9,252     $ 659,958     $ (122 )   $ (464,713 )     204,375  

 

Six months Ended June 30, 2020 (Unaudited)

 

    COMMON SHARES     ADDITIONAL     ACCUMULATED OTHER              
    Number of Shares     Amount     PAID-IN CAPITAL     COMPREHENSIVE INCOME     ACCUMULATED DEFICIT     TOTAL EQUITY  
Balance as of December 31, 2019     92,176,667     $ 9,218     $ 316,792     $                 (122 )   $ (291,351 )   $ 34,537  
Shares issued in Initial Public Offering completed on May 4, 2020 at $1.00 per share     343,200       34       343,166       -       -       343,200  
Net loss for the period     -       -       -       -       (71,292 )     (71,292 )
Balance as of June 30, 2020     92,519,867     $ 9,252     $ 659,958     $ (122 )   $ (362,643 )   $ 306,445  

 

F-4

 

 

SEATECH VENTURES CORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2021 and 2020

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

(Unaudited)

 

   

Six months ended

June 30, 2021

   

Six months ended

June 30, 2020

 
             
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net loss   $ (66,176 )   $ (71,292 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Depreciation     -          
Changes in operating assets and liabilities:                
Accounts receivable     170,800       -  
Accounts payable     (159,800 )     -  
Amount due to a director     -       -  
Deposit     675       -  
Other payables and accrued liabilities     (9,100 )     (301,127 )
Net cash used in operating activities   $ (63,601 )   $ (372,419 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:                
Investment in other companies     (2,350 )     -  
Net cash used in investing activities   $ (2,350 )   $ -  
                 
CASH FLOWS FROM FINANCING ACTIVITIES:                
Issuance of share capital at par value, being  net cash generated from financing activity   $ -     $ 343,200  
                 
Effect of exchange rate changes on cash and cash equivalents     -       -  
                 
Net change in cash and cash equivalents     (65,951 )     (29,219 )
                 
Cash and cash equivalents, beginning of period     281,299       339,809  
CASH AND CASH EQUIVALENTS, END OF PERIOD   $ 215,348     $ 310,590  
                 
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 SIX MONTHS ENDED JUNE 30, 2021

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

(UNAUDITED)

 

1. DESCRIPTION OF BUSINESS AND ORGANIZATION

 

SEATech Ventures Corp is organized as a Nevada limited liability company, incorporated on April 2, 2018. For purposes of consolidated financial statement presentation, SEATech Venture Corp and its subsidiary 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 SEATech Ventures (HK) Limited, a private limited company incorporated in Hong Kong.

 

Details of the Company’s subsidiaries:

 

  Company name   Place and date of
incorporation
  Particulars of issued capital   Principal activities
               
1. SEATech Ventures Corp   Labuan / March 12, 2018   100 share of ordinary share of US$1 each   Investment holding
               
2. SEATech Ventures (HK) Limited   Hong Kong / December 13, 2018  

1 ordinary share of HKD$1

  Business mentoring, nurturing and incubation, and corporate development advisory services

 

F-6

 

 

SEATECH VENTURES CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2021

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

(UNAUDITED)

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The consolidated financial statements for SEATech Ventures Corp. and its subsidiaries for the six months ended June 30, 2021 is prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of SEATech Ventures Corp. and its wholly owned subsidiaries, SEATech Ventures Corp. and SEATech Ventures (HK) Limited. Intercompany accounts and transactions have been eliminated on consolidation. The Company has adopted December 31 as its fiscal year end.

 

Basis of consolidation

 

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

 

Use of estimates

 

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

 

Cash and cash equivalents

 

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

 

F-7

 

 

SEATECH VENTURES CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2021

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

(UNAUDITED)

 

Income taxes

 

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

 

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

 

Going Concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the year ended June 30, 2021, the Company incurred a net loss of $66,176 and has generated minimal revenue. 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 shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stock holders, in the case of equity financing.

 

F-8

 

 

SEATECH VENTURES CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2021

(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

 

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

 

The reporting currency of the Company is United States Dollars (“US$”). The Company’s subsidiary in Labuan and Hong Kong maintains its books and record in United States Dollars (“US$”) respectively, and Ringgits Malaysia (“RM”) is functional currency as being the primary currency of the economic environment in which the entity operates.

 

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

 

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

 

   

As of and for
the period ended

June 30, 2021

   

As of and for
the period ended

June 30, 2020

 
             
Period-end RM : US$1 exchange rate     4.1331       4.2849  
Period-average RM : US$1 exchange rate     4.0958       4.3214  
Period-end HK$: US$1 exchange rate     7.7615       7.7504  
Period-average HK$ : US$1 exchange rate     7.7615       7.7521  

 

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 SIX MONTHS ENDED JUNE 30, 2021

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

(UNAUDITED)

 

Fair value of financial instruments:

 

The carrying value of the Company’s financial instruments: cash and cash equivalents, accounts receivable, 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, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

 

F-10

 

 

SEATECH VENTURES CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2021

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

(UNAUDITED)

 

3. COMMON STOCK

 

As of June 30, 2021 and 2020, SEATech Ventures Corp has an issued and outstanding common share of 92,519,867.

