APGH 10-K & 10-Q changes, risk factors and insider trading
AleeanPeace Group Holdings Ltd · OTC · Services-Miscellaneous Business Services · CIK 1763660 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
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.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“The financial statements included in this Annual Report have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplate continuation of the Company as a going concern. The going-concern basis assumes that assets are realized and liabilities are extinguished in the ordinary course of business at amounts disclosed on the financial statements. …”see in full comparison
“To address these conditions, Management is actively pursuing several strategic initiatives to improve our liquidity and capital position, especially after transition period of management. These plans include but not limited to seeking additional private placements of equity, implementing cost-reduction measures in our operations, and leveraging our recent expansion into corporate advisory services and family office management in Hong Kong and Southeast Asia to generate immediate fee-based revenue. …”see in full comparison
“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. …”see in full comparison
“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. …”see in full comparison
“Accounts receivable are recorded at the invoiced amount less an allowance for any uncollectible accounts. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history and the current economic conditions to make an adjustment to the allowance when it is considered necessary. …”see in full comparison
The net loss wassee in full comparison$156,926 for the year ended December 31, 2024 as compared to $302,829$39,341 for the year ended December 31,2023.2025 as compared to $156,926 net loss for the year ended December 31, 2024. The decreaseinof net loss of$145,903$117,585 was associated with thelesserhigher other income derived in the current year and lower general and administrative expenses incurred for the year ended December 31,2024. Taking into the loss for the year ended December 31, 2024, the accumulated loss for the Company has increased from $896,909 to $1,053,835.2025.
Full comparison: every changed paragraph (24)
The
purpose of SEATech Ventures
(HK) Limited is to become the current regional hub for business activities and to engage in operational functions.
SEATech Ventures (HK)
Limited owns 100% of SEATech CVC Sdn. Bhd. and SEATech Ventures Sdn.
Bhd. respectively,
whichrespectively. both companies are in Malaysia, asAs part of ourthe businessCompany developmentdevelopment, initiative.SEATech Ventures (HK) Limited completed
the sale of its 100% equity interests in SEATech Ventures Sdn. Bhd. and SEATech CVC Sdn. Bhd. to Mr. Chin Chee Seong, the former
Chief Executive Officer, President, Secretary, Treasurer and Director, on October 28, 2025.
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.
The Company did not generate revenue for the year ended December 31, 2025 and 2024.
The Company generated revenue of $0 and $328,340 for
the year ended December 31, 2024 and 2023. The revenue represented income from provision of business mentoring, nurturing and incubation
services relating to client businesses and corporate development advisory services. A decrease of revenue was due no revenue deal
flow during the year ended December 31, 2024.
For the year ended December 31, 2025 and 2024, the Company did not incur cost of revenue and did not generate gross profit for the year ended December 31, 2025 and 2024.
For the year ended December 31, 2024 and 2023, cost
incurred in providing corporate development advisory services is $0 and $251,700. The decrease of cost of revenue is associated with the
decrease in revenue for the year ended December 31, 2024. The Company generates gross profits of $0 and $76,640 for the year ended December
31, 2024 and 2023.
Selling
and distribution expenses for the year ended
December 31, 20242025 and 20232024 amounted to $65$0 and $835$65 respectively. These expenses comprised
expenses on website and website maintenance,
marketing and networking event. The decrease of selling and distribution expenses is associated
with lesserthe Company did not incur marketing expenses incurred
for the year ended December 31, 2024.2025.
General
and administrative expenses for the year ended
December 31, 20242025 and 20232024 amounted to $157,382$97,302 and $378,634$157,382 respectively. These expenses
are comprised of salary, professional fee, compliance
fee, office and operation expenses. The decrease of general and administrative
expenses is associated with lesser general and administrative
expenses incurred for the year ended December 31, 2024.2025 due to resignation of directors and officers, lesser professional fees.
