Asiafin Holdings Corp 10-K for FY2025
Asiafin Holdings Corp. (ASFH)
About this 10-K
Asiafin Holdings Corp filed this 10-K on April 1, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $5.13M
- up 51.6% from $3.38M a year earlier
- Net loss
- $85.33K
- compared with a net loss of $143.58K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
The Fiscal Year Ended
or
For the transition period from __________ to __________
Commission
File Number
(Exact name of registrant issuer as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Address of principal executive offices, including zip code
Registrant’s phone number, including area code
Securities registered pursuant to Section 12(b) of the Securities Exchange Act: None
Securities registered pursuant to Section 12(g) of the Securities Exchange Act: Common stock, par value of $0.0001
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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 ☐ | 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.
Yes
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Yes
☐ No
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
N/A
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes
☐ No
The
aggregate market value of the voting and non-voting common stock held by non-affiliates on June 30, 2025 (the last business day of our
most recently completed second fiscal quarter) was $
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at March 31, 2026 | |
| Common Stock, $ par value |
DOCUMENTS INCORPORATED BY REFERENCE
ASIAFIN HOLDINGS CORP.
FORM 10-K
For the Fiscal Year Ended December 31, 2025
Index
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantee of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:
| ● | The availability and adequacy of our cash flow to meet our requirements; | |
| ● | Economic, competitive, demographic, business and other conditions in our local and regional markets; | |
| ● | Changes or developments in laws, regulations or taxes in our industry; | |
| ● | Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities; | |
| ● | Competition in our industry; | |
| ● | The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business; | |
| ● | Changes in our business strategy, capital improvements or development plans; | |
| ● | The availability of additional capital to support capital improvements and development; and | |
| ● | Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC. |
This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Use of Defined Terms
Except as otherwise indicated by the context, references in this report to:
| ● | The “Company,” “we,” “us,” or “our,” “AsiaFIN” are references to AsiaFIN Holdings Corp., a Nevada corporation. | |
| ● | “Common Stock” refers to the common stock, par value $0.0001, of the Company; | |
| ● | “U.S. dollar,” “$” and “US$” refer to the legal currency of the United States; | |
| ● | “Securities Act” refers to the Securities Act of 1933, as amended; and | |
| ● | “Exchange Act” refers to the Securities Exchange Act of 1934, as amended. |
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PART I
ITEM 1. BUSINESS
Corporate History
AsiaFIN Holdings Corp., a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on June 14, 2019.
On June 14, 2019, Mr. Kai Cheong Wong was appointed Chief Executive Officer, President, Secretary, Treasurer and Director.
On September 18, 2020, Mr. Kok Wah Seah was appointed Director of the Company.
On December 18, 2019, we acquired 100% of the equity interests of AsiaFIN Holdings Corp. (the “Malaysia Company”), a private limited company incorporated in Labuan, Malaysia. In consideration of the equity interests of AsiaFIN Holdings Corp., our Chief Executive Officer, Mr. Wong was compensated $1 HKD.
On December 23, 2019, the Malaysia Company acquired AsiaFIN Holdings Limited (the “Hong Kong Company”), a private limited company incorporated in Hong Kong. In consideration of the equity interests of AsiaFIN Holdings Limited, our Chief Executive Officer, Mr. Wong was compensated $1 HKD.
On December 22, 2022, AsiaFIN Holdings Corp. entered into an Acquisition Agreement (the “Agreement”) with StarFIN Holdings Limited. (“SFHL”), a private limited company organized under the law of British Virgin Islands, and the shareholders of SFHL. Pursuant to the Agreement, the Company purchased 10,000 shares of SFHL (the “SFHL Shares”), representing all of the issued and outstanding shares of common stock of SFHL. As consideration, the Company agreed to issue to the shareholders of SFHL 8,232,038 shares of our common stock, at a value of $1.10 per share, for an aggregate value of $9,055,242. We consummated the acquisition of SFHL on February 23, 2023.
Our Chief Executive Officer, President, Director, Secretary and Treasurer, Mr. Kai Cheong Wong is also the director of SFHL. Prior to the acquisition, Mr. Kai Cheong Wong held 29.94% of our issued and outstanding securities and 57.10% of the issued and outstanding securities of SFHL, Swee Ping Hoo, the director of SFHL, held 10.91% of our issued and outstanding securities and 40.22% of the issued and outstanding securities of SFHL, and Cham Hui Yin, our Finance Manager, held 0.48% of the issued and outstanding securities of SFHL. Upon the consummation of the acquisition, Mr. Kai Cheong Wong, Swee Ping Hoo and Cham Hui Yin received 8,051,511 shares of our restricted common stock collectively.
Initially, the Company, through its subsidiaries, was in the business of providing market research studies and consulting services to its client, which were primarily in the payment solution industry.
After the acquisition of SFHL on February 23, 2023, we have broadened our service offerings in the information technology industry such as providing payment processing solution, software solution on regulatory and financial reporting (RegTech), including Environmental Social and Governance (ESG) consultancy & reporting and Robotic Process Automation (RPA) software solution across Asia.
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The table below sets forth details of the Company’s subsidiaries and associates:
| No. | Subsidiary Company Name | Domicile and Date of Incorporation | Particulars of Issued Capital | Principal Activities | ||||
| 1 | AsiaFIN Holdings Corp. | Labuan on July 15, 2019 | 1 share of common stock | Investment holding company | ||||
| 2 | AsiaFIN Holdings Limited | Hong Kong on July 5, 2019 | 1 share of common stock | Investment holding company | ||||
| 3 | StarFIN Holdings Limited | British Virgin Islands on August 19, 2021 | 10,000 shares of common stock | Investment holding company | ||||
| 4 | Insite MY Holdings Sdn Bhd (FKA StarFIN Asia Sdn Bhd) | Malaysia on May 24, 2018 | 11,400,102 shares of common stock | Investment holding company | ||||
| 5 | OrangeFIN Academy Sdn Bhd (FKA Insite MY.Com Sdn Bhd) | Malaysia on February 2, 2000 | 100,000 shares of common stock | Provision of business system integration and management services | ||||
| ` | ||||||||
| 6 | Insite MY Systems Sdn Bhd | Malaysia on January 18, 2000 | 500,000 shares of common stock | Provision of information technology services | ||||
| 7 | Insite MY Innovations Sdn Bhd | Malaysia on January 18, 2010 | 540,000 shares of common stock | Provision of information technology services | ||||
| 8 | OrangeFIN Asia Sdn Bhd | Malaysia on January 25, 2018 | 50,000 shares of common stock | Provision of computer programming activities and services | ||||
| 9 | TellUS Report Sdn Bhd | Malaysia on September 22, 2023 | 100 shares of common stock | Provision of information technology services |
| No. | Associate Company Name | Domicile and Date of Incorporation | Particulars of Issued Capital | Principal Activities | ||||
| 1 | Murni StarFIN Sdn Bhd | Malaysia on September 9, 2022 | 100,000 shares of common stock | Provision of information technology services | ||||
| 2 | KSP AsiaFIN Co., Ltd. (FKA KSP StarFIN Co., Ltd.) | Thailand on August 11, 2023 | 50,000 shares of common stock | Provision of information technology services |
Mr. Kai Cheong Wong is a director of all of the aforementioned companies.
Ms. Ghi Geok Khoo (Chanti) is the chief financial officer of the Company and the chief financial officer of Insite MY Holdings Sdn Bhd.
The Company’s executive office is located at Suite 30.02, 30th Floor, Menara KH (Promet), Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia.
Insite MY Systems Sdn Bhd and Insite MY Innovations Sdn Bhd are collectively referred to as “InsiteMY.”
As of the date of this Form 10-K, we beneficially own 40% and 49% of the voting shares of Murni StarFIN Sdn Bhd and KSP AsiaFIN Co., Ltd., respectively. We have a significant influence on these companies via share ownership, but they are not our subsidiaries. We refer to such companies as “associated companies”. The financials of these companies are not consolidated into our financial statements.
Below is the organization chart of the Group.
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Business Overview
AsiaFIN Holdings Corp. operates through its wholly owned subsidiaries by offering a range of system solutions in Payment Processing, Robotic Process Automation (RPA), and Regulatory Technology (RegTech) to financial institutions, regulatory agencies, professional service providers and private enterprises from various industries, with existing clients in the Asia region and Saudi Arabia. Our subsidiary, SFHL has over 90 bank customers for payment processing and RegTech, and our RPA solution system has more than 100 customers in Asia and Saudi Arabia.
Payment Processing (Fintech)
We have our own web-based payment processing system for check clearing used in central banks, financial institutions and payment system providers. This image-based check truncation system (CTS) is similar to the one used in the United States of America, under the CHECK21 standards. Our CTS systems are sold in Malaysia, Singapore, Indonesia, Philippines, Myanmar, Thailand, Pakistan, Bangladesh and in Saudi Arabia.
We also have a ISO20022 compliant payment gateway solutions for central bank and financial institutions that is capable of supporting the Straight Through Processing (STP) of all types of payment transactions (including SWIFT, Real-Time Gross Settlement (RTGS), GIRO (NACHA standards) and Fast and Secure Transfers (FAST) payment and extendable to interface with various types of payment gateways. Our STP payment gateway are sold in Malaysia, Myanmar and Indonesia.
Regulatory Technology
We have a RegTech system which conforms to XBRL reporting standards and other compliance reporting required by regulatory agencies such as central banks, securities commissions, tax authorities and company registries. Our RegTech reporting platform covers financial statistic reporting, credit risk exposure and analysis, risk management reports, Foreign Account Tax Compliance Act (FATCA) and EU Common Reporting Standard (CRS) reporting, external sector reporting, Goods and Services Tax (GST) reporting for reporting entities and lately e-Invoicing reporting for large corporations. We have more than 54 financial institutions and 61 large corporations using this RegTech platform.
Additionally, we have developed a RegTech Software as a Service (SaaS) solution for public listed companies and financial institution for Environmental, Social and Governance (ESG) compliant reporting and consultancy. ESG guidelines have already been issued by Bank Negara Malaysia, the central bank of Malaysia and Bursa Malaysia Stock Exchange for their members to reduce their carbon footprint. Our subsidiary, TellUS Report Sdn Bhd, was created to focus on this new line of business in both the consultancy and reporting.
Robotic Process Automation
We have our own Artificial Intelligence-based (or AI-based) RPA software solutions for financial institutions, large corporations and small medium enterprises. RPA utilizes software robots for the automation of mundane, labor intensive, manual computer operations. Robots are utilized for the processes where they help to reduce operational costs and also costs arising from human error. Our system automates the capturing of customer information from identity cards, passports and other identification documents. Our solution will automatically extract data from customers’ identity card, passport, and other identity documents and will immediately complete the forms, eliminating the friction and errors caused by manual input, through Intelligent Character Recognition technology and other AI-based technologies. Information extracted from an official identification document will then be checked against existing financial institutions’ databases for regulatory screening in internal blacklist check, anti-money laundering, credit scoring check, FATCA, CRS and ESG reporting, etc. Our AI-based RPA has helped companies in Malaysia, Philippines, Indonesia and Pakistan. We also have a joint venture company KSP AsiaFIN Co., Ltd. that has fully translated our AI-based RPA to the Thai language.
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Industry Overview
Payment Market
In the global market, the total transaction value in the Digital Payments market is projected to reach US$26.89 trillion in 20261. It is expected to grow at a compound annual growth rate (CAGR) of 7.6% from 2026 to 2030, reaching a projected total of US$36.09 trillion by 2030. The Mobile Point-of-Sale (POS) Systems market is experiencing significant growth, with an anticipated compound annual growth rate (CAGR) of approximately 12.0% over the forecast period from 2020 to 2033. The market valued at approximately US$8.50 billion in 2025, is projected to reach approximately US$15.30 billion by 20332.
The Digital Payments market segment is led by consumer transactions and includes payments for products and services which are made over the Internet as well as digital payments at point of sale (POS) via digital wallet applications and cross-border money transfers made over the internet (digital remittances).
Across the globe, cheque payments are generally declining as digital payments become more popular. Despite the decline, cheques continue to be used for specific transactions, such as larger payments, rent, and payments to charities or contractors. Despite the rise of digital payments, cheques remain an important form of non-cash payments in Asia like Malaysia, Philippines, Indonesia and Pakistan. As we embark on the cheque clearing processing in the Middleeast , we see the cheque clearing business has still potential to grow especially in the Kingdom of Saudi Arabia.(KSA) We have already started doing this business in KSA and expect this business to grow in 2026 including a replacement market for the rest of the Gulf countries.
However, the global number of cheque payments in 2023 highlights a sharp decline in usage across various countries. The United States leads with 72.47 million units but exhibits a 4.88% decrease year-on-year3. France, holding 7.97 million units, also shows a 6.59% decline. India, with 6.72 million units, reduced by 1.42%, while Canada saw a significant -7.22% drop with 2.21 million units. Brazil experienced the most substantial drop of 17.13% at 1.59 million units. Other notable variations include Mexico (-7.21%), Italy (-11.5%), Argentina (-0.79%), Spain (-1.9%), and United Kingdom with a steep -41.22% decrease at minimal usage of 0.15 million units.
Future trends to watch include further declines in cheque usage as digital payments continue to rise. Emerging markets like India may transition more rapidly from cheques to electronic payments. The United States, with still a volume of 11 million cheques issued in 2023, is likely to see continued reductions due to the adoption of digital alternatives. European countries that have already minimal cheque usage will potentially phase out cheques entirely. Watching the adoption rate of digital payment solutions in regions like Latin America and Asia could provide further insights into the declining trends of cheque payments globally.
Robotic Process Automation
Robotic Process Automation (RPA) also called “intelligent automation” or “smart automation” refers to advanced technologies that can be programmed to perform a series of tasks, like data manipulation, triggering responses, and creating necessary communication with other processes and systems. RPA is similar to traditional IT automation but the major difference between these technologies is that RPA is, itself, capable of learning and is adaptive to changing circumstances, while a traditional IT automation system is not.
The global RPA market size was estimated at US$4.68 billion in 20254 and is projected to grow to US$35.84 billion by 2033, exhibiting a compound annual growth rate (CAGR) of 29.0% during the forecast period (2026 - 2033). North America has the largest revenue share at 39.0% in 2025, with the RPA industry in the United States forecasted to grow significantly from 2026 to 2033.
Improved operational costs for businesses with a rising smartphone adoption rate and fostering demand for technologically advanced and innovative electronic products are the key market drivers enhancing market growth.
The Asia-Pacific RPA market is projected to expand from US$1.21 billion in 2025 to US$1.61 billion in 2026, and is expected to grow further to US$6.83 billion by 2031, registering a compound annual growth rate (CAGR) of 33.5% from 2026 to 20315. The rising need for digital transformation, the expanding uptake of automation solutions, and the progress made in artificial intelligence (AI) and machine learning (ML) technologies are the main market drivers anticipated to propel the Robotic Process Automation market in Asia Pacific region.
Regulatory Technology
Regulatory Technology (RegTech) is the management of regulatory processes within the financial industry via technology, including regulatory monitoring, reporting and compliance. In recent years, there has been a strong regulatory focus on financial crime. The key drivers of RegTech adoption consist of compliance, cost and complexity. The ability of RegTech using technologies such as advanced analytics, robotic process automation and cognitive computing offer new efficiencies in compliance, which offers a lower cost.
The global RegTech market size was valued at US$18.60 billion in 2025 and is projected to reach US$77.00 billion by 2034 to grow at a CAGR of 17.1% during the forecast periods from 2026 to 20346.
In 2025, the Asia Pacific region generated US$4.47 billion, accounting for 24.7% of the global market revenue7. This figure is projected to rise to US$6.03 billion in 2026, with the region’s RegTech market share anticipated to experience strong growth throughout the forecast period from 2026 to 2034. Rising need for regulatory compliance, increasing penetration of advanced technologies such artificial intelligence (AI), machine learning (ML), and cloud computing across the region, and implementation of these solutions in fintech industries are some of the major driving factors for the regulatory technology market in Asia-Pacific.