 

4. CASH AND CASH EQUIVALENTS

 

As at June 30, 2021, the Company recorded $215,911 of cash and cash equivalents which primarily consists of cash in bank.

 

5. INVESTMENT IN OTHER COMPANIES

 

    As of     As of  
   

June 30, 2021

(Audited)

   

December 31, 2020

(Audited)

 
AsiaFIN Holding Corp1     1,015       1,015  
Pentaip Technology Inc.2     200       -  
Angkasa-X Holdings Corp.3     1,300       -  
JOCOM Holdings Corp.4     850       -  
Total investment in other companies   $ 3,365     $ 1,015  

  

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 service 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 align with the company’s focus on the ICT industry.

 

2 On January 11, 2021, the company has invested in Pentaip Technology Inc. during the private placement stage. Pentaip Technology Inc. is a company providing wealth management services with integration of Artificial Intelligence (AI) by using mathematical algorithms to make investment decisions with no human supervision. SEATech Ventures Corp also provides corporate development, mentoring, and incubation services to Pentaip Technology Inc. The investment in Pentaip Technology Inc. is a strategic investment of the company.

 

3 On February 5, 2021, the company has invested in Angkasa-X Holdings Corp. during the private placement stage. Angkasa-X Holdings Corp is a company focuses on research and development and commercializes on intellectual property design for communication satellites. SEATech Ventures Corp also provides corporate development, mentoring, and incubation services to Angkasa-X Holdings Corp. The investment in Angkasa-X Holdings Corp. is a strategic investment of the company.

 

4 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.

 

6. OTHER PAYABLES AND ACCRUED LIABILITIES

 

Other payables and accrued liabilities consisted of the following at June 30, 2021 and December 31, 2020:

 

    As of
June 30, 2021
    As of
December 31, 2020
 
Accrued audit fees   $ 9,000     $ 10,880  
Accrued expenses     1,309       1,309  
Accrued professional fees     2,960       10,180  
Total payables and accrued liabilities   $ 13,269     $ 22,369  

 

F-11

 

 

SEATECH VENTURES CORP

NOTES TO CONDENSED FINANCIAL STATEMENT

FOR THE SIX MONTHS ENDED JUNE 30, 2021

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

(UNAUDITED)

 

7. AMOUNT DUE TO A DIRECTOR

 

The amount represented advances from a director to the Company, which is unsecured, interest-free with no fixed repayment term, for working capital purpose. Imputed interest is considered insignificant.

 

   

As of

June 30, 2021 (Unaudited)

   

As of

December 31, 2020 (Audited)

 
Amount due to director     1,631       1,631  
                 
Total amount due to director   $ 1,631     $ 1,631  

 

 

8. INCOME TAXES

 

For the six months ended June 30, 2021, the local (United States) and foreign components of income/ (loss) before income taxes were comprised of the following:

 

   

Six months ended

June 30, 2021

(Unaudited)

   

Six months ended

June 30, 2020

(Unaudited)

 
             
Tax jurisdictions from:                
Local   $ (14,726 )   $ (26,393 )
Foreign, representing                
- Labuan     (26,468 )     (27,197 )
- Hong Kong   $ (24,982 )   $ (17,702 )
Loss before income tax   $ (66,176 )   $ (71,292 )

 

The provision for income taxes consisted of the following:

 

   

For the period ended

June 30, 2021

   

For the year ended

December 31, 2020

 
Current:                                   
- Local     -       -  
- Foreign     -       -  
Deferred:                
- Local     -       -  
- Foreign     -       -  
                 
Income tax expense   $ -     $ -  

 

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


United States of America

 

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of June 30, 2021, the operations in the United States of America incurred $304,181 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 $63,878 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards 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 CORP is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of 16.5% on its assessable income.

 

F-12

 

 

SEATECH VENTURES CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2021

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

(UNAUDITED)

 

9. COMMITMENTS AND CONTINGENCIES

 

As of June 30, 2021, the Company has no commitments or contingencies involved.