The
Company recorded an amount of $521$57,961 and $0$521 as other income for the year ended December 31, 2025 and 2024 respectively. For the
year ended December 31, 2025, the other income was derived from the gain on disposal of other investment and gain on disposal of
subsidiaries while for the year ended December 31, 2024 andthe 2023 respectively. Thisother income iswas derived from the foreign exchange gain.
The
net loss was $156,926 for the year ended December
31, 2024 as compared to $302,829$39,341 for the year ended December 31, 2023.2025 as compared to $156,926 net loss for the year ended December 31, 2024. The
decrease inof net loss of $145,903$117,585 was associated with the lesser
higher other income derived in the current year and lower general and
administrative expenses incurred for the year ended December 31, 2024. Taking into the loss for the year ended December 31,
2024, the accumulated loss for the Company has increased from $896,909 to $1,053,835.2025.
The financial statements included in this Annual Report have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplate continuation of the Company as a going concern. The going-concern basis assumes that assets are realized and liabilities are extinguished in the ordinary course of business at amounts disclosed on the financial statements. The Company’s ability to continue as a going concern depends on its ability to generate profitable operations and/or obtain additional financing to meet its obligations and sustain its operations. For the year ended December 31, 2025, the Company incurred a net loss of $39,341, suffered accumulated deficit of $1,093,176 and experienced negative cash flows from operating activities of $50,073. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.
Management Plan
To address these conditions, Management is actively pursuing several strategic initiatives to improve our liquidity and capital position, especially after transition period of management. These plans include but not limited to seeking additional private placements of equity, implementing cost-reduction measures in our operations, and leveraging our recent expansion into corporate advisory services and family office management in Hong Kong and Southeast Asia to generate immediate fee-based revenue. While there is no guarantee that these efforts will be successful, Management believes these actions will provide the necessary capital to sustain operations through the 2026 fiscal year.
For
the year ended December 31, 20242025 and 2023,2024, net
cash used in operating activities was $39,982 and $124,661. The cash used in operating activities was $50,073 and $39,982. The cash used in operating
activities was mainly for payment of sales and
marketing and general and administrative expenses.
For
the year ended December 31, 2025, net cash provided by financing activities was $0. For the year ended December 31, 2024, net cash
provided provided
by financing activities was $22,500. ForThe the year ended December 31, 2023, net cash provided by financing activities was $20,000. The
financing cash flow performance primarily reflects the share subscription received
in advance in advance.the prior year.
Cash
Provided by / (Used in) Investing Activities
For
the financial year ended December 31, 2024,2025, the
net cash provided by investing activities was $650.$39,283. For the financial year ended
December 31, 2023,2024, the net cash usedprovided inby investing activities
was $650. The investing cash flow performance primarily reflects
the divestment or investment in other companies.companies and disposal of subsidiaries.
Critical
Accounting Policies and Estimates
Management has determined that the Company has no critical accounting estimates.
Accounts receivable
Accounts receivable are recorded at the invoiced amount
less an allowance for any uncollectible accounts. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing
basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s
financial condition, credit history and the current economic conditions to make an adjustment to the allowance when it is considered necessary.
Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery
is considered remote.
Revenue recognition
In
accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic
606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms
of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations
in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance
obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to
contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers
to its clients.
Revenue
is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The
Company derives its revenue from provision of business mentoring, nurturing, incubating and corporate development advisory services to
ICT and technology-based companies.