The United States has emerged as a key regional market for RegTech as regulatory requirements are becoming more complex in various industries. Financial institutions are increasingly utilizing RegTech solutions to simplify compliance procedures, cut operational expenses, and lessen risks related to non-compliance. Moreover, the use of artificial intelligence (AI), blockchain, and other technologies is enabling real-time data analysis and improving regulatory reporting. Furthermore, organizations are increasingly prioritizing compliance automation due to heightened regulatory scrutiny and the risk of substantial penalties for non-compliance. The IMARC Group forecasts that the United States RegTech market will experience a 21.8% compound annual growth rate (CAGR) from 2024 to 20326.
References:
| 1. | https://www.statista.com/outlook/fmo/payments/digital-payments/worldwide#transaction-value |
| 2. | https://www.htfmarketinsights.com/report/4384545-mobile-pos-systems-market |
| 3. | https://www.reportlinker.com/dataset/26737f357f4b4add2adf904f08e96b2c91fa064a |
| 4. | https://www.grandviewresearch.com/industry-analysis/robotic-process-automation-rpa-market |
| 5. | https://www.mordorintelligence.com/industry-reports/asia-pacific-robotic-process-automation-market |
| 6. | https://www.imarcgroup.com/regtech-market#:~:text=RegTech%20Market%20Size%20and%20Share,18.0%25%20from%202026-2034 |
| 7. | https://www.fortunebusinessinsights.com/regtech-market-108305 |
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Marketing
We plan to participate in several international or regional scale industry roadshows, conferences, and exhibitions to promote our products and services to potential markets in Asia, such as Gulf Information Technology Exhibition (“GITEX”) Technology Week in Dubai, CES annual trade show organized by Consumer Technology Association in Las Vegas, Singapore Fintech Festival organized by Monetary Authority of Singapore in Singapore, and Robotic Process and Intelligence Automation Conference in ASEAN. We believe that with our participation in these programs, AsiaFIN can be recognized as a premium solution provider in Asia. We are also collaborating with the Malaysia Digital Economy Corporation (MDEC), a government agency, in their effort to expand Malaysian companies into the international market. We have participated in the ASEAN trade missions as well as the Australian trade mission. In future, we expect to participate in the Middle East, Nordics and U.S.-based programs.
We believe that while displaying our company through customized exhibition stands, banners, counters, brochures and leaflets at these events or exhibition, we will be able to draw attention from the participants. We will then network and register these participants into our prospective client list. Post event, we will utilize these connections by scheduling meetings in person with these prospects to demonstrate our proposed solutions.
We have developed our website at www.asiafingroup.com to market our services, and we intend to utilize search engine marketing to improve the visibility of our corporate website once we have successfully raised some funds. We also plan to explore omnichannel marketing options through different social media such as Instagram, YouTube, LinkedIn, and Facebook, to do a marketing campaign via direct messaging.
We have joined associations such as the National Tech Association of Malaysia, the Federation of Malaysian Manufacturers and the Small and Medium Enterprise Association of Malaysia. We are exploring membership in the FinTech Association of Malaysia and the Fintech Associations of Philippines and Thailand once we have made contact thorough our marketing efforts. We plan to start email marketing campaigns and send out emails to a large database associated with these organizations accumulated through their memberships, pending formalization of any collaboration with these associations or organizations. We have participated in the Quay Acceleration program based in New York City. Our RPA company, OrangeFIN Asia Sdn Bhd is now an alumnus of this program.
In addition, AsiaFIN has formed a joint venture company with KSP GreenPro Ltd in Thailand to form the company called KSP AsiaFIN Ltd for the Thailand and Laos market. AsiaFIN also plans to create market expansion through joint ventures or strategic collaborations with software solution providers in other ASEAN countries such as Philippines, Indonesia, Singapore, Malaysia and will then explore further expansion to Nordic countries, the Kingdom of Saudi Arabia, Australia and the United States. Our marketing plans have not yet been determined in sufficient detail to outline at this time and remain under development.
Competition
We operate in a highly competitive industry. We intend to focus on selling our solutions to companies in Asia, with a particular focus on ASEAN countries. We intend to distinguish ourselves by creating a strong relationship with our clients and by ensuring our commitment to provide exceptional solutions. In addition, we will continue to further develop our solutions to maintain our market position, keep pace with latest technological changes and compete effectively in the market we are operating in.
By ensuring high customer satisfaction for our clients, we hope to ensure repeat sales from the same group of customers and generate the referral of new clients. In addition, we will participate actively in industry roadshows and conferences to promote our solutions to potential markets in Asia. We intend to participate in Award programs, so we can be recognized as a premium solution provider in Asia. We intend to use all available social media, for example LinkedIn, Instagram, YouTube, X and Facebook to promote our solutions. Lastly, the Company intends to encourage our existing clients to furnish recommendation letters and organize signing ceremonies to further increase awareness of our solutions and our company in the future.
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Government Regulation
We are subject to a variety of foreign, federal, state and local governmental laws and regulations related to data protection, anti-money laundering and intellectual property. If we fail to comply with present or future financial system laws and regulations, we could be subject to fines, suspension of production or a cessation of operations. In addition, under some foreign, federal, state and local statutes and regulations, a governmental agency may seek recovery and response costs from operators that violates the laws such as data breaching or illegal use of intellectual property, even if the operator was not responsible for the release or otherwise was not at fault.
If we become aware of the need for any permits necessary to conduct our operations, then we will apply for and attempt to receive all financial system related intellectual property or permits necessary to conduct our business. As of the current date, we are not aware of any intellectual property or license that need to be registered from foreign, federal, state or local agencies. Any failure by us to control the use of other’s intellectual property or data breaching could subject us to substantial financial liabilities, operational interruptions and adverse publicity, any of which could materially and adversely affect our business, results of operations and financial condition.
We have listed the primary, but not necessarily only, rules and regulations that we believe apply to our business below:
Malaysia
| 1) | Personal Data Protection Act 2010 (PDPA) |
The PDPA 2010 governs the processing of personal data in commercial transactions and related matters. It applies to (a) any person who processes, and (b) any person who has control over or authorizes the processing of, personal data in connection with commercial transactions (“Data Controller”). A Data Controller must comply with the Personal Data Protection Principles, which include the General Principle, Notice and Choice Principle, Disclosure Principle, Security Principle, Retention Principle, Data Integrity Principle, and Access Principle (collectively, the “Personal Data Protection Principles”). Contravention of these principles constitutes an offense, punishable by a fine of up to One Million (RM1,000,000) Malaysian Ringgit, imprisonment for up to three (3) years, or both.
Further, pursuant to Section 12A(1) of the Personal Data Protection (Amendment) Act 2024, a Data Controller is required to appoint at least one Data Protection Officer accountable for PDPA 2010 compliance. However, according to the Guidelines on Appointment of Data Protection Officer issued by the Personal Data Protection Department, this requirement only applies if the Data Controller or Data Processor: (a) processes personal data of more than 20,000 data subjects; (b) processes sensitive personal data, including financial information, of more than 10,000 data subjects; or (c) engages in activities involving “regular and systematic monitoring” of personal data.
As of the date of this Form 10-K, we do not fall within the threshold requiring the appointment of Data Protection Officer.
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| 2) | Intellectual Property Protection |
Intellectual property in Malaysia is administered by the Intellectual Property Corporation of Malaysia (MYIPO), an agency under the Ministry of Domestic Trade and Consumer Affairs. Intellectual property protection in Malaysia covers patents, trademarks, industrial designs and copyright.
| a. | Patents |
The Patents Act 1983 (PA 1983) and the Patents Regulations 1986 govern patent protection in Malaysia. An applicant may file a patent application directly if he is domicile or resident in Malaysia. A foreign application can only be filed through a registered patent agent in Malaysia acting on behalf of the applicant. Under the PA 1983, once a patent is granted, the duration of validity of a patent shall be twenty (20) years from the date of the application, subject to the timely payment of prescribed annual fees. Pursuant to Section 36(1) of the PA 1983, the exclusive rights of the patent owner include the right to exploit the patented invention, to assign or transmit the patent, to enter into licensing agreements and to deal with the patent as the subject of a security interest.
| b. | Trademarks |
Trademark matters are governed by the Trademarks Act 2019 (“TMA 2019”), Trademarks Regulations 2019 and other subsidiary legislation under the TMA 2019. The TMA 2019 grants the registered owner of the trademark the exclusive rights to use the trademark and to authorize other persons to use the trademark in relation to the goods or services for which the trademark is registered. A registered trademark is valid for a period of ten (10) years from the date of its application and may be renewed for every ten (10) years upon its expiry. By virtue of trademark registration, the owner may seek legal relief for any infringement of the trademark.
As of the date of this Form 10-K, we have successfully registered five (5) trademarks with MYIPO and are currently in the process of registering a further two (2) trademarks.
| c. | Copyright |
The Copyright Act 1987 provides comprehensive protection for copyright works. The Act outlines the nature of works eligible for copyright (which includes computer programs), the scope of protection, and the manner in which the protection is accorded. Copyright subsists in every work eligible for copyright protection of which the author is a qualified person.
The Copyright (Amendment) Act 2012 entered into force on March 1, 2012. The Act was amended to be in line with technological development and to adhere to the international IP conventions/treaties relating to copyright and related rights.
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| 3) | Tax Treatments |
| a. | Digital tax |
As part of Malaysia’s transition to a digital economy, the imposition of 6% service tax on foreign digital services (“Digital Tax”) came into force on 1 January 2020 pursuant to the Service Tax (Amendment) Act 2019. With the inception of this Digital Tax, foreign service providers (“FSPs”) are now required to account and pay a service tax of 6% on any digital services provided by an FSP to consumers in Malaysia, including services provided by businesses to consumers.
The Act defines “digital service” as any service that is delivered or subscribed over the internet or other electronic network and which cannot be obtained without the use of information technology and where the delivery of the service is essentially automated. Under the Act’s guidelines, it further is stated that digital services mean services that is to be delivered through information technology medium with minimal or no human intervention from service provider.
The Service Tax Policy 10/2020 (dated 17 April 2020) has revised to provide service tax exemption on provision of digital payment services by local non-bank providers. In relation thereto, Local non-bank payment instrument issuers; Local non-bank merchant acquirers; and Local non-bank payment system operators are exempted from charging Service Tax due and payable on such digital payment services. This exemption is effective from 1 January 2020.
| 4) | Occupational Safety and Health Act 1994 (OSHA 1994) |
OSHA 1994 serves as the principal legislation governing workplace safety, health, and welfare in Malaysia. Under Section 29A of the OSHA 1994, an employer employing five or more employees at a workplace is required to appoint an employee to act as an occupational safety and health coordinator. An employer who contravenes OSHA 1994 shall be guilty of an offence and shall on conviction, be liable for a fine not exceeding Fifty Thousand Malaysian Ringgit (RM50,000.00) or to imprisonment for a term not exceeding six (6) months or to both.
Pursuant to OSHA 1994, every employer is also required to conduct a risk assessment to evaluate workplace hazards and implement appropriate measures for risk control. An employer who contravenes OSHA 1994 shall be guilty of an offence and shall, on conviction, be liable to a fine not exceeding Five Hundred Thousand (RM500,000) Malaysian Ringgit or to imprisonment for a term not exceeding two (2) years or to both.
Further, under Section 52 of the OSHA 1994, any person who at the time of the commission of the offence was a director, compliance officer, partner, manager, secretary or other similar officer of the body corporate or was to any extent responsible for the management of any of the affairs of the body corporate or was assisting in its management, may be charged severally or jointly in the same proceedings with the body corporate.
Hong Kong
| 1) | Anti-Money Laundering and Counter-Terrorist Financing Ordinance (AMLO) (Cap. 615) |
This Ordinance provides for the statutory requirements relating to customer due diligence (CDD) and record-keeping for all financial institutions, which include money remitters and money exchangers (collectively referred to as money service operators and making such an obligation legally enforceable.
In the event that the CDD requirements are not met, this would be classified as an offence under the AMLO. Enforcement action would then be taken by the relevant regulator, such as Hong Kong Monetary Authority and Securities and Futures Commission (Hong Kong), depending on the financial institution involved in the breach. In addition, in regard to money service operators, the Customs and Excise Department will be the regulator and will be responsible for taking enforcement action for any breach of the CDD requirements.
| 2) | Intellectual Property Protection |
To underline the commitment of intellectual property protection, the Government established the Intellectual Property Department on July 2, 1990. The Intellectual Property Department is responsible for advising the Secretary for Commerce and Economic Development on policies and legislation to protect intellectual property in Hong Kong; for operating Hong Kong’s Trademarks, Patents, Designs and Copyright Licensing Bodies Registries; for promoting awareness and protection of intellectual property through public education; and for facilitating the development of Hong Kong as an intellectual property trading hub in the region.
| a. | Patents |
Hong Kong patent law is territorial. Patents granted in Hong Kong will only get protection in Hong Kong. The Hong Kong patent system is separate from the other patent systems in the Mainland China or elsewhere in the world. In other words, patents granted by the State Intellectual Property Office in the Mainland China or other patent offices elsewhere do not automatically enjoy protection in Hong Kong.
| b. | Trademarks |
Hong Kong’s trademark registration system is separate from the other trademark systems in Mainland China or elsewhere in the world. Trademarks registered with the Trademark Office under the State Administration for Industry and Commerce of the People’s Republic of China or trademarks registries of other countries or regions do not automatically receive protection in Hong Kong. In order to obtain protection as registered trademarks in Hong Kong, trademarks must be registered under the Trademarks Ordinance (Cap 559).
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| 3) | Personal Data (Privacy) Ordinance (PDPO) (Cap. 486) |
The Personal Data (Privacy) Ordinance (PDPO) is the main legislation in Hong Kong that regulates the collection, use, transfer, processing and storage of personal data and regulates both private and public sectors. However, some data users may be exempt from certain requirements under the PDPO, for instance, where personal data is held/disclosed:
| ● | for domestic or recreational purposes; |
| ● | by a court, magistrate or a judicial officer in the course of performing judicial functions; |
| ● | by or on behalf of the government to safeguard Hong Kong’s security, defence or international relations; |
| ● | to prevent or detect crime; or |
| ● | solely for the purpose of a news activity. |
The Office of the Privacy Commissioner for Personal Data (PCPD) has issued codes of practice, guidance notes and information leaflets that provide data protection guidance in relation to specific industry sectors and activities, for instance, employee monitoring and the collection and use of personal data through the Internet. Although these guidelines are not legally binding, the PCPD may take into consideration any non-compliance with these guidelines when determining whether a data user has contravened the data protection principles of the PDPO.
The Personal Data (Privacy) (Amendment) Ordinance 2021 (the Ordinance) has been published in the Gazette with the purpose of creating offences to curb doxing acts, and empowers the Privacy Commissioner for Personal Data (“Commissioner”) to carry out criminal investigations, institute prosecutions and issue cessation notices.
Where doxing occurs on or via their platforms or services, they may be the recipient of a cessation notice from the Commissioner, which requests the removal of doxing messages, and it is a criminal offence to contravene a cessation notice. However, the law does not impose any obligation on platform/online service operators to proactively monitor or censor content on their platforms/services.
Where the platform or online service operator has knowledge of potentially incriminating doxing content but does not remove it, there is a risk of investigation into the content by the Commissioner which can prosecute offences in its own name where it suspects that an offence has been committed, and the platform/online service operator may be the recipient of a cessation notice from the Commissioner.
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Seasonality
Our management believes that our operations are generally not subject to seasonal influences.