 

10. RELATED PARTY TRANSACTIONS

 

For the period ended June 30, 2021 the Company has the following transactions with related party:

 

   

For the period ended
June 30, 2021

(Unaudited)

   

For the period ended

June 30, 2020

(Unaudited)

 
Company Secretary Fees :                
- Related party A   $ 7,746     $ 5,000  
                 
Professional Fees:                
- Related party A   $ 13,600     $ 1,800  
                 
Sales                
- Related party B   $ 122,400     $ -  
                 
Cost of Sales                
- Related party A   $ 110,000       -  
                 
Total     245,746       6,800  

 

The related party A, through its wholly owned subsidiaries is a 43.4% shareholder of the Company. Related party B represents company where the Company owns 13.80% percentage of the company.

 

11. CONCENTRATIONS OF RISKS

 

(a) Major customers

 

For three months ended June 30, 2021 and 2020, the customers who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at period-end are presented as follows:

 

    For the period ended June 30  
    2021     2020     2021     2020     2021     2020  
    Revenues     Percentage of Revenues     Accounts Receivable, Trade  
Customer A   $ 120,000     $ -       100 %     - %   $ -     $ -  
    $ 120,000     $ -       100 %     - %   $ -     $ -  

 

For six months ended June 30, 2021 and 2020, the customers who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at period-end are presented as follows:

 

    For the period ended June 30  
    2021     2020     2021     2020     2021     2020  
    Revenues    

Percentage

of Revenues

   

Accounts

Receivable,Trade

 
Customer A   $ 122,400     $ -       100 %     - %   $ -     $ -  
    $ 122,400     $ -       100 %     - %   $ -     $ -  

 

(b) Major vendors

 

For three months ended June 30, 2021 and 2020, the vendors who accounted for 10% or more of the Company’s purchases and its accounts payable balance at period-end are presented as follows:

 

    For the period ended June 30  
    2021     2020     2021     2020     2021     2020  
    Purchases    

Percentage of Purchases

   

Accounts
Payable,Trade

 
Vendor A   $ 107,600     $ -       100 %     100 %   $ -     $ -  
    $ 107,600     $ -       100 %     100 %   $ -     $ -  

 

For six months ended June 30, 2021 and 2020, the vendors who accounted for 10% or more of the Company’s purchases and its accounts payable balance at period-end are presented as follows:

 

    For the period ended June 30  
    2021     2020     2021     2020     2021     2020  
    Purchases    

Percentage

of Purchases

   

Accounts

Payable,Trade

 
Vendor A   $ 110,000     $ -       100 %     100 %   $ -     $ -  
    $ 110,000     $ -       100 %     100 %   $ -     $ -  

 

(c) 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.

 

12. SIGNIFICANT EVENT

 

Imposition of Movement Control Order

 

On 16 March 2020, the Malaysian Government had announced the imposition of a Movement Control Order (“MCO”) nationwide to curb the spread of COVID-19 in Malaysia, under the Prevention and Control of Infectious Disease Act 1958 and the Police Act 1987. Under the MCO, only businesses categorized under essential services (e.g. water, electricity, energy, telecommunications, postal, transportation, banking, health, pharmacy and food supply etc.) are allowed to operate with limited business hours. All other non-essential businesses were required to halt physical operations during this period.

 

Before the financial statements were made out, the Board of Directors had considered the impact of COVID-19 outbreak in Malaysia, which would have affected the financial position, performance and cash flow of the Company as ended on the reporting date thereon.

 

The Management concluded that the impact of non-adjusting events from the COVID-19 outbreak has not significantly affected the fair value of the financial assets or liabilities and non-financial assets of the Company, including the classification of current and non-current items that were presented on the reporting date.

 

13. SUBSEQUENT EVENT

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2020 up through the date July 31, 2020. During this period, there was no subsequent event that required recognition or disclosure.

 

F-13

 

 

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

 

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form S-1 Amendment No.3, dated May 30, 2019, for the period ended June 30, 2021 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 S-1. The following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated 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 guarantees 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 S-1 Amendment No.3, dated May 30, 2019, 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 transition report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.

 

Company Overview

 

SEATech Ventures Corp, the US Company, operates through its wholly owned subsidiary, SEATech Ventures Corp, a Labuan Company; which operates through its wholly owned subsidiary, SEATech Ventures (HK) Limited, a Hong Kong Company; The US, Labuan act solely for holding purposes whereas all current and future operations in Hong Kong are planned to be carried out via SEATech Ventures (HK) Limited, the Hong Kong Company. The purpose of the Hong Kong Company is to function as the current regional hub, carrying out the majority of operations of the Company.

 

All of the previous entities share the same exact business plan with the goal of providing business mentoring services, nurturing and incubation services relating to client businesses and corporate development advisory services to entrepreneurs in the broader technology industry, but with a specific focus on the information and communication technology industry. We will, at least initially, primarily focus our efforts on nurturing ICT entrepreneurs in Asia. Our advisory services will center on our “ICT Start-Up Mentorship Program”, which is designed to assist tech-based entrepreneurs in solving ICT industry pain points caused by technical insufficiencies, inappropriate financial modelling and weak strategic positioning within a competitive environment.