What changed in the latest 10-Q
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.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“AleeanPeace Group Holdings Limited (the Company) operates as a holding company, conducting its business operations and strategic initiatives through its operating subsidiaries. The Company currently executing a strategic transition period to realign and expand its business operations and corporate focus. While continuing to support certain foundational operations—including corporate development advisory services—the Company is actively broadening its operational scope. …”see in full comparison
“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. …”see in full comparison
“As part of our expansion plan, on September 20, 2022 Greenpro Capital Corp., a related party (NASDAQ: GRNQ) appointed SEATech Ventures (HK) Limited as a listing sponsor to engage potential token issuers to list on Green-X, the World’s first Shariah-Compliant ESG (environment, social and governance) Digital Asset Exchange (“DAX”) in Labuan, Malaysia. …”see in full comparison
“Historically, the Company has engaged in providing business mentoring services, nurturing and incubation services relating to client businesses, corporate development advisory services to entrepreneurs in the broader technology industry, and security token offering (STO) advisory services for digital/physical asset-backed companies. …”see in full comparison
“The strategic transition of our business focus is subject to significant business, economic, regulatory, and competitive uncertainties. There can be no assurance that our strategic pivot will be successfully implemented, that our new focus areas will generate anticipated revenues or operations, or that regulatory frameworks governing digital assets and STOs will remain favorable or permit our planned activities. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.”see in full comparison
“The Company has evaluated legacy operations (including historical ICT mentorship and Labuan digital asset advisory initiatives) and determined to reallocate corporate resources entirely toward wealth management and family office services. While legacy frameworks remain permissible under our corporate charter, they no longer represent our core business model or revenue strategy. Our primary operational and financial resources are now fully dedicated to scaling our comprehensive multi-family office ecosystem and financial solutions.”see in full comparison
Full comparison: every changed paragraph (23)
AleeanPeace Group Holdings Limited (the Company) operates as a holding company, conducting its business operations and strategic initiatives through its operating subsidiaries. The Company currently executing a strategic transition period to realign and expand its business operations and corporate focus. While continuing to support certain foundational operations—including corporate development advisory services—the Company is actively broadening its operational scope. As part of this strategic evolution, the Company is exploring and positioning itself to pursue one-stop multi-family office services and financial solutions provider. The Company is dedicated to providing tailored wealth succession, asset management advisory, corporate advisory, financial training and family governance solutions to high-net-worth individuals, families, and diverse clientele mainly in Hong Kong and Southeast Asia.
Historically, the Company has engaged in providing business mentoring services, nurturing and incubation services relating to client businesses, corporate development advisory services to entrepreneurs in the broader technology industry, and security token offering (STO) advisory services for digital/physical asset-backed companies. Following changes in corporate leadership and strategic vision, the Company has phased out these legacy activities as its primary business focus and is currently realigning its operations around comprehensive wealth management, corporate secretarial, accounting, tax, trust, and family office advisory services targeted at high-net-worth individuals, families, and corporate clients.
At present, our physical office is in Unit 310, 3/F, New East Ocean Centre, 9 Science Museum Road, Kowloon, Hong Kong. Through our business development and expansion, our planned advisory service suite includes:
The Company has evaluated legacy operations (including historical ICT mentorship and Labuan digital asset advisory initiatives) and determined to reallocate corporate resources entirely toward wealth management and family office services. While legacy frameworks remain permissible under our corporate charter, they no longer represent our core business model or revenue strategy. Our primary operational and financial resources are now fully dedicated to scaling our comprehensive multi-family office ecosystem and financial solutions.
The strategic transition of our business focus is subject to significant business, economic, regulatory, and competitive uncertainties. There can be no assurance that our strategic pivot will be successfully implemented, that our new focus areas will generate anticipated revenues or operations, or that regulatory frameworks governing digital assets and STOs will remain favorable or permit our planned activities. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
SEATech
Ventures Corp. is a company that operates through its wholly owned subsidiary, SEATech Ventures Corp., a Company registered in Labuan,
Malaysia, which in turn owns 100% of SEATech Ventures (HK) Limited, the operating Hong Kong Company which is described below. The purpose
of SEATech Ventures Corp. Labuan, Malaysia is to act as a holding company.
The
purpose of SEATech Ventures (HK) Limited is to become the current regional hub for business activities and to engage in operational functions.
At
present, our physical office is in B-23A-02, G-Vestor Tower, Pavilion Embassy, 200, Jalan Ampang, 50450 Kuala Lumpur, Malaysia.