Regulation Regarding Labor and Social Insurance
Employment Act 1955 (Act 265)
The Employment Act 1955 (Act 265) (“the 1955 Act) is the primary legislation on labor matters in Malaysia. The 1955 Act provides for minimum work requirements and benefits of employment, such as maximum working hours, overtime entitlement, leave entitlement, maternity protection and termination benefits. Following the implementation of the Employment (Amendment of First Schedule) Order 2022, which came into force on January 1, 2023, the applicability of the EA 1955 has been expanded to include any person who has entered into a contract of service with an employer, irrespective of their monthly wages, is engaged in manual labor, serves as a supervisor of such manual labour, serves as a domestic employee, or is engaged in any capacity in any vessel registered in Malaysia subject to certain conditions..
Employee Provident Fund Act 1991 (EPF)
The Employees’ Provident Fund Act 1991 (Act 452) (“the 1991 Act”) imposes the statutory obligations on employers and employees to make contribution towards the Employees Provident Fund, which is essentially a fund established as a scheme of savings for employees’ retirement and the management of savings for the retirement purposes. Under the 1991 Act, any employer who fails to pay the necessary contributions by the 15th of every month shall be liable to imprisonment for a term not exceeding three years or to a fine not exceeding ten thousand ringgit or to both.
Employee Social Security Act 1969
The Employee’s Social Security Act 1969 (Act 4) (“the 1969 Act’) was implemented to provide protection for employees and their families against economic and social distress in situations where the employees sustain injury or death. The schemes of social security under the 1969 Act are administered by Social Security Organization (“SOCSO”) and are financed by compulsory contributions made by the employers and the employees. Under the 1969 Act, any person who fails to make contribution shall be all be punishable with imprisonment for a term which may extend to two years, or with fine not exceeding ten thousand Ringgit, or with both.
Employees
As of December 31, 2025, we had the following full-time employees:
| Management | 4 | |||
| Analyst Programmer | 44 | |||
| Project Manager and Quality Assurance | 55 | |||
| Sales and Marketing | 12 | |||
| Administration, Human Resources and Finance | 14 | |||
| Total | 129 |
We believe that we maintain good relationships with our employees and have not experienced any strikes or shutdowns and have not been involved in any labor disputes.
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ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 1C. CYBERSECURITY
AsiaFIN Holdings Corp. acknowledges the crucial necessity of establishing, executing, and sustaining strong cybersecurity measures to secure our information systems. This is undertaken to uphold the confidentiality, integrity, and accessibility of our data.
We
have strategically incorporated cybersecurity risk management into all our risk management framework, fostering a corporate
culture that prioritizes cybersecurity at all levels.
We recognize the intricate and ever-changing nature of cybersecurity threats. To address this, we have collaborated with external experts, including cybersecurity assessors and consultants. This cooperation involves audits, threat assessments, and consultations to enhance our security measures. These efforts ensure that our cybersecurity strategies adhere to industry best practices and remain effective in safeguarding our systems.
Understanding
the potential risks associated with
We have not encountered cybersecurity issues that have significantly impacted our operational performance or financial status.
Our
ITEM 2. PROPERTY
We currently lease three physical offices in Kuala Lumpur, Malaysia, with addresses as follows:
| Property Address | Leased Square Feet | Leasing Period | Monthly Leasing Fee | |||||||||
| 1. | Suite 30.01, 30th Floor, Menara KH (Promet), Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia. | 2,010 | September 1, 2024 to August 31, 2026 | $ | 2,271 | |||||||
| 2. | Suite 30.02, 30th Floor, Menara KH (Promet), Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia. | 3,119 | September 1, 2024 to August 31, 2026 | $ | 3,524 | |||||||
| 3. | Unit 17-11, Level 17, Tower A, Vertical Business Suites, Avenue 3 Bangsar South, No.8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia. | 1,380 | April 16, 2020 to December 31, 2026 | $ | 2,095 | |||||||
We currently own one physical office in Kuala Lumpur, Malaysia, with address as follows:
| 1. | A2-17-1, St Mary Residence, Jalan Tengah, 50250 Kuala Lumpur, Malaysia. |
Our executive office is located at Suite 30.02, 30th Floor, Menara KH (Promet), Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition, or results of operations. We may become involved in material legal proceedings in the future.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Shares of the Company’s sole class of common equity is currently quoted under OTCQB® Venture Market under symbol “ASFH” since March 31, 2021. We believe that there is no established public trading market for our shares and we cannot assure you that there will be any liquidity for shares of our common stock in the future and such quotation reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
| Fiscal Year 2025 | High Bid | Low Bid | ||||||
| First Quarter | $ | 1.26 | $ | 0.94 | ||||
| Second Quarter | $ | 1.50 | $ | 0.08 | ||||
| Third Quarter | $ | 1.32 | $ | 0.70 | ||||
| Fourth Quarter | $ | 0.78 | $ | 0.56 | ||||
| Fiscal Year 2024 | High Bid | Low Bid | ||||||
| First Quarter | $ | 0.27 | $ | 0.10 | ||||
| Second Quarter | $ | 1.22 | $ | 0.10 | ||||
| Third Quarter | $ | 0.97 | $ | 0.49 | ||||
| Fourth Quarter | $ | 1.20 | $ | 0.49 | ||||
Holders
As of December 31, 2025, we had 81,915,838 shares of our Common Stock par value, $0.0001 issued and outstanding. There were 151 beneficial owners of our Common Stock.
Transfer Agent and Registrar
The transfer agent for our capital stock is VStock Transfer, LLC, with an address at 18 Lafayette Place, Woodmere, New York 11598 and telephone number is +1 (212) 828-8436.
Penny Stock Regulations
The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).
For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.
In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, The Financial Industry Regulatory Authority, Inc. (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors’ ability to buy and sell our stock.
Dividend Policy
Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our board of directors out of funds legally available for such purpose. We are under no obligations or restrictions to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our board of directors currently intends to retain all earnings for use in the business for the foreseeable future.
Equity Compensation Plan Information
Currently, there is no equity compensation plan in place.
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Unregistered Sales of Equity Securities
On January 20, 2025, the Company issued 364,000 shares of restricted common stock to 14 individual shareholders at the purchase price of $0.90 per share, for a total purchase price of $327,600. The $327,600 in proceeds went to the Company to be used as working capital.
The issuance of the Shares pursuant to the Subscription Agreement was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act, Rule 506 under Regulation D of the Securities Act and/or Regulation S under the Securities Act and in reliance on similar exemptions under applicable state laws.
Purchase of Equity Securities by the Registrant and Affiliated Purchasers
We have not repurchased any shares of our common stock during the year ended December 31, 2025.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report.
Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.
The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.
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Overview
AsiaFIN Holdings Corp. operates through its wholly owned subsidiaries by offering a range of system solutions in Payment Processing, Robotic Process Automation (RPA), and Regulatory Technology (RegTech) to financial institutions, regulatory agencies, professional service providers and private enterprises from various industries, with existing client in the Asia region. Our subsidiary, SFHL has over 90 bank customers for payment processing and RegTech and our Robotic Process Automation solution system has more than 100 customers in Asia.
Results of Operations
For the Years Ended December 31, 2025 and 2024
| For the Years Ended December 31, | Increase (decrease) in | |||||||||||||||||||||||
| 2025 | 2024 | 2025 compared to 2024 | ||||||||||||||||||||||
| (In U.S. dollars, except for percentages) | ||||||||||||||||||||||||
| Revenue | $ | 5,126,250 | 100.0 | % | $ | 3,382,432 | 100.0 | % | $ | 1,743,818 | 51.6 | % | ||||||||||||
| Cost of revenue | (3,222,383 | ) | (62.9 | )% | (1,958,632 | ) | (57.9 | )% | 1,263,751 | 64.5 | % | |||||||||||||
| Gross profit | 1,903,867 | 37.1 | % | 1,423,800 | 42.1 | % | 480,067 | 33.7 | % | |||||||||||||||
| Share of loss from operation of associate | (479 | ) | (0.0 | )% | (9,843 | ) | (0.3 | )% | (9,364 | ) | (95.1 | )% | ||||||||||||
| Selling, general and administrative expenses | (1,874,309 | ) | (36.6 | )% | (1,464,215 | ) | (43.3 | )% | 410,094 | 28.0 | % | |||||||||||||
| Other income | 10,588 | 0.2 | % | 7,281 | 0.2 | % | 3,307 | 45.4 | % | |||||||||||||||
| Income/(loss) from operations | $ | 39,667 | 0.8 | % | $ | (42,977 | ) | (1.3 | )% | $ | 82,644 | 192.3 | % | |||||||||||
| Income tax expense | (159,940 | ) | (3.1 | )% | (118,991 | ) | (3.5 | )% | 40,949 | 34.4 | % | |||||||||||||
| Net loss | $ | (120,273 | ) | (2.3 | )% | $ | (161,968 | ) | (4.8 | )% | $ | (41,695 | ) | (25.7 | )% | |||||||||
| Net loss attributable to non-controlling interest | 34,940 | 0.7 | % | 18,391 | 0.5 | % | 16,549 | 90.0 | % | |||||||||||||||
| Net loss attributed to common shareholders of AsiaFIN Holdings Corp. | $ | (85,333 | ) | (1.7 | )% | $ | (143,577 | ) | (4.2 | )% | $ | (58,244 | ) | (40.6 | )% | |||||||||
Revenue
For the year ended December 31, 2025, the Company generated revenue in the amount of $5,126,250. The revenue was generated as a result of the Company having provided services related to information technology business to the customers.
For the year ended December 31, 2024, the Company generated revenue in the amount of $3,382,432. The revenue was generated as a result of the Company having provided services related to information technology business to the customers.
The significant increase in revenue was primarily attributable to increased sales of information technology services to customers, particularly due to higher sales to customers in Saudi Arabia.
Selling, General and Administrative Expenses
For the year ended December 31, 2025, the Company had selling, general and administrative expenses in the amount of $1,874,309. These were primarily comprised of salary expenses, consultancy fee, advertisement fee, travelling expenses, other professional fees and transportation charges.
For the year ended December 31, 2024, the Company had selling, general and administrative expenses in the amount of $1,464,215. These were primarily comprised of salary expenses, audit fees, insurance and other professional fees.
The significant increase of the general and administrative expenses was the result of the significant increase in salary expenses as the Company hired more employees to expand their business.
Net Loss
For the year ended December 31, 2025, the Company has incurred a net loss of $85,333.
For the year ended December 31, 2024, the Company has incurred a net loss of $143,577.
Liquidity and Capital Resources
As of December 31, 2025 and 2024, we had cash and cash equivalents of $1,748,051 and $1,309,929 respectively. We expect increased levels of operations going forward will result in more significant cash flows and in turn working capital.
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 Provided by Operating Activities
For the year ended December 31, 2025, the Company has $503,858 provided by operating activities, which primarily consist of share of loss from operation of associate, depreciation and amortization, provision for credit loss allowance, increase in account payables, decrease in account receivables, increase in accrued liabilities and other payables, increase in contract liabilities, decrease in tax assets, decrease in deferred tax assets and increase in income tax payable contra by net loss, gain on disposal of property, plant and equipment, increase in prepayment, deposits and other receivables, increase in contract assets and reduction in lease liability.
For the year ended December 31, 2024, the Company has $24,401 provided by operating activities, which primarily consist of impairment of investment in associate, share of loss from operation of associate, depreciation and amortization, increase in account payables, increase in contract liabilities and increase in income tax payable contra by net loss, provision for credit loss allowance, increase in account receivables, increase in prepayment, deposits and other receivables, decrease in accrued liabilities and other payables, increase in tax asset, increase in deferred tax assets and reduction in lease liability.
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Cash Used in Investing Activities
For the year ended December 31, 2025, the Company has invested $97,583 in investing activities, for the acquisition of computer systems, motor vehicle and renovation.
For the year ended December 31, 2024, the Company has invested $209,133 in investing activities, for the acquisition of computer systems, mobile phones, renovation and investment in associate.
Cash Used in/Provided by Financing Activities
For the year ended December 31, 2025, the Company has used $83,761 in financing activities, primarily consisting of repayment to director and advances to related companies.
For the year ended December 31, 2024, the Company has $241,199 provided by financing activities, primarily consisting of share subscriptions received in advance.
Off-Balance Sheet Arrangement
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 December 31, 2025 and December 31, 2024.
Contractual Obligation
The contractual obligations presented in the table below represent our estimates of future cash payments under fixed contractual obligations.
The following table summarizes our contractual obligations as of December 31, 2025:
| Total | Due within 1 year | |||||||
| Operating lease obligations1 | $ | 583,610 | $ | 60,689 | ||||
| Loan obligation2 | 92,456 | 73,964 | ||||||
| Hire purchase obligation3 | 44,141 | 15,972 | ||||||
| Total contractual obligations | $ | 720,207 | $ | 150,625 | ||||
1Amount includes operating lease right-of-use obligations. We have one office space leasing agreement with our Chief Executive Officer and director, Mr. Kai Cheong Wong, and three office space leasing agreements with third party.
2Represents the loan agreement with our Chief Executive Officer and director, Mr. Kai Cheong Wong, for the acquisition of property.
3 Represents the hire purchase agreement for the acquisition of motor vehicle.
There were no outstanding obligations that were considered material as of December 31, 2025.
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Critical Accounting Policies and Estimates
In preparing our Consolidated Financial Statements in accordance with generally accepted accounting principles in the United States (“GAAP”) and pursuant to the rules and regulations of the SEC, we make assumptions, judgments and estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. We evaluate our assumptions, judgments and estimates on a regular basis. We also discuss our critical accounting policies and estimates with the Audit Committee of the Board of Directors.
We believe that the assumptions, judgments and estimates involved in the accounting for revenue recognition and income taxes have the greatest potential impact on our Consolidated Financial Statements. These areas are key components of our results of operations and are based on complex rules requiring us to make judgments and estimates, and consequently, we consider these to be our critical accounting policies. Historically, our assumptions, judgments and estimates relative to our critical accounting policies have not differed materially from actual results.
Credit losses
The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables.
Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecasts. Based on the aging categorization and the adjusted loss rate per category, an allowance for credit losses is calculated by multiplying the adjusted loss rate with the amortized cost in the respective age category.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326), which introduces a practical expedient for measuring expected credit losses on trade receivables and contract assets. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim periods within fiscal years beginning after December 15, 2026. Early adoption is permitted. The Company already adopted this ASU on its consolidated financial statements and related disclosure. The Company has elected practical expedient under ASU 2025-05 for the quarter ended September 30, 2025 which permits assuming that current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when estimating expected credit losses. Accordingly, the Company’s estimate of expected credit losses for current accounts receivables is based on the delinquency status of those uncollected balances as of December 31, 2025. The Company calculates the expected credit loss rate by applying the rate of change between the balances from the previous quarter and the uncollected balances in the current quarter on the historical loss rate.
Revenue recognition
The Company follows the guidance of ASC 606, “Revenue from Contracts” (“ASC 606”). 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.
The Company’s revenue consists of revenue from providing information technology services such as business system integration and management services, computer programming activities and services to the customers.
Recent Adopted Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company already adopted this ASU on its consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires disaggregated information about the reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company already adopted this ASU on its consolidated financial statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326), which introduces a practical expedient for measuring expected credit losses on trade receivables and contract assets. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim periods within fiscal years beginning after December 15, 2026. Early adoption is permitted. The Company already adopted this ASU on its consolidated financial statements and related disclosure during the third quarter of 2025.
Other than the pronouncements adopted as noted above, there are no recently issued accounting standards expected to have a material impact on the Company’s consolidated financial statements and related disclosures.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K and Rule 12b-2 under the Securities Exchange Act of 1934, the Company is not required to provide information required by this Item as provided in Item 305(e) of Regulation S-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required by this item are located following the signature page of this Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Disclosures Control and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of December 31, 2025. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded that our disclosure controls and procedures were not effective.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) inadequate written policies and procedures for accounting and financial reporting in accordance with the requirements and application of U.S. GAAP and SEC guidelines; (ii) inadequate segregation of duties and effective risk assessment; and (iii) lack of internal audit function due to the fact that the Company lacks qualified personnel to perform the internal audit functions effectively and that the scope and effectiveness of the internal audit function are yet to be developed. The aforementioned material weaknesses were identified by our chief executive officer in connection with the review of our financial statements as of December 31, 2025.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed 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. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:
| ● | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; | |
| ● | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and | |
| ● | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.
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As of December 31, 2025, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, our internal control over financial reporting were not effective due to the presence of material weaknesses.
Identified Material Weaknesses
A material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.
Management identified the following material weaknesses during its assessment of internal controls over financial reporting as of December 31, 2025.
| 1. | We do not have adequate written policies and procedures for accounting and financial reporting in accordance with the requirements and application of U.S. GAAP and SEC guidelines. |
| 2. | We do not have adequate segregation of duties and effective risk assessment. Lack of segregation of duties and effective risk assessment may cause the Company to face the likelihood of fraud or theft due to poor oversight, governance and review to detect errors. |
| 3. | We do not currently maintain an internal audit function due to a lack of qualified personnel to perform such functions effectively. Furthermore, the scope and effectiveness of an internal audit function are yet to be developed. |
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control—Integrated Framework issued by COSO.
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Management’s Remediation Initiatives
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, on June 19, 2024, the Company’s Board of Directors (the “Board”) unanimously resolved to appoint Louis Ramesh Ruben (“Dr. Ramesh”) and Shibu Chacko Jacob Vadaketh (“Mr. Shibu”) as independent directors to the Board. Both Dr. Ramesh and Mr. Shibu serve on the Company’s audit committee. Dr. Ramesh serves as chairman of the Audit Committee effective July 1, 2024. On September 3, 2025, the Board resolved to appoint Baharom Bin Embi as an independent director to the Board of the Company, effective October 1, 2025. He serves on the Company’s audit committee, compensation committee and nominating and corporate governance committee, and will assume the role of chairman of the compensation committee.
We also plan to initiate the following series of measures to further strengthen the Company’s internal controls going forward:
| 1. | 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; and |
| 2. | 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. |
We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2026.
Changes in Internal Controls over Financial Reporting
There was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting:
This annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered independent public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K.
ITEM 9B. OTHER INFORMATION
Insider Trading Arrangements
During
the quarter ended December 31, 2025, none of our directors or officers
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS.
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our executive officer’s and director’s and their respective ages as of the date hereof are as follows:
| Name | Age | Position | ||
| Kai Cheong Wong | 64 | Chief Executive Officer, President, Secretary, Treasurer, Director | ||
| Ghi Geok Khoo | 51 | Chief Financial Officer | ||
| Kok Wah Seah | 59 | Executive Director | ||
| Louis Ramesh Ruben | 48 | Director | ||
| Shibu Chacko Jacob Vadaketh | 61 | Director | ||
| Baharom bin Embi | 66 | Director |
Set forth below is a brief description of the background and business experience of our executive officers and directors.
Kai Cheong Wong – President, Chief Executive Officer, Secretary, Treasurer, Director
Mr. Wong was appointed as the Chief Executive Officer and a director of the Company upon its incorporation in 2019 and has served continuously in these capacities since then. His current term is ongoing and subject to the provisions of the Company’s bylaws, including any applicable requirements for re-election or reappointment.
Mr. Kai Cheong Wong was recognized as a Professional Electrical Engineer from the Engineering Council of the United Kingdom.
Mr. Wong started his career in the financial information technology industry as a hardware engineer in Sime Darby Systems Sdn Bhd to the position of General Manager in AIMS Sdn Bhd. After having 15 years of experience, he started the InsiteMY companies in the year 2002, which subsequently became our subsidiaries in 2023. Today, InsiteMY has a staff of more than 100 with offices in Malaysia and with customers from Malaysia, Philippines, Bangladesh, Pakistan, Thailand, Singapore, Indonesia and Myanmar. Mr. Wong currently serves as a director of all the InsiteMY entities as well as the other subsidiaries of the Company.
Besides having a technical background, Mr. Wong has strong domain knowledge in payments and recently in check clearing and check truncation, in particular. He educates customers and partners on the benefits and advantages of digitizing physical checks (check truncation) and other payment methods.
InsiteMY has established the brand as reliable solution partners to the banking industry for payments, reporting, risk management and compliance in Malaysia. All products developed by InsiteMY are under the purview of the Malaysia Digital Economy Corporation (MDEC) as local home-grown IT products.
In 2018, he cofounded another research and development company called OrangeFIN Asia Sdn Bhd (OrangeFIN), focusing on RPA, which subsequently became our subsidiaries in 2023. These software robots were developed first for check clearing functions with AI. These robots replace humans in making decisions for approving and clearing checks for a local bank in Malaysia. OrangeFIN seeks to grow our market share in Malaysia and throughout Asia.
Ghi Geok Khoo – Chief Financial Officer
Ghi Geok Khoo (Chanti), a Malaysian citizen, was appointed as the Chief Financial Officer of the Company in August 2025 and has served in this capacity since then.
Ms. Khoo is a Certified Practising Accountant of the CPA Australia as well as a Chartered Accountant of the Malaysian Institute of Accountants (MIA). Ms. Khoo brings over 25 years of finance, accounting, administration and internal audit experience to the role. Ms. Khoo has served in several finance leadership roles in multinational companies and local companies in Malaysia such as Jocom Holdings Corp, Jocom Your Pocket Supermarket, Zimmer Biomet, Brands Essence of Chicken, Qualitas Medical Group, KSB Pumps & Valves, Multi-Purpose Holdings Berhad, Magnum Corporation Berhad and National Panasonic. Ms. Khoo has also gathered considerable experience in various industries such as ecommerce, fast-moving consumer goods, medical and health care, manufacturing, gaming, live streaming platform, and mobile application for the past 25 years. Notably, Ms. Khoo has previous experience where she was actively involved in having a company accepted for quoting on the OTC Markets.
Ms. Khoo graduated from Curtin University, Western Australia with a Bachelor of Commerce in Accounting.
Dato’ Kok Wah Seah – Executive Director
Dato’ Kok Wah Seah, a Malaysian citizen, was appointed as an executive director of the Company in September 2020 and has served continuously in this capacity since then. His current term is ongoing and subject to the provisions of the Company’s bylaws, including any applicable requirements for re-election or reappointment.
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Dato’ Seah graduated from the California State University, Chico, California with a bachelor’s degree in computer engineering and a master’s degree in computer science (with distinction). In 1994, he began his technology career in Silicon Valley as a software developer for Software Publishing Corporation and Netscape Communications Corporation. He returned to Malaysia in 1997, recruited by Sun Microsystems to provide technical consultancy to Malaysia MSC flagship projects.
Dato’ Seah started his entrepreneurship journey in 2001. In the past two decades, he has co-founded and floated several tech companies; including the Company, Epicenter Holdings Ltd (SGX:5MQ) in Singapore, Galasys PLC (LSE:GLS) in the United Kingdom and SEATech Ventures Corp. (OTC-PINK:SEAV) in the United States.
Currently, Dato’ Seah is the chairman of The World Information Technology and Services Alliance, a leading global consortium of tech-industry association-members from over 80 countries and economies. He is also the chairman of SpaceTech Malaysia Association, the vice-president of Malaysia Space Industry Consortium, the advisor of the National Tech Association of Malaysia and a committee member of the 88-Captains Penang Welfare Society, a charitable non-governmental organization founded for the purpose of sustaining talent development.
Dato’ Seah was conferred the honorary title of Dato’ by the governor of Penang, Malaysia, in July 8, 2023.
Louis Ramesh Ruben – Director
Louis Ramesh Ruben, a Malaysian citizen, was appointed as an independent director of the Company in July 2024. He will serve on the Company’s audit committee, compensation committee and nominating and corporate governance committee and will assume the role of chairman of the audit committee. His directorship is subject to the provisions of the Company’s bylaws, including any applicable requirements for re-election or reappointment.
Dr. Ruben is a Chartered Accountant of the Malaysian Institute of Accountants (MIA), a fellow member of Association of Chartered Certified Accountants (FCCA), a chartered member of the Institute of Internal Auditors, as well as a Certified Financial Planner. Dr. Ruben has over 25 years of experience in accounting, auditing and risk management ranging from large public listed companies to multinational corporations, government agencies as well as small and medium-sized entities in a spectrum of industries including plantation, property development, manufacturing, trading, IT, shipping, retailing, etc. He started his career at Arthur Andersen and subsequently moved to BDO Malaysia. He also has experience in corporate finance with Southern Investment Bank Berhad. Dr. Ruben has hands-on experience with corporate exercises such as due diligence, initial public offerings, issuance of bonds, corporate and debt restructuring and investigative audit. His training and advisory experience includes topics on internal and statutory auditing, public sector/government audits, value-for-money audits, International Standard on Quality Management 1, risk management and internal controls, review and assurance engagements such as financial due diligence, forecasts and projections, forensic and fraud accounting/auditing, as well as practical application of International Financial Reporting Standards, reporting standards for small and medium-sized entities (MPERS/PERS) and public sector accounting standards (IPSAS/MPSAS). He has facilitated training and provided advisory for public accountants across Asia Pacific, multinationals and public sector institutions. Dr. Ruben is a certified trainer by the Human Resource Development Fund, a statutory body under the Ministry of Human Resources Malaysia.
Dr. Ruben graduated from National University of Malaysia with a bachelor’s degree in accounting. He earned a Master of Business Administration degree from the University of Strathclyde, United Kingdom, from which he graduated with distinction in 2012. He obtained his Doctor of Philosophy degree in Business and Accountancy from University of Malaya.
Shibu Chacko Jacob Vadaketh – Director
Shibu Chacko Jacob Vadaketh, a Malaysian citizen, was appointed as an independent director of the Company in July 2024. He will serve on the Company’s audit committee, compensation committee and nominating and corporate governance committee, and will assume the role of chairman of the nominating and corporate governance committee. His directorship is subject to the provisions of the Company’s bylaws, including any applicable requirements for re-election or reappointment.
Mr. Vadaketh is a seasoned executive with extensive experience in executive management, entrepreneurship, and government relations across the United States, Asia, Australia, and Europe. With over 30 years of senior-level expertise in strategic planning, profit and loss management, mergers and acquisitions, and business technology, he has successfully led hardware and software consulting firms and managed software development projects.
Currently a Technology Fellow at Asia School of Business in collaboration with the MIT Sloan School of Management, Mr. Vadaketh focuses on fostering entrepreneurship through pre-incubator and accelerator programs for ASEAN startups. He co-founded Capital Path Sdn Bhd in 2017, a boutique advisory firm specializing in corporate strategy, mergers and acquisitions, and technology audits, and serves as Advisor and Country Coordinator for Private Financing Advisory Network. Previously, he directed venture building initiatives at Taylors University and led strategic business development at Malaysia Digital Economy Corporation.
Mr. Vadaketh holds an Executive Education (Competitive Business Leadership Program), Master of Science in Biomedical Engineering and Bachelor of Science in Mechanical Engineering all from the University of Texas, Austin.
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Baharom bin Embi – Director
Baharom Bin Embi, a Malaysian citizen, was appointed as an independent director of the Company in October 2025. He will serve on the Company’s audit committee, compensation committee and nominating and corporate governance committee, and will assume the role of chairman of the compensation committee. His directorship is subject to the provisions of the Company’s bylaws, including any applicable requirements for re-election or reappointment.
Mr. Baharom was appointed as Chairman of Co-op bank Pertama Malaysia Berhad in October 2021 and has since overseen the bank’s financial performance and digital transformation initiatives, including the implementation of its Project FIRST Core Banking and various retail and corporate financing systems. Mr. Baharom also serves on the board of directors of Institut Koperasi Malaysia, is the Chairman of the Federasi Koperasi Kewangan Malaysia, and has served as an advisor to Humanology Sdn Bhd since 2019. Between 2015 and 2018, Mr. Baharom was Managing Director and Chief Executive Officer of TEKUN Nasional, an agency under the Ministry of Entrepreneurial and Cooperative Development in Malaysia. From 1987 to 2014, Mr. Baharom served in senior management roles across branch operations, treasury, human resources, and strategic planning at Bank Kerjasama Rakyat Malaysia Berhad. He began his career in 1982 as an operations officer at Public Finance Berhad.
Mr. Baharom holds a Master of Business Administration in Decision Support Systems (1986) and a Bachelor of Business Administration in Economics and Finance (1984) from the University of Southern New Hampshire, as well as a Diploma in Business Management from MARA University of Technology (1979). He is a certified Islamic Financial Planner and has undertaken various professional qualifications in Islamic finance and takaful (a sharia law compliant alternative to conventional insurance). In recognition of his service, he has been conferred several national honors, including the Darjah Pangkuan Seri Melaka (D.P.S.M.) awarded for significant contribution to Malaysia’s growth, which bestowed upon him the title of “Datuk”.
Family Relationships
There are no family relationships among any directors or executive officers.
Board of Directors
Our board of directors consists of five directors, three of whom are “independent” within the meaning of the corporate governance standards of the NYSE American listing rules and meet the criteria for independence set forth in Rule 10A-3 of the Exchange Act.
Corporate Governance
The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors.
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Committees of the Board of Directors
Audit Committee. We have established an audit committee and have adopted a charter for the audit committee. Our audit committee consists of Louis Ramesh Ruben, Shibu Chacko Jacob Vadaketh and Baharom Bin Embi. Louis Ramesh Ruben is the chairperson of our audit committee. We have determined that Louis Ramesh Ruben, Shibu Chacko Jacob Vadaketh and Baharom Bin Embi satisfy the “independence” requirements of the NYSE American listing rules under and Rule 10A-3 under the Exchange Act. Our board of directors has also determined that Louis Ramesh Ruben qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses financial sophistication within the meaning of the NYSE American listing rules. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our Company. The audit committee is responsible for, among other things:
| ● | appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; | |
| ● | reviewing with the independent auditors any audit problems or difficulties and management’s response; | |
| ● | discussing the annual audited financial statements with management and the independent auditors; | |
| ● | reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; | |
| ● | reviewing and approving all proposed related party transactions; | |
| ● | meeting separately and periodically with management and the independent auditors; and | |
| ● | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. |
Compensation Committee. We have established a compensation committee and have adopted a charter for the compensation committee. Our compensation committee consists of Louis Ramesh Ruben, Shibu Chacko Jacob Vadaketh and Baharom Bin Embi. Baharom Bin Embi is the chairperson of our compensation committee. We have determined that Louis Ramesh Ruben, Shibu Chacko Jacob Vadaketh and Baharom Bin Embi satisfy the “independence” requirements of the NYSE American listing rules under and Rule 10A-3 under the Exchange Act. The compensation committee assists our board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee will be responsible for, among other things:
| ● | reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; | |
| ● | reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; | |
| ● | reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and | |
| ● | selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management. |
Nominating and Corporate Governance Committee. We have established a nominating and corporate governance committee and have adopted a charter for the nominating and corporate governance committee. Our nominating and corporate governance committee consists of Louis Ramesh Ruben, Shibu Chacko Jacob Vadaketh and Baharom Bin Embi. Shibu Chacko Jacob Vadaketh will be the chairperson of our nominating and corporate governance committee. We have determined that Louis Ramesh Ruben, Shibu Chacko Jacob Vadaketh and Baharom Bin Embi satisfy the “independence” requirements of the NYSE American listing rules under and Rule 10A-3 under the Exchange Act. The nominating and corporate governance committee assists our board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things:
| ● | selecting and recommending to the board nominees for election by the stockholders or appointment by the board; | |
| ● | reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; | |
| ● | making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and | |
| ● | advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken. |
Code of Business Conduct and Ethics
Our board of directors has adopted a code of business conduct and ethics, which will be applicable to all of our directors, officers, and employees. Our code of business conduct and ethics will be filed as Exhibit 14.1 of this Form 10-K.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms furnished to us and written representations by our officers and directors regarding their compliance with applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements for our executive officers, directors and 10% stockholders were met during the year ended December 31, 2025.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation of our principal executive officer, and principal financial officer who served for the year ended December 31, 2025 and 2024, for services rendered in all capacities to us.
Summary Compensation Table:
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||
| Kai Cheong Wong, Chief Executive Officer, President, Secretary, | 2025 | 70,343 | 4,672 | - | - | - | - | - | 75,015 | |||||||||||||||||||||||||
| Treasurer, Director (Principal Executive Officer) | 2024 | 52,625 | 4,385 | - | - | - | - | - | 57,010 | |||||||||||||||||||||||||
| Ghi Geok Khoo, Chief Financial Officer | 2025 | 29,808 | - | - | - | - | - | - | 29,808 | |||||||||||||||||||||||||
| (Principal Financial Officer, Principal Accounting Officer) | 2024 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| Hui Yin Cham, Former Finance Manager | 2025 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| (Former Principal Financial Officer, Former Principal Accounting Officer) | 2024 | 65,781 | 8,552 | - | - | - | - | - | 74,333 | |||||||||||||||||||||||||
Narrative Disclosure to Summary Compensation Table
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.
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Stock Option Grants
We have not granted any stock options to our executive officers since our incorporation.
Employment Agreements
We do not have an employment or consulting agreement with any officers or directors.
Insider Trading Policy
The
Company has
Compensation Discussion and Analysis
Director Compensation
Our, independent directors, Louis Ramesh Ruben, Shibu Chacko Jacob Vadaketh and Baharom Bin Embi receive a monthly fee of $500 respectively, in cash payable, as compensation for their services. The Board of Directors reserves the right in the future to alter the awards to the members of the Board of Directors in cash or stock-based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.
Executive Compensation Philosophy
Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.
Incentive Bonus
The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.
Long-term, Stock Based Compensation
In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
As of December 31, 2025, the Company has 81,915,838 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report.
The following table sets forth, as of December 31, 2025 certain information with regard to the record and beneficial ownership of the Company’s common stock by (i) each person known to the Company to be the record or beneficial owner of more than 5% of the Company’s common stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of the Company as a group:
| Name and Address of Beneficial Owner | Shares of Common Stock Beneficially Owned | Common Stock Voting Percentage Beneficially Owned | Total Voting Percentage Beneficially Owned | |||||||||
| Executive Officers and Directors1 | ||||||||||||
| Kai Cheong Wong, Chief Executive Officer, President, Secretary, Treasurer and Director (Principal Executive Officer) | 26,150,929 | 31.92 | % | 31.92 | % | |||||||
| Ghi Geok Khoo, Chief Financial Officer | - | - | - | |||||||||
| Kok Wah Seah2, Director | 21,350,000 | 26.06 | % | 26.06 | % | |||||||
| Louis Ramesh Ruben, Independent Director | - | - | - | |||||||||
| Shibu Chacko Jacob Vadaketh, Independent Director | - | - | - | |||||||||
| Baharom Bin Embi, Independent Director | 14,000 | 0.02 | % | 0.02 | % | |||||||
| All of executive officers and directors as a group | 47,514,929 | 58.00 | % | 58.00 | % | |||||||
| 5% or greater shareholders (excluding officers/directors) | ||||||||||||
| Swee Ping Hoo3 | 11,310,869 | 13.81 | % | 13.81 | % | |||||||
| SEATech Ventures Corp.4 | 10,000,000 | 12.21 | % | 12.21 | % | |||||||
Notes:
1 Unless otherwise indicated, the business address of each of the individuals is Suite 30.02, 30th Floor, Menara KH (Promet), Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia.
2 Kok Wah Seah owns and controls 95% of the issued and outstanding shares of See Unicorn Ventures Sdn. Bhd. and is therefore the beneficial owner of the shares of the Company owned by See Ventures Sdn. Bhd. The business address of See Unicorn Ventures Sdn. Bhd. is 1105 & 1106, Tower A, Avenue 3 Vertical Business Suite, Jalan Kerinchi, Bangsar South, 59200 Kuala Lumpur, Malaysia.
3 Swee Ping Hoo is a former director of StarFIN Holdings Limited, serving between August 19, 2021 and February 25, 2025.
4 Greenpro Asia Strategic SPC is the beneficial owner of approximately 37% of the issued and outstanding shares of common stock of SEATech Ventures Corp., a Nevada corporation. The business address of SEATech Ventures Corp. is 11-05 & 11-06, Tower A, Avenue 3 Vertical Business Suite, Jalan Kerinchi, Bangsar South, 59200 Kuala Lumpur, Malaysia.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of the date of this table. In determining the percent of common stock owned by a person or entity as of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on as of the date of this Annual Report (81,915,838 shares), and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE
During the years ended December 31, 2025 and 2024, the Company have related party transactions as set forth below:
| Name of Related Parties | Relationship with the Company | |
| Kai Cheong Wong | Chief Executive Officer, President, Secretary, Treasurer and Director of the Company | |
| Insite MY International, Inc. | A company controlled by CEO, Mr. Kai Cheong Wong | |
| Siew Meng Tan | Spouse of CEO, Mr. Kai Cheong Wong |
| 29 |
For the years ended December 31, 2025 and 2024, the Company made purchases from Insite MY International, Inc. with a purchasing amount of $44,376 and $77,294 respectively. Our Chief Executive Officer and director, Mr. Kai Cheong Wong, is the major shareholder of Insite MY International, Inc. with a controlling interest of 77.5%.
The Company leases one office space with fee from Kai Cheong Wong with the following address:
| Property Address | Leasing Period | Monthly Leasing Fee | ||||||
| 1. | Suite 30.02, 30th Floor, Menara KH (Promet), Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia. | September 1, 2024 to August 31, 2026 | $ | 3,754 | ||||
The Company leases three office spaces with fees from Siew Meng Tan with the following addresses:
| Property Address | Leasing Period | Monthly Leasing Fee | ||||||
| 1. | Suite 30.01, 30th Floor, Menara KH (Promet), Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia. | September 1, 2024 to August 31, 2026 | $ | 2,419 | ||||
| 2. | Unit 17-11, Level 17, Tower A, Vertical Business Suites, Avenue 3 Bangsar South, No.8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia. | April 16, 2020 to December 31, 2026 | $ | 1,495 | ||||
| 3.* | Unit 17-12, Level 17, Tower A, Vertical Business Suites, Avenue 3 Bangsar South, No.8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia. | June 1, 2023 to December 31, 2025 | $ | 934 | ||||
*The Company’s lease for this office space expired on December 31, 2025, and was not renewed. Accordingly, the Company no longer leases this office space as of that date.
The Company had the following related party balances at the end of the years:
| Amount due to related party | As of December 31, 2025 | As of December 31, 2024 | ||||||
| Kai Cheong, Wong | $ | 89,178 | $ | 146,018 | ||||
| Total | $ | 89,178 | $ | 146,018 | ||||
For the year ended December 31, 2025 | For the year ended December 31, 2024 | |||||||
| Purchases | ||||||||
| - Insite MY International, Inc. | $ | 44,376 | $ | 77,294 | ||||
| Office space leasing | ||||||||
| - Kai Cheong Wong | 45,052 | 42,288 | ||||||
| - Siew Meng Tan | 50,943 | 52,693 | ||||||
| Total | $ | 140,371 | $ | 172,275 | ||||
Review, Approval and Ratification of Related Party Transactions
Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.
| 30 |
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
The following table sets forth the aggregate amount of fees billed to the Company for professional services rendered by its independent registered public accounting firms for the fiscal years ended December 31, 2025 and 2024.
We have engaged JP Centurion & Partners PLT as our principal accountant since August 31, 2020.
| ACCOUNTING FEES AND SERVICES | 2025 | 2024 | ||||||
| Audit fees | $ | 50,433 | $ | 49,318 | ||||
| Audit-related fees | - | - | ||||||
| Tax fees | - | - | ||||||
| All other fees | - | - | ||||||
| Total | $ | 50,433 | $ | 49,318 | ||||
The category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents.
The category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation.
The category of “Tax fees” includes fees for our annual tax assessment rendered in connection with annually tax filings.
All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.
| 31 |
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements
The following are filed as part of this report:
Financial Statements
The following financial statements of AsiaFIN Holdings Corp. and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this Report:
| Page | |
| Audited Financial Statements | |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | F-2 |
| CONSOLIDATED BALANCE SHEETS | F-3 |
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | F-4 |
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY | F-5 |
| CONSOLIDATED STATEMENTS OF CASH FLOWS | F-6 |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | F-7 – F-22 |
(b) Exhibits
The following exhibits are filed herewith:
(c) Financial Statement Schedules
None.
ITEM 16. FORM 10-K SUMMARY.
As permitted, the registrant has elected not to include a summary of information required by Form 10-K.
| 32 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| ASIAFIN HOLDINGS CORP. | ||
| Date: March 31, 2026 | By: | /s/ Kai Cheong Wong |
| Kai Cheong Wong | ||
| Chief Executive Officer, President, Director, Secretary, Treasurer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Date: March 31, 2026 | By: | /s/ Kai Cheong Wong |
| Kai Cheong Wong | ||
Chief Executive Officer President, Director, Secretary and Treasurer (Principal Executive Officer) | ||
| Date: March 31, 2026 | By: | /s/ Ghi Geok Khoo |
| Ghi Geok Khoo | ||
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||
| Date: March 31, 2026 | By: | /s/ Kok Wah Seah |
| Kok Wah Seah | ||
| Director |
| 33 |
INDEX TO FINANCIAL STATEMENTS
| Page | |
| Audited Financial Statements | |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: |
F-2 |
| CONSOLIDATED BALANCE SHEETS | F-3 |
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | F-4 |
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY | F-5 |
| CONSOLIDATED STATEMENTS OF CASH FLOWS | F-6 |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | F-7 – F-22 |
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
AsiaFIN Holdings Corp.
Suite 30.02, 30th Floor
Menara KH (Promet), Jalan Sultan Ismail
50250 Kuala Lumpur, Malaysia
Opinion on the Financial Statements
Restatement of Financial Statements
As discussed in Note 2, the financial statements for financial year ended December 31, 2024 have been restated to correct a misstatement.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole and we are not, by communication the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation of trade receivables and Expected Credit Losses (“ECL”)
The identification and measurement of credit impairment under ASC 326 – Financial Instruments: Credit Losses require management to exercise significant judgement in determining whether a financial asset is credit-impaired and, if so, to measure the loss allowance. Specifically, the determination of Expected Credit Losses (ECL) for trade receivables involves subjective assessments regarding the collectability of outstanding balances, the creditworthiness of customers, and the appropriateness of forecasted economic conditions.
Given the complexity and judgement involved, we identified the impairment of trade receivables as a critical audit matter. The calculation of the loss allowance significantly impacts the financial statements and requires careful evaluation of assumptions, estimates, and the adequacy of data used in the assessment process.
Our audit procedure in this area included the following, among others:
| a) | Obtained an understanding of the management’s process in determining and calculating the expected credit loss; |
| b) | Assessed significant assumptions, including recovery rates and impairment ratios and those relating to future economic events that are used to calculated expected credit losses; |
| c) | Tested the completeness and accuracy of data used in the ECL calculation including the customer’s ageing reports, |
| d) | Tested the mathematical accuracy of the ECL model, |
| e) | Obtained an understanding of the latest development and the basis of measuring the impairment allowance for specific provisions and assessed management assumptions given the circumstances; and |
| f) | Assessed the adequacy of the relevant disclosures included in the consolidation financial statements |
 |
|
|
|
|
We have served as the Company’s auditor since 2020. | |
| March 31, 2026 | |
| F-2 |
Item 1. Financial statements
ASIAFIN HOLDINGS CORP.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2025 AND 2024 (Audited)
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
As of December 31, 2025 | As of December 31, 2024 | |||||||
| Audited | Audited | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Account receivables, net | ||||||||
| Prepayment, deposits and other receivables | ||||||||
| Contract assets | ||||||||
| Amount due from related parties (including $ | ||||||||
| Tax assets | ||||||||
| Total current assets | $ | $ | ||||||
| Non-current Assets | ||||||||
| Right-of-use assets, net | $ | $ | ||||||
| Property, plant and equipment, net | ||||||||
| Deferred tax assets | ||||||||
| Investment in associates | ||||||||
| Total non-current assets | $ | $ | ||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accrued liabilities and other payables | $ | $ | ||||||
| Account payables (including $ | ||||||||
| Contract liabilities | ||||||||
| Income tax payable | ||||||||
| Amount due to director | ||||||||
| Finance lease liability – current portion | ||||||||
| Operating lease liability – current portion | ||||||||
| Total current liabilities | $ | $ | ||||||
| Non-current liabilities | ||||||||
| Amount due to director – non-current portion | ||||||||
| Amount due | ||||||||
| Finance lease liability – non-current portion | ||||||||
| Operating lease liability – non-current portion | ||||||||
| Deferred tax liabilities | ||||||||
| Total non-current liabilities | $ | $ | ||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred shares, $ par value; shares authorized; issued and outstanding | $ | $ | ||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding as of December 31, 2025 and December 31, 2024 | ||||||||
| Additional paid-in capital | ||||||||
Share subscriptions received in advance | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Non-controlling interest | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ EQUITY | $ | $ | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
| F-3 |
ASIAFIN HOLDINGS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In United States Dollars (“US$” or “$”), except for number of shares or as otherwise stated)
For the year ended December 31, 2025 | For the year ended December 31, 2024 | |||||||
| Audited | Audited | |||||||
| REVENUE | $ | $ | ||||||
| COST OF REVENUE (including $ | ( | ) | ( | ) | ||||
| GROSS PROFIT | $ | $ | ||||||
| SHARE OF LOSS FROM OPERATION OF ASSOCIATE | ( | ) | ( | ) | ||||
| OTHER INCOME | $ | $ | ||||||
| SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (including $ | $ | ( | ) | $ | ( | ) | ||
| INCOME/(LOSS) BEFORE INCOME TAX | $ | $ | ( | ) | ||||
| INCOME TAX EXPENSES | ( | ) | ( | ) | ||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| Net loss attributable to non-controlling interest | ||||||||
| NET LOSS ATTRIBUTED TO COMMON SHAREHOLDERS OF ASIAFIN HOLDINGS CORP. | ( | ) | ( | ) | ||||
| Other comprehensive income: | ||||||||
| - Foreign currency translation income | ||||||||
| TOTAL COMPREHENSIVE INCOME/(LOSS) | $ | $ | ( | ) | ||||
| NET LOSS PER SHARE, BASIC AND DILUTED | $ | ) | $ | ) | ||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | ||||||||
See accompanying notes to consolidated financial statements.
| F-4 |
ASIAFIN HOLDINGS CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (Audited)
(In United States Dollars (“US$” or “$”), except for number of shares or as otherwise stated)
NUMBER OF SHARES | AMOUNT | ADDITIONAL PAID-IN CAPITAL |
ACCUMULATED DEFICIT | ACCUMULATED COMPREHENSIVE LOSS | NONCONTROLLING INTEREST | TOTAL STOCKHOLDERS’ EQUITY | ||||||||||||||||||||||||||
| COMMON STOCK | SHARE | ACCUMULATED | ||||||||||||||||||||||||||||||
NUMBER OF SHARES | AMOUNT | ADDITIONAL PAID-IN CAPITAL |
SUBSCRIPTIONS RECEIVED IN ADVANCE | ACCUMULATED DEFICIT | OTHER COMPREHENSIVE LOSS | NON- CONTROLLING INTEREST | TOTAL STOCKHOLDERS’ EQUITY | |||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Share subscriptions received in advance | - | |||||||||||||||||||||||||||||||
| Net loss for the year | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| COMMON STOCK | SHARE | ACCUMULATED | ||||||||||||||||||||||||||||||
| NUMBER OF SHARES | AMOUNT | ADDITIONAL PAID-IN CAPITAL | SUBSCRIPTIONS RECEIVED IN ADVANCE | ACCUMULATED DEFICIT | OTHER
COMPREHENSIVE LOSS | NON- CONTROLLING INTEREST | TOTAL
STOCKHOLDERS’ EQUITY | |||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| New issuance of shares on January 20, 2025 | ||||||||||||||||||||||||||||||||
| Share subscriptions received in advance | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Net loss for the year | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
See accompanying notes to consolidated financial statements
| F-5 |
ASIAFIN HOLDINGS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In United States Dollars (“US$” or “$”), except for number of shares or as otherwise stated)
| 2025 | 2024 | |||||||
For the Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| (Audited) | (Audited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Impairment of investment in associate | ||||||||
| Share of loss from operation of associate | ||||||||
| Adjustments to reconcile net loss to net cash generated from operating activities | ||||||||
| Depreciation and amortization | ||||||||
| Gain on disposal of property, plant and equipment | ( | ) | ||||||
| Provision for credit loss allowance | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Account payables | ||||||||
| Account receivables | ( | ) | ||||||
| Prepayment, deposits and other receivables | ( | ) | ( | ) | ||||
| Contract assets | ( | ) | ||||||
| Accrued liabilities and other payables | ( | ) | ||||||
| Contract liabilities | ||||||||
| Tax assets | ( | ) | ||||||
| Deferred tax assets/liabilities | ( | ) | ||||||
| Income tax payable | ||||||||
| Change in lease liability | ( | ) | ( | ) | ||||
| Net cash provided by operating activities | $ | $ | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Proceed on disposal of property, plant and equipment | ||||||||
| Investment in associate | ( | ) | ||||||
| Net cash used in investing activities | $ | ( | ) | $ | ( | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of common shares | ||||||||
Share subscriptions received in advance | ( | ) | ||||||
| Repayment to director | ( | ) | ( | ) | ||||
| Advances from finance lease liabilities | ( | ) | ||||||
| Advances to related companies | ( | ) | ( | ) | ||||
| Net cash (used in)/provided by financing activities | $ | ( | ) | $ | ||||
| Effect of exchange rate changes in cash and cash equivalents | ||||||||
| Net changes in cash and cash equivalents | ||||||||
| Cash and cash equivalents, beginning of year | ||||||||
| CASH AND CASH EQUIVALENTS, END OF YEAR | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest paid | $ | $ | ||||||
| SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Initial recognition of operating lease right-of-use assets and operating lease obligations upon adoption of ASC Topic 842 | $ | $ | ||||||
| Initial recognition of the balance payment of finance lease right-of-use asset by finance lease liabilities | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
| F-6 |
ASIAFIN HOLDINGS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In United States Dollars (“US$” or “$”), except for number of shares or as otherwise stated)
1. ORGANIZATION AND BUSINESS BACKGROUND
AsiaFIN Holdings Corp., a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on June 14, 2019.
On June 14, 2019, Mr. Kai Cheong Wong was appointed Chief Executive Officer, President, Secretary, Treasurer and Director.
On September 18, 2020, Mr. Kok Wah Seah was appointed Director of the Company.
On
December 18, 2019, we acquired
On
December 23, 2019, the Malaysia Company acquired AsiaFIN Holdings Limited (the “Hong Kong Company”), a private limited company
incorporated in Hong Kong. In consideration of the equity interests of AsiaFIN Holdings Limited, our Chief Executive Officer, Mr. Wong
was compensated $
On
December 22, 2022, AsiaFIN Holdings Corp. entered into an Acquisition Agreement (the “Agreement”) with StarFIN Holdings Limited.
(“SFHL”), a private limited company organized under the law of British Virgin Islands, and the shareholders of SFHL. Pursuant
to the Agreement, the Company purchased shares of SFHL (the “SFHL Shares”), representing all of the issued and outstanding
shares of common stock of SFHL. As consideration, the Company agreed to issue to the shareholders of SFHL shares of our common
stock, at a value of $ per share, for an aggregate value of $
Our
Chief Executive Officer, President, Director, Secretary and Treasurer, Mr. Kai Cheong Wong is also the director of SFHL. Prior to the
acquisition, Mr. Kai Cheong Wong held
Initially, the Company, through its subsidiaries, was in the business of providing market research studies and consulting services to its client, which were primarily in the payment solution industry.
After the acquisition of SFHL on February 23, 2023, we have broadened our service offerings in the information technology industry such as providing payment processing solution, software solution on regulatory and financial reporting (RegTech), including Environmental Social and Governance (ESG) consultancy & reporting and Robotic Process Automation (RPA) software solution across Asia.
The table below sets forth details of the Company’s subsidiaries and associates:
SCHEDULE OF SUBSIDIARIES
| No. | Subsidiary Company Name |
Domicile and Date of Incorporation | Particulars of Issued Capital |
Principal Activities | ||||
| 1 | AsiaFIN Holdings Corp. | share of common stock | ||||||
| 2 | AsiaFIN Holdings Limited | share of common stock | ||||||
| 3 | StarFIN Holdings Limited | shares of common stock | ||||||
| 4 | Insite MY Holdings Sdn Bhd (FKA StarFIN Asia Sdn Bhd) | shares of common stock | ||||||
| 5 | OrangeFIN Academy Sdn Bhd (FKA Insite MY.Com Sdn Bhd) | shares of common stock | ||||||
| ` | ||||||||
| 6 | Insite MY Systems Sdn Bhd | shares of common stock | ||||||
| 7 | Insite MY Innovations Sdn Bhd | shares of common stock | ||||||
| 8 | OrangeFIN Asia Sdn Bhd | shares of common stock | ||||||
| 9 | TellUS Report Sdn Bhd | shares of common stock |
| No. | Associate Company Name | Domicile and Date of Incorporation | Particulars of Issued Capital | Principal Activities | ||||
| 1 | Murni StarFIN Sdn Bhd | shares of common stock | ||||||
| 2 | KSP AsiaFIN Co., Ltd. (FKA KSP StarFIN Co., Ltd.) | shares of common stock |
Mr. Kai Cheong Wong is the common director of all of aforementioned companies except KSP AsiaFIN Co., Ltd.
| F-7 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
The accompanying financial statements include the accounts of the Company and its subsidiaries and associates. Intercompany transactions and balances were eliminated in consolidation. The Company has adopted December 31 as its fiscal year end.
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiaries which the Company controls and entities for which the Company is the primary beneficiary. For those consolidated subsidiaries where the Company’s ownership is less than 100%, the outside shareholders’ interests are shown as non-controlling interests in equity. Acquired businesses are included in the consolidated financial statements from the date on which control is transferred to the Company. Subsidiaries are deconsolidated from the date that control ceases. All inter-company accounts and transactions have been eliminated in consolidation.
Below is the organization chart of the Group.
Restatement of financial statements
Subsequent to the issuance of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, the Company identified that “share subscriptions received in advance” had been recorded incorrectly as “accrued liabilities and other payables” within current liabilities. These amounts represent consideration received from investors for shares that had not yet been issued as of the respective balance-sheet dates.
The Company has restated its consolidated balance sheet as of December 31, 2024 to reclassify the amount of $, which was previously included within current liabilities, to stockholders’ equity. The reclassification resulted in a decrease to current liabilities and a corresponding increase to total stockholders’ equity (“Share subscriptions received in advance”) as of December 31, 2024. The Company has restated its consolidated statement of cash flows for the year ended December 31, 2024 to reclassify the amount of $, which was previously included within operating activity, to financing activity. The reclassification resulted in a decrease to operating activities (“Accrued liabilities and other payables”) and a corresponding increase to financing activities (“Share subscriptions received in advance”) for the year ended December 31, 2024. The corrections did not affect the Company’s net income or total assets for the period presented.
The accompanying consolidated financial statements and related disclosures have been restated to reflect this correction.
Use of Estimates
In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.
Cash and Cash Equivalents
The Company considers short-term, highly liquid investments with an original maturity of 90 days or less to be cash equivalents.
Our
deposit in Malaysia banks are secured by Perbadanan Insurans Deposit Malaysia, compensating up to a limit of Malaysia Ringgit MYR
| F-8 |
Property, Plant and Equipment
Plant and equipment are stated at cost, with depreciation and amortization provided using the straight-line method over the following periods:
Property, plant and equipment are stated at cost, with depreciation and amortization provided using the straight-line method over the following periods:
SCHEDULE OF PLANT AND EQUIPMENT DEPRECIATION PERIODS
| Asset Categories | Depreciation Periods | |
| Renovation | ||
| Computer Systems | ||
| Furniture and Fittings | ||
| Electrical Fittings | ||
| Handphone | ||
| Office Equipment | ||
| Motor Vehicle | ||
| Property |
Credit losses
The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables.
Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecasts. Based on the aging categorization and the adjusted loss rate per category, an allowance for credit losses is calculated by multiplying the adjusted loss rate with the amortized cost in the respective age category.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326), which introduces a practical expedient for measuring expected credit losses on trade receivables and contract assets. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim periods within fiscal years beginning after December 15, 2026. Early adoption is permitted. The Company already adopted this ASU on its consolidated financial statements and related disclosure. The Company has elected practical expedient under ASU 2025-05 for the year ended December 31, 2025 which permits assuming that current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when estimating expected credit losses. Accordingly, the Company’s estimate of the allowance for expected credit losses on current accounts receivable is determined by applying an adjusted loss rate to the amortized cost of receivables within each respective aging category, based on historical data over a 25-month period.
Investment in associate
The Company accounts for its investment in associate in accordance with ASC Topic 323, “Investments – Equity Method and Joint Ventures”, whereby equity investments of 20% or greater, but less than a controlling interest, are accounted for using the equity method. Under this method, the investment is initially recorded at cost and subsequently adjusted for the Company’s proportionate share of the investee’s net income or loss, which is recognized in the consolidated statements of operations and comprehensive income, with a corresponding adjustment to the carrying value of the investment. The Company evaluates its equity method investments for potential significant influence, if the Company became primary beneficiary, it could consolidate the investee and recognize a noncontrolling interest for the portion not owned.
Revenue recognition
The Company through subsidiaries generate multiple streams of revenues based on different business model adopted by each subsidiary through provisions of services and recognized upon customer obtained control of promised services and recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company applies the following five-step model in order to determine this amount:
(i) Identify contract with customer;
(ii) Identify distinct performance obligations in contract, including promises if any;
(iii) Measurement of the transaction price, including the constraint on variable consideration;
(iv) Allocation of the transaction price to the performance obligations; and
(v) Recognition of revenue when (or as) the Company satisfies each performance obligation.
The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the delivery of the finalized information technology services such as business system integration and management services, computer programming activities and services to the customers (see Note 3).
Cost of revenue
Cost of revenue includes direct costs associated with provision of services such as development costs, purchases of third-party software, maintenance fees and consultation fees.
| F-9 |
Income tax expense
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 years 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. The Company also adopted ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires disaggregated information about the reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclosed 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.
The Company conducts major businesses in Malaysia and is subject to tax in their own jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.
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 statement of operations and comprehensive income (loss).
The functional currency of the Company is the United States Dollars (“US$” or “US dollars”) and the accompanying financial statements have been expressed in US dollars. In addition, the Company’s subsidiary maintains its books and record in Malaysia Ringgit (“MYR”), United States Dollars (“US$”), Hong Kong Dollars (“HK$”) and Thailand Baht (“THB”), which is the respective 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 subsidiaries whose functional currency is not US dollars are translated into US dollars, 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.
Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective periods:
SCHEDULE OF FOREIGN EXCHANGE RATE
For the years ended December 31 | ||||||||
| 2025 | 2024 | |||||||
| Period-end MYR : US$1 exchange rate | ||||||||
| Period-average MYR : US$1 exchange rate | ||||||||
| Period-end HK$ : US$1 exchange rate | ||||||||
| Period-average HK$ : US$1 exchange rate | ||||||||
| Period-end THB : US$1 exchange rate | ||||||||
| Period-average THB : US$1 exchange rate | ||||||||
| F-10 |
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.
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.
Lease
The Company offices for fixed periods pre-emptive extension options. The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term.
Lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.
In determining the present value of the unpaid lease payments, ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company leases do not provide an implicit rate, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments.
| F-11 |
Segment Reporting
The Company follows the guidance of ASC 280, “Segment Reporting”, which 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. For the year ended December 31, 2025, the Company has three reportable segments based on business unit, Payment Processing (Fintech), Regulatory Technology (RegTech) and Robotic Process Automation (RPA) businesses and two reportable segments based on country, Malaysia and Non-Malaysia. The Company also adopted ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.
Recently Issued Accounting Standards and Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires enhanced disclosures of certain income statement expenses. In January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted, either prospectively or retrospectively.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326), which introduces a practical expedient for measuring expected credit losses on trade receivables and contract assets. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. The Company already adopted this ASU on its consolidated financial statements and related disclosure. The Company has elected practical expedient under ASU 2025-05 for the year ended December 31, 2025 which permits assuming that current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when estimating expected credit losses. Accordingly, the Company’s estimate of expected credit losses for current accounts receivables is based on the delinquency status of those uncollected balances as of December 31, 2025. The Company calculates the expected credit loss rate by applying the rate of change between the balances from the previous quarter and the uncollected balances in the current quarter on the historical loss rate.
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. REVENUE FROM CONTRACTS WITH CUSTOMERS
The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, by applying the five-step model to all contracts with customers: (i) identification of the contract, (ii) identification of performance obligations, (iii) determination of the transaction price, (iv) allocation of the transaction price to the performance obligations, and (v) recognition of revenue when, or as, the Company satisfies a performance obligation.
The Company’s revenue is derived from the provision of system solutions in Payment Processing (Fintech), Regulatory Technology (RegTech) and Robotic Process Automation (RPA). Each contract specifies the services to be delivered, the total consideration, and the applicable payment terms.
Performance obligations generally consist of the delivery of software solutions, implementation services, customization, and, when applicable, post-implementation support and maintenance. The Company evaluates whether such services are distinct and accounts for them as separate performance obligations if appropriate.
The transaction price is determined based on the consideration specified in the contract, which may include fixed and variable amounts. Variable consideration, if any, is estimated using either the expected value or the most likely amount method, depending on which better predicts the amount of consideration to which the Company will be entitled. The Company includes variable consideration in the transaction price only to the extent that it is probable that a significant reversal of revenue will not occur.
Revenue is recognized when control of the promised goods or services is transferred to the customer. For implementation and customization services, revenue is generally recognized over time as the services are performed, as the customer simultaneously receives and consumes the benefits. For software solutions, revenue is recognized at a point in time or over time, depending on the nature of the arrangement and the transfer of control. Revenue from support and maintenance services is typically recognized over time on a straight-line basis over the service period.
The Company’s payment terms vary by contract but generally require payment within a specified period following invoicing. In certain arrangements, the Company may receive advance payments, which are recorded as contract liabilities and recognized as revenue when the related performance obligations are satisfied.
Cost of revenue
Cost of revenue includes direct costs associated with provision of services such as development costs, purchases of third-party software, maintenance fees and consultation fees.
Disaggregation of revenue
The table below shows the revenue disaggregation by type of services for the year ended December 31, 2025 and 2024:
SCHEDULE OF REVENUE DISAGGREGATION BY TYPE OF SERVICES
| Revenue disaggregation by type of services | As of December 31, 2025 (Audited) | As of December 31, 2024 (Audited) | ||||||
| Payment Processing (Fintech) | $ | $ | ||||||
| Regulatory Technology (RegTech) | ||||||||
| Robotic Process Automation (RPA) | ||||||||
| Total revenue | $ | $ | ||||||
| F-12 |
Contract assets
Contract assets represent the Company’s right to consideration in exchange for services transferred to customers for which the Company has not yet billed the customer.
Contract liabilities
For a service contract where the performance obligation has not been completed, the contract liabilities are recorded for any payments received in advance from the customer before completion of the performance obligation.
As of December 31, 2025 and 2024, the Company’s contract assets and contract liabilities are classified as current assets and current liabilities, respectively, as presented below:
SCHEDULE OF CONTRACT ASSETS AND CONTRACT LIABILITIES ARE CLASSIFIED AS CURRENT ASSETS AND CURRENT LIABILITIES
As of December 31, 2025 (Audited) | As of December 31, 2024 (Audited) | |||||||
| Current assets | ||||||||
| Contract assets | $ | $ | ||||||
| Current liabilities | ||||||||
| Contract liabilities | $ | $ | ||||||
Changes in contract assets during the year ended December 31, 2025 are as follows:
SCHEDULE OF CONTRACT ASSETS
For the year ended (Audited) | ||||
| Contract assets, January 1, 2025 | $ | |||
| New contract assets | ||||
| Revenue recognized and billed | ( | ) | ||
| Exchange difference | ||||
| Contract assets, December 31, 2025 | $ | |||
Changes in contract liabilities during the year ended December 31, 2025 are as follows:
SCHEDULE OF CHANGES IN CONTRACT LIABILITIES
For the year ended (Audited) | ||||
| Contract liabilities, January 1, 2025 | $ | |||
| New contract liabilities | ||||
| Performance obligations satisfied | ( | ) | ||
| Exchange difference | ||||
| Contract liabilities, December 31, 2025 | $ | |||
Remaining performance obligations
Remaining performance obligations represent the transaction
price of firm orders for which a good or service has not been delivered to our customer. As of December 31, 2025, the aggregate amount
of the transaction price allocated to remaining performance obligations was $
4. ACCOUNT RECEIVABLES, NET
SCHEDULE OF ACCOUNT RECEIVABLES
As of December 31, 2025 (Audited) | As of December 31, 2024 (Audited) | |||||||
| Account receivables, gross | $ | $ | ||||||
| Allowance for expected credit loss | ( | ) | ( | ) | ||||
| Reversal of expected credit loss | ||||||||
| Account receivables, net | $ | $ | ||||||
| F-13 |
5. PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES
SCHEDULE OF PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES
As of December 31, 2025 (Audited) | As of December 31, 2024 (Audited) | |||||||
| Prepaid expenses | $ | $ | ||||||
| Other receivables | ||||||||
| Other deposits | ||||||||
| Total | $ | $ | ||||||
Prepaid expenses include website domain, third party software maintenance and subscription, OTC Markets fee, employee and motor vehicle insurance.
Other receivables include receivables from service tax and management of car park for director and employees.
Other deposits primarily include deposit of the tenancy agreement and deposit made for security deposit for renovation and car park deposit.
6. PROPERTY, PLANT AND EQUIPMENT, NET
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT
As of December 31, 2025 (Audited) | As of December 31, 2024 (Audited) | |||||||
| Computer systems | $ | $ | ||||||
| Furniture and fittings | ||||||||
| Electrical fittings | ||||||||
| Handphone | ||||||||
| Office equipment | ||||||||
| Renovation | ||||||||
| Motor vehicle | ||||||||
| Property | ||||||||
| Total property, plant and equipment | $ | $ | ||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Total property, plant and equipment, net | $ | $ | ||||||
SCHEDULE OF INVESTMENT IN PROPERTY AND PLANT
For the year ended December 31, 2025 (Audited) | For the year ended December 31, 2024 (Audited) | |||||||
| Investment in computer systems | $ | $ | ||||||
| Investment in furniture and fittings | ||||||||
| Investment in motor vehicle | ||||||||
| Investment in handphone | ||||||||
| Investment in office equipment | ||||||||
| Investment in renovation | ||||||||
| Total investment in property and plant | $ | $ | ||||||
| Depreciation for the period | $ | $ | ||||||
| F-14 |
7. ACCRUED LIABILITIES AND OTHER PAYABLES
SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES
As of December 31, 2025 (Audited) | As of December 31, 2024 (Audited) | |||||||
| Accrued expenses | $ | $ | ||||||
| Other payable | ||||||||
| Total | $ | $ | ||||||
Accrued expenses consist of outstanding audit fee, transfer agent fee, employee claims and salary, service tax and miscellaneous expenses.
Other payable includes primarily payable to third parties and service tax payable.
8. AMOUNT DUE TO DIRECTOR
As
of December 31, 2025 and 2024, the Company had an outstanding amount due to director amounted $
Aforementioned amount is unsecured, interest bearing and payable on demand or with tenure of 60 months.
9. AMOUNT DUE FROM RELATED PARTIES
As
of December 31, 2025, the Company has an outstanding amount due from several related companies with a common director and shareholder
in an aggregate amount of $
As
of December 31, 2024, the Company has an outstanding amount due from a number of related companies with common director and shareholder
in aggregate amounted $
In September 2025, the Company, through its subsidiary, entered into a loan agreement with a related party for working capital purposes,
with a loan amount of approximately $
Aforementioned amount is unsecured, interest bearing and payable on demand.
10. FINANCE LEASE LIABILITY
On
August 28, 2025, the Company, through its subsidiary, acquired a motor vehicle amounted $
For
the year ended December 31, 2025, the Company repaid $
Maturities of the loan for the remaining years are as follows:
SCHEDULE OF MATURITIES OF LOAN
| Year ending December 31, | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| Total | $ | |||
| F-15 |
11. LEASE RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITIES
Leases are classified as operating leases or finance leases in accordance with ASC 842. The Company’s operating leases are mainly related to office facilities. For leases with terms greater than 12 months, the Company records the related asset and liability at the present value of lease payments over the term. The Company’s lease agreements do not contain any material guarantees or restrictive covenants. The Company does not have any material finance leases or any sublease activities. Short-term leases, defined as leases with initial term of 12 months or less, are not reflected on the consolidated balance sheet.
During the year ended December 31, 2025, the Company
entered into three new lease agreements primarily related to office facilities. As a result, the Company recognized operating lease right-of-use
assets of $
During the year ended December 31, 2025, the Company
reassessed its lease term assumptions for certain leased office facilities and determined that it is no longer reasonably certain to exercise
certain renewal options. This reassessment was primarily driven by changes in the terms of the underlying lease agreements. As a result,
the Company remeasured the related lease liabilities, resulting in a decrease of $
The following table presents a summary of changes in the Company’s operating lease liabilities for the year ended December 31, 2025:
SCHEDULE OF OPERATING LEASE LIABILITIES
| Right-Of-Use Assets | ||||
| Balance as of December 31, 2024 (Audited) | $ | |||
| New right-of-use assets recognized | ||||
| Amortization for the year ended December 31, 2025 | ( | ) | ||
| Adjustment for non-exercising option | ( | ) | ||
| Adjustment for foreign currency translation difference | ||||
| Balance as of December 31, 2025 (Audited) | $ | |||
| Operating lease Liability | ||||
| Balance as of December 31, 2024 (Audited) | $ | |||
| New lease liability recognized | ||||
| Imputed interest for the year ended December 31, 2025 | ||||
| Gross repayment for the year ended December 31, 2025 | ( | ) | ||
| Adjustment for non-exercising option | ( | ) | ||
| Adjustment for foreign currency translation difference | $ | |||
| Balance as of December 31, 2025 (Audited) | $ | |||
| Operating lease liability current portion | $ | |||
| Operating lease liability non-current portion | $ | |||
Other information:
SCHEDULE OF OTHER INFORMATION
For the year ended December 31, 2025 | For the year ended December 31, 2024 | |||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flow to operating lease | $ | $ | ||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | ||||||||
| Remaining lease term for operating lease (years) | ||||||||
| Weighted average discount rate for operating lease | % | % | ||||||
12. RELATED PARTY TRANSACTIONS
For the years ended December 31, 2025 and 2024, the Company has following transactions with related parties:
SCHEDULE OF RELATED PARTIES TRANSACTIONS
For the year ended December 31, 2025 | For the year ended December 31, 2024 | |||||||
| Purchases | ||||||||
| - Insite MY International, Inc. | $ | $ | ||||||
| Leasing | ||||||||
| - Office space leasing | ||||||||
| Total | $ | $ | ||||||
Our Chief Executive Officer, Mr. Kai Cheong Wong is a majority shareholder of Insite MY International, Inc.
For
the years ended December 31, 2025 and 2024, the Company has paid $
For
the years ended December 31, 2025 and 2024, the Company has paid $
| F-16 |
13. CONCENTRATION OF RISK
| (a) | Major Customers |
For
the year ended December 31, 2025, the Company generated total revenue of $
SCHEDULE OF CONCENTRATION OF RISK
| For the years ended December 31, | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenue | Percentage of Revenue | Accounts receivable, gross | ||||||||||||||||||||||
| Customer A | $ | $ | % | % | $ | $ | ||||||||||||||||||
| Others | % | % | ||||||||||||||||||||||
| Total | $ | $ | % | % | $ | $ | ||||||||||||||||||
| (b) | Major Suppliers |
For
the year ended December 31, 2025, the Company incurred cost of revenue of $
14. INCOME TAXES
The loss before income taxes of the Company for the years ended December 31, 2025 and 2024 were comprised of the following:
SCHEDULE OF LOSS BEFORE INCOME TAXES
| 2025 | 2024 | |||||||
| For the years ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Tax jurisdictions from: | ||||||||
| - Local | $ | ( | ) | $ | ( | ) | ||
| - Foreign, representing: | ||||||||
| Hong Kong | ( | ) | ( | ) | ||||
| British Virginia Island (non-taxable jurisdiction) | ( | ) | ( | ) | ||||
| Labuan, Malaysia (non-taxable jurisdiction) | ( | ) | ||||||
| Malaysia | ||||||||
| Income/(Loss) before income taxes | $ | $ | ( | ) | ||||
Provision for income taxes consisted of the following:
SCHEDULE OF PROVISION FOR INCOME TAXES
| For the years ended December 31 | ||||||||
| 2025 | 2024 | |||||||
| Current: | ||||||||
| - Local | $ | $ | ||||||
| - Foreign | $ | ( | ) | $ | ( | ) | ||
| Deferred tax assets: | ||||||||
| - Local | $ | $ | ||||||
| - Foreign | $ | $ | ||||||
| Deferred tax liabilities: | ||||||||
| - Local | $ | $ | ||||||
| - Foreign | $ | $ | ||||||
| Income tax payable: | ||||||||
| - Local | $ | $ | ||||||
| - Foreign | $ | $ | ||||||
| Tax assets: | ||||||||
| - Local | $ | $ | ||||||
| - Foreign | $ | $ | ||||||
| F-17 |
Effective and Statutory Rate Reconciliation
The
The following table summarizes a reconciliation of the Company’s income taxes expenses:
SCHEDULE OF RECONCILIATION OF INCOME TAXES EXPENSES
| 2025 | 2024 | |||||||
For the years ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Computed expected expenses | ( | )% | % | |||||
| Effect of foreign tax rate difference | ( | )% | ( | )% | ||||
| Valuation allowances | ( | )% | ( | )% | ||||
| Others | % | % | ||||||
| Effective tax rate | ( | )% | ( | )% | ||||
| 2025 | 2024 | |||||||
For the years ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Statutory federal income tax rate | % | % | ||||||
| Computed expected expenses | $ | ( | ) | $ | ||||
| Effect of foreign tax rate difference | ( | ) | ( | ) | ||||
| Valuation allowances | ( | ) | ( | ) | ||||
| Others | ||||||||
| Income tax expense | $ | ( | ) | $ | ( | ) | ||
| Deferred tax expense | ( | ) | ||||||
| Total income tax expense | $ | ( | ) | $ | ( | ) | ||
The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of December 31, 2025 and 2024:
SCHEDULE OF DEFERRED TAX ASSETS
As of December 31, 2025 | As of December 31, 2024 | |||||||
| Deferred tax assets: | ||||||||
| Net operating losses carry forwards | ||||||||
| - United States of America | $ | $ | ||||||
| - Hong Kong | ||||||||
| - British Virgin Islands | ||||||||
| - Labuan, Malaysia | ||||||||
| - Malaysia | ||||||||
| Total deferred tax assets | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets, net of valuation allowance | $ | $ | ||||||
The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. During the years presented, the Company has a number of subsidiaries that operates in various countries: the United States of America, Hong Kong, the British Virgin Islands and Malaysia 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 United States of America tax law with a tax rate of
| F-18 |
British Virgin Islands
The British Virgin Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the British Virgin Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the British Virgin Islands. The British Virgin Islands is not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the British Virgin Islands. Payments of dividends and capital in respect of our ordinary shares will not be subject to taxation in the British Virgin Islands and no withholding will be required on the payment of a dividend or capital to any holder of our ordinary shares, nor will gains derived from the disposal of our ordinary shares be subject to British Virgin Islands income or corporation tax. No stamp duty is payable in respect of the issue of the shares or on an instrument of transfer in respect of a share.
Hong Kong
AsiaFIN
Holdings Corp. is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of
Labuan, Malaysia
Labuan
was established an international offshore financial center in 1990 with its own specific laws and regulations to attract foreign investment
and promoting financial services. Under the current laws of Labuan, AsiaFIN Holdings Corp. is governed under the Labuan Business Activity
Tax Act 1990. Labuan offers a low fixed tax rate of 3% for a Labuan incorporated company carrying a Labuan trading activity while the
profit of a Labuan incorporated company carrying a Labuan non-trading activity for the tax assessment year shall not be charged to tax
under Labuan Business Activity Tax Act 1990, effectively subjecting to a 0% tax rate. Labuan trading activity includes banking, insurance,
trading, management, licensing, shipping operations or any other activity which is not a Labuan non-trading activity while Labuan non-trading
activity is defined as an activity relating to the holding of investments in securities, stock, shares, loans, deposits or any other
properties situated in Labuan by a Labuan incorporated company. For a Labuan incorporated company which fails to meet the substantial
activity requirements issued in a circular on April 29, 2020, the tax charge for such company is based on
Malaysia
Under
the Malaysian tax regulatory system, companies incorporated or operating in Malaysia that are wholly or partially owned by foreign entities
are generally subject to the standard corporate income tax rate of
As of December 31, 2025, the Company’s operations in Malaysia generated cumulative net operating income of
$
As
of December 31, 2025, the Company’s management believes that it is more likely than not that the deferred tax assets will not be
fully realizable in the future. As the Company incurred a net loss for the year, and in light of ongoing economic uncertainties, management has determined
that it is appropriate to maintain a full valuation allowance against its deferred tax assets. The Company will continue to evaluate its
valuation allowance policy and will consider adjustments only upon demonstrating sustained profitability over consecutive reporting periods. Accordingly, the Company has recorded a full valuation allowance against its deferred tax assets of $
| F-19 |
15. SHAREHOLDERS’ EQUITY
On
June 14, 2019, the Company issued shares of restricted common stock, with a par value of $ per share, to Kai Cheong Wong
in consideration of $
On
December 18, 2019, we, “the Company” acquired
On
December 20, 2019, the Company issued shares of restricted common stock to Kai Cheong Wong with a par value of $ per
share, in consideration of $
On
December 20, 2019, the Company issued shares of restricted common stock to See Unicorn Ventures Sdn. Bhd., a company incorporated
in Malaysia, with a par value of $ per share, in consideration of $
On
December 20, 2019, the Company issued shares of restricted common stock to SEATech Ventures Corp., a company incorporated
in Nevada, with a par value of $ per share, in consideration of $
On
December 20, 2019, the Company issued shares of restricted common stock to AsiaFIN Talent Sdn. Bhd., a company incorporated
in Malaysia, with a par value of $ per share, in consideration of $
Mr. Kang Kok Seng Michael and Mr. Ng Kai Thim are each an Officer and Director of, and also the controlling shareholders of AsiaFIN Talent Sdn. Bhd.
On
December 23, 2019, AsiaFIN Holdings Corp., Malaysia Company acquired AsiaFIN Holdings Limited (herein referred to as the “Hong
Kong Company”), a private limited company incorporated in Hong Kong. In consideration of the equity interests of AsiaFIN Holdings
Limited, our Chief Executive Officer, Mr. Wong was compensated $
On
February 7, 2020, the Company issued shares of restricted common stock to Jeremy Wong Zi Jun at the purchase price of $ per
share, for a total purchase price of $
On
August 3, 2021, the Company issued shares of common stock being sold at $ per share for a total of $
On
December 22, 2022, the Company entered into an acquisition agreement with the shareholders of StarFIN Holdings Limited, to acquire
On
January 20, 2025, the Company issued shares of restricted common stock to 14 individual shareholders at the purchase price of
$ per share, for a total purchase price of $
As of December 31, 2025, the Company have an issued and outstanding share of common stock of with an authorized share of common stock of with a par value of $. In addition, the Company have an authorized share of preference stock of with a par value of $, however share of preference stock was issued and outstanding as of December 31, 2025.
16. DIVIDEND
17. FOREIGN CURRENCY EXCHANGE RATE
The Company cannot guarantee that the current exchange rate will remain stable, therefore there is a possibility that the Company could post the same amount of income for two comparable periods and because of the fluctuating exchange rate post higher or lower income depending on exchange rate converted into US dollars at the end of the financial year. The exchange rate could fluctuate depending on changes in political and economic environments without notice.
| F-20 |
18. SEGMENT REPORTING
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.
The Company adopted the ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.
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.
SCHEDULE OF SEGMENT REPORTING
| By Business Unit | Fintech | Regtech | RPA | Total | ||||||||||||
| For the Year Ended and As of December 31, 2025 | ||||||||||||||||
| By Business Unit | Fintech | Regtech | RPA | Total | ||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross profit | $ | $ | $ | $ | ||||||||||||
| Share of loss from operation of associate | ( | ) | ( | ) | ||||||||||||
| Selling, general and administrative expenses and other income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income from operations | $ | $ | $ | ( | ) | $ | ||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| Capital expenditure | $ | $ | $ | $ | ||||||||||||
| By Country | Malaysia | Non-Malaysia | Total | |||||||||
For the Year Ended and As of December 31, 2025 | ||||||||||||
| By Country | Malaysia | Non-Malaysia | Total | |||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ( | ) | ( | ) | ||||||||
| Gross profit | $ | $ | $ | |||||||||
| Share of loss from operation of associate | ( | ) | ( | ) | ||||||||
| Selling, general and administrative expenses and other income | ( | ) | ( | ) | ( | ) | ||||||
| Income from operations | $ | $ | ( | ) | $ | |||||||
| Total assets | $ | $ | $ | |||||||||
| Capital expenditure | $ | $ | $ | | ||||||||
| F-21 |
| By Business Unit | Fintech | Regtech | RPA | Total | ||||||||||||
| For the Year Ended and As of December 31, 2024 | ||||||||||||||||
| By Business Unit | Fintech | Regtech | RPA | Total | ||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross profit | $ | $ | $ | ( | ) | $ | ||||||||||
| Share of loss from operation of associate | ( | ) | ( | ) | ( | ) | ||||||||||
| Selling, general and administrative expenses and other income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss from operations | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| Capital expenditure | $ | $ | $ | $ | ||||||||||||
| By Country | Malaysia | Non-Malaysia | Total | |||||||||
For the Year Ended and As of December 31, 2024 | ||||||||||||
| By Country | Malaysia | Non-Malaysia | Total | |||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ( | ) | ( | ) | ||||||||
| Gross profit | $ | $ | $ | |||||||||
| Share of loss from operation of associate | ( | ) | ( | ) | ||||||||
| Selling, general and administrative expenses and other income | ( | ) | ( | ) | ( | ) | ||||||
| Profit/(Loss) from operations | $ | $ | ( | ) | $ | ( | ) | |||||
| Total assets | $ | $ | $ | |||||||||
| Capital expenditure | $ | $ | $ | |||||||||
19. SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2025 up through the date the Company presented these audited financial statements.
| F-22 |
Exhibit 14.1
CODE OF ETHICS
OF
ASIAFIN HOLDINGS CORP.
1. Introduction
The Board of Directors of AsiaFIN Holdings Corp. (the “Company”) has adopted this code of ethics (the “Code”), which is applicable to all directors, officers and employees of the Company, with the intent to:
| ● | promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; | |
| ● | promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”), as well as in other public communications made by or on behalf of the Company; | |
| ● | promote compliance with applicable governmental laws, rules and regulations; | |
| ● | deter wrongdoing; and | |
| ● | require prompt internal reporting of breaches of, and accountability for adherence to, this Code. |
This Code may be amended only by resolution of the Company’s Board of Directors. In this Code, references to the “Company” include, in appropriate context, the Company’s subsidiaries, if any.
2. Honest, Ethical and Fair Conduct
Each person owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest, fair and candid. Deceit, dishonesty and subordination of the Company’s interests to personal interests are inconsistent with integrity. Service to the Company should never be subordinated to personal gain or advantage.
Each person must:
| ● | Act with integrity, including being honest and candid while still maintaining the confidentiality of the Company’s information where required or in the Company’s interests. | |
| ● | Observe all applicable governmental laws, rules and regulations. | |
| ● | Comply with the requirements of applicable accounting and auditing standards, as well as Company policies, in order to maintain a high standard of accuracy and completeness in the Company’s financial records and other business-related information and data. | |
| ● | Adhere to a high standard of business ethics and not seek competitive advantage through unlawful or unethical business practices. | |
| ● | Deal fairly with the Company’s customers, suppliers, competitors and employees. | |
| ● | Refrain from taking advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice. | |
| ● | Protect the assets of the Company and ensure their proper use. | |
| ● | Refrain from taking for themselves personally opportunities that are discovered through the use of corporate assets and refrain from using corporate assets, information, or position for general personal gain outside the scope of employment with the Company. |
| 1 |
| ● | Avoid conflicts of interest, wherever possible, except under guidelines or resolutions approved by the Board of Directors (or the appropriate committee of the Board of Directors). Anything that would be a conflict for a person subject to this Code also will be a conflict if it is related to a member of his or her family or a close relative. Examples of conflict of interest situations include, but are not limited to, the following: |
| ○ | any significant ownership interest in any supplier or customer; | |
| ○ | any consulting or employment relationship with any customer, supplier, or competitor; | |
| ○ | any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities with the Company; | |
| ○ | the receipt of any money, non-nominal gifts or excessive entertainment from any company with which the Company has current or prospective business dealings; | |
| ○ | being in the position of supervising, reviewing, or having any influence on the job evaluation, pay, or benefit of any close relative; | |
| ○ | selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable officers or directors are permitted to so purchase or sell; and | |
| ○ | any other circumstance, event, relationship or situation in which the personal interest of a person subject to this Code interferes, or even appears to interfere, with the interests of the Company as a whole. |
3. Disclosure
The Company strives to ensure that the contents of and the disclosures in public communications and in the reports and documents that the Company files with the SEC shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards, including standards of materiality, where appropriate. Each person must:
| ● | not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent auditors, governmental regulators, self-regulating organizations and other governmental officials, as appropriate; and | |
| ● | in relation to his or her area of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness. |
In addition to the foregoing, the Chief Executive Officer and Chief Financial Officer (or Principal Financial Officer) of the Company and each subsidiary of the Company (or persons performing similar functions), if any, and each other person that typically is involved in the financial reporting of the Company must familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.
Each person must promptly bring to the attention of the Chairman of the Audit Committee of the Company’s Board of Directors ,any information he or she may have concerning (a) significant deficiencies in the design or operation of internal and/or disclosure controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures, or internal controls.
| 2 |
4. Compliance
It is the Company’s obligation and policy to comply with all applicable governmental laws, rules and regulations. It is the personal responsibility of each person to, and each person must, adhere to the standards and restrictions imposed by those laws, rules, and regulations, including those relating to accounting and auditing matters.
5. Reporting and Accountability
The Audit Committee of the Company is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any person who becomes aware of any existing or potential breach of this Code is required to notify the Chairman of the Audit Committee promptly. Failure to do so is itself a breach of this Code.
Specifically, each person must:
| ● | Notify the Chairman promptly of any existing or potential violation of this Code. | |
| ● | Not retaliate against any other person for reports of potential violations that are made in good faith. | |
| ● | The Company will follow the following procedures in investigating and enforcing this Code and in reporting on the Code: |
| ○ | The r Audit Committee will take all appropriate action to investigate any breaches reported to it. | |
| ○ | If the Audit Committee determines by majority decision that a breach has occurred, it will inform the Board of Directors. | |
| ○ | Upon being notified that a breach has occurred, the Board of Directors by majority decision will take or authorize such disciplinary or preventive action as it deems appropriate, after consultation with the Audit Committee and/or the Company’s counsel, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities. |
No person following the above procedure shall, as a result of following such procedure, be subject by the Company or any officer or employee thereof to discharge, demotion suspension, threat, harassment or, in any manner, discrimination against such person in terms and conditions of employment.
6. Waivers and Amendments
Any waiver (defined below) or an implicit waiver (defined below) from a provision of this Code for the principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions or any amendment (as defined below) to this Code is required to be disclosed in the Company’s Annual Report on Form 10-K or in a Current Report on Form 8-K filed with the SEC.
A “waiver” means the approval by the Company’s Board of Directors of a material departure from a provision of the Code. An “implicit waiver” means the Company’s failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an executive officer of the Company. An “amendment” means any amendment to this Code other than minor technical, administrative or other non-substantive amendments hereto.
All persons should note that it is not the Company’s intention to grant or to permit waivers from the requirements of this Code. The Company expects full compliance with this Code.
7. Other Policies and Procedures
Any other policy or procedure set out by the Company in writing or made generally known to employees, officers or directors of the Company prior to the date hereof or hereafter are separate requirements and remain in full force and effect.
8. Inquiries
All inquiries and questions in relation to this Code or its applicability to particular people or situations should be addressed to the Company’s Secretary.
| 3 |
Exhibit 19.1
ASIAFIN HOLDINGS CORP.
POLICY ON INSIDER TRADING
This Insider Trading Policy (“Policy”) sets forth the policies of AsiaFIN Holdings Corp. (the “Company”) on trading and causing the trading of securities while in possession of confidential information.
Purpose
The Board of Directors of the Company has adopted this Policy to provide guidance to the Company’s directors, officers, and employees about trading in the Company’s securities and the securities of any publicly traded companies with whom the Company has a business relationship.
This Policy is designed to (i) promote compliance with applicable securities laws in order to preserve the Company’s reputation for integrity and ethical conduct, (ii) provide guidelines for transactions in the securities of the Company, and (iii) provide guidelines for the handling of confidential information about the Company and any companies with which the Company does business.
Scope
The Policy applies to the following “Persons”: (i) all directors of the Company; (ii) all officers of the Company and its subsidiaries; and (iii) all employees of the Company and its subsidiaries. In addition, the Policy also applies in certain circumstances to transactions by the Company as described herein.
Sections 4 and 7 of this Policy apply to the following “Covered Persons”: (i) all directors of the Company; (ii) all officers of the Company and its subsidiaries; and (iii) all employees in the finance, accounting, analytics, legal, and corporate development and strategy functions—as well as personal or administrative assistants to any of the aforementioned—that have regular access to material, nonpublic information about the Company in the normal course of their duties.
Sections 1 through 3 and 5 of this Policy apply to the following “Associated Person(s)”: members of your immediate family and persons sharing your household; it also covers venture capital funds and other entities (such as partnerships, trusts and corporations) that are affiliated or associated with such person(s). Affiliated means directly or indirectly controlled or controlled by, or under common control with, such person(s). Associated means (1) a corporation or organization (other than the Company or a majority-owned subsidiary of the Company) of which such person(s) is an officer or partner or is directly or indirectly the beneficial owner of 10% or more of any class of equity securities or (2) any trust in which such person(s) has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity.
| 1 |
| 1. | The Basic Policy—No Trading or Causing Trading While in Possession of Material Non-Public Information |
(a) No Person may purchase or sell any security, whether or not issued by the Company, while in possession of material non-public information concerning the security. (The terms “material” and non-public” are defined in Section 2 of this Policy.)
(b) No Person who knows of material non-public information may communicate that information to any other person if he or she has reason to believe that the information may be improperly used in connection with securities trading.
(c) Persons and Associated Persons must “preclear” all trading in securities of the Company in accordance with the procedures set forth in Section 4 of this Policy.
(d) This Policy applies to all transactions in the Company’s equity securities, including common stock and any other type of securities that the Company may issue, such as preferred stock, notes, bonds, convertible debentures and warrants, and exchange-traded options (including puts and calls) and other derivative securities. This Policy applies to sales, purchases, gifts, exchanges, pledges, options, puts, calls and short sales.
(e) This Policy does not apply to a surrender of shares to the Company or the retention and withholding from delivery to the applicable officer, director or employee of shares by the Company (i.e., a so-called “net settlement”) upon vesting of restricted stock in satisfaction of any tax withholding obligations in a manner permitted by the applicable equity award agreement (if any) or the Company plan pursuant to which the restricted stock was granted.
(f) The Company may not engage in, and no Person may effect on the Company’s behalf, transactions in the Company’s securities while the Company is aware of material, non-public information relating to the Company or the Company’s securities.
| 2. | The Law Against “Insider Trading” |
One of the principal purposes of the federal securities laws is to prohibit so-called insider trading. In recent years this has become a major focus of the enforcement program of the Securities and Exchange Commission and of criminal prosecutions brought by United States Attorneys.
| (a) | Application to Non-Insiders and to Securities Other Than Securities of the Company |
Prohibitions against “insider trading” apply to trades, tips, and recommendations by any person—including all persons associated with the Company —if the information involved is “material” and “non-public.” Thus, for example, the prohibitions would apply if you trade on the basis of material non-public information you obtain regarding the Company, its borrowers, customers, suppliers, or other corporations with which the Company has contractual relationships or may be negotiating transactions. For compliance purposes, you should never trade, tip, or recommend securities (or otherwise cause the purchase or sale of securities) while in possession of information that you have reason to believe is material and non-public unless you first consult with, and obtain the advance approval of, the Company’s Chief Compliance Officer (the “Compliance Officer”). The current Compliance Officer referred to herein is the Chief Executive Officer of the Company.
| 2 |
| (b) | Materiality |
Insider trading restrictions come into play if the information you possess is “material.” Materiality, however, involves a low threshold.
Information is generally regarded as “material” if it has market significance, that is, if its public dissemination is likely to affect the market price of securities, or if it otherwise is information that a reasonable investor would want to know before making an investment decision. Information dealing with the following subjects is reasonably likely to be found material in particular situations:
| ● | Significant changes in the Company’s prospects; |
| ● | Significant write-downs in assets or increases in reserves; |
| ● | Developments regarding significant litigation or government agency investigations; |
| ● | Liquidity problems; |
| ● | Changes in earnings estimates or unusual gains or losses in major operation; |
| ● | Major changes in management; |
| ● | Changes in dividends; |
| ● | Extraordinary borrowings; |
| ● | Award or loss of a significant contract; |
| ● | Changes in debt ratings; |
| ● | Proposals, plans, or agreements, even if preliminary in nature, involving mergers, acquisitions, divestitures, recapitalizations, strategic alliances, licensing arrangements, or purchases or sales of substantial assets; |
| ● | Public offerings; and |
| ● | Pending statistical reports (e.g., consumer