 

3

 

 

Results of Operation

 

For the six months ended June 30, 2021 and 2020

 

Revenues

 

For six months ended June 30, 2021 and 2020, the Company has generated revenue of $122,400 and $0. The revenue generated was the result of corporate development advisory service rendered by the Company.

 

Cost of Revenue and Gross Margin

 

For the six months ended June 30, 2021 and 2020, cost incurred arise in providing corporate development advisory services are $110,000 and $0, and the company generates a gross profits of $12,400 and $0 the for the six months ended June 30, 2021 and 2020.

 

Selling and marketing expenses

 

For the six months ended June 30, 2021 and 2020, we had selling and distribution expenses in the amount of $285 and $11,532, which was primarily comprised of marketing expenses and expenses incurred for selling of services.

 

General and administrative expenses

 

For the six months ended June 30, 2021 and 2020, we had general and administrative expenses in the amount of $79,332 and $61,207 which was primarily comprised of company renewal fee, employee salary, and employee reimbursement.

 

Net Loss

 

For the six months ended June 30, 2021 and 2020, the Company has incurred a net loss of $66,176 and $71,292. The loss is mainly derived from the general and administrative expenses.

 

4

 

 

Liquidity and Capital Resources

 

As of June 30, 2021, we had cash and cash equivalents of $215,348. We had positive operating cash flows due to minimal operating activity, we expect increased levels of operating activities going forward will result in more significant cash outflows.

 

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 six months ended June 30, 2021 and 2020, net cash used in operating activities was $63,601 and $372,419 respectively, which were the result of our net loss attributable to selling and marketing costs, and general and administration expenses.

 

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 June 30, 2021.

 

Recent Accounting Pronouncements

 

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

 

5

 

 

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

ITEM 4 CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures:

 

Our management, with the participation of our Chief Executive Officer and Chief Investment Officer, evaluated the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Based on such evaluation, our Chief Executive Officer and Chief Investment Officer have concluded that the disclosure controls and procedures were effective as of June 30, 2021 to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the U.S. Securities and Exchange Commission’s (“SEC”) rules and forms, and to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Investment Officer, as appropriate, to allow timely decisions regarding disclosure.

 

Changes in Internal Control over Financial Reporting:

 

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

6

 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

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

 

Item 1A. Risk Factors.

 

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

 

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

 

None

 

Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None

 

7

 

 

ITEM 6. Exhibits

 

Exhibit No.   Description
     
31.1   Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*
     
31.2   Rule 13(a)-14(a)/15(d)-14(a) Certification of principal investment officer*
     
32.1   Section 1350 Certification of principal executive officer *
     
32.2   Section 1350 Certification of principal investment officer *
     
101.INS   XBRL Instance Document*
     
101.SCH   XBRL Schema Document*
     
101.CAL   XBRL Calculation Linkbase Document*
     
101.DEF   XBRL Definition Linkbase Document*
     
101.LAB   XBRL Label Linkbase Document*
     
101.PRE   XBRL Presentation Linkbase Document*

 

* Filed herewith.

 

8

 

 

SIGNATURES

 

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

 

  SEATech Ventures Corp
  (Name of Registrant)
     
Date: August 13, 2021    
  By: /s/ CHIN CHEE SEONG
  Title:

Chief Executive Officer,

President, Director, Secretary and Treasurer

 

Date: August 13, 2021 By: /s/ SEAH KOK WAH
  Title: Chief Investment Officer, Director

 

9

 

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, CHIN CHEE SEONG, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of SEATech Ventures Corp (the “Company”) for the quarter ended June 30, 2021;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 13, 2021 By: /s/ CHIN CHEE SEONG
    CHIN CHEE SEONG
   

Chief Executive Officer,

President, Director, Secretary, Treasurer

 

 

 

 

 

EXHIBIT 31.2

 

CERTIFICATION

 

I, SEAH KOK WAH, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of SEATech Ventures Corp (the “Company”) for the quarter ended June 30, 2021;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 13, 2021 By: /s/ SEAH KOK WAH
    SEAH KOK WAH
    Chief Investment Officer, Director

 

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of SEATECH VENTURES CORP (the “Company”) on Form 10-Q for the quarter ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: August 13, 2021 By: /s/ CHIN CHEE SEONG
    CHIN CHEE SEONG
    Chief Executive Officer,
    President, Director, Secretary, Treasurer

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of SEATECH VENTURES CORP (the “Company”) on Form 10-Q for the quarter ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: August 13, 2021 By: /s/ SEAH KOK WAH
    SEAH KOK WAH
    Chief Investment Officer, Director

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.