SEATech
Ventures Corp. group of companies business activities is that of providing business mentoring services, nurturing and incubation services
relating to client businesses and corporate development advisory services to entrepreneurs in the broader technology industry, but with
a specific focus on the information and communication technology industry. We will, focus our efforts on nurturing ICT entrepreneurs
in Asia. Our advisory services will center on our “ICT Start-Up Mentorship Program”, which is designed to assist tech-based
entrepreneurs in solving ICT industry pain points caused by technical insufficiencies, inappropriate financial modelling and weak strategic
positioning Our advisory services aim to improve the technical exposure of our clients and to improve their sustainability in the ICT
industry community through a combination of mentorship programs.
As
part of our expansion plan, on September 20, 2022 Greenpro Capital Corp., a related party (NASDAQ: GRNQ) appointed SEATech Ventures (HK)
Limited as a listing sponsor to engage potential token issuers to list on Green-X, the World’s first Shariah-Compliant ESG (environment,
social and governance) Digital Asset Exchange (“DAX”) in Labuan, Malaysia. According to a 2022 report by global consulting
firm BCG, the asset tokenization market was projected to expand from approximately US$310 billion in 2022 to US$16.1 trillion by 2030,
representing a significant long-term growth opportunity in the digital asset sector. (Source: World Economic Forum – Global
Agenda Council, BCG Analysis). As a DAX listing sponsor, SEATech Ventures (HK) Limited focus on digital/physical asset-backed companies
in the STO (security token offering) listing on Green-X.
For
the three months and six months ended MarchJune 31,30, 2026 and 2025
The
Company did not generate revenue for the three months and six months ended MarchJune 31,30, 2026 and 2025.
For
the three months and six months ended MarchJune 31,30, 2026 and 2025, the Company did not incur any cost of revenue and did not generate gross
profit for the
three months and six months ended MarchJune 31,30, 2026 and 2025 respectively.
For
the three months and six months ended MarchJune 31,30, 20262026, we had general and administrative expenses in the amount of $9,046 and $11,864 respectively,
while for the three months and six months ended June 30, 2025, we had general and administrative expenses in the amount of $2,818$17,721 and $31,674
$48,180 respectively,
which were primarily comprised of salary, professional fee, compliance fee, office and operation expenses. The
decrease of general and
administrative expenses for the three months ended March 31, 2026 was primarily attributable to the reduced personnel costs and office
and operation expenses for
due to resignation of directors and officers, lesser professional fees.
Net
ProfitLoss
For the three months and six months ended June 30, 2026, the Company has incurred a net loss of $9,047 and $7,588 respectively. For the three months and six months ended June 30, 2025, the Company has incurred a net loss of $22,360 and $14,191 respectively. The decrease in net loss during the three months and six months ended June 30, 2026 was mainly due to the decrease of general and administrative expenses.
For the three months ended March 31, 2026 and 2025, the Company has generated
a net profit of $1,459 and $7,417 respectively. The decrease in net profit during three months ended March 31, 2026 was due to large income
recognized from the profit on sale of investment of $38,433 for the three months ended March 31, 2025 which did not occur during the three
months ended March 31, 2026.
As
of MarchJune 31,30, 2026 and 2025, we had cash and cash equivalents of $460$447 and $5,702$4,908 respectively. We expect increased levels of operating
activities going forward will result in more significant cash flows.
For
the threesix months ended MarchJune 31,30, 2026 and 2025, net cash used in operating activities were $5$18 and $45,825$48,441 respectively. The decrease was
was mainly due to the reduced costs and office and operation expenses for the threesix months ended MarchJune 31,30, 2026.
For
the threesix months ended MarchJune 31,30, 2026 and 2025, the net cash generated from investing activity were $0 and $39,282.$40,583. The investing cash flow
flow performance primarily reflects the proceeds from the disposal of 8,500,000 shares of JOCOM Holdings Corp. to an unrelated third party
party for the threesix months ended MarchJune 31,30, 2025.
Cash
Generated From Financing ActivityActivities
For
the threesix months ended MarchJune 31,30, 2026 and 2025, net cash generated from financing activityactivities were $0 and $0.
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 MarchJune 31,30, 2026.
APGH insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding APGH (13F)
None of the 59 investors we track reported a position in their latest 13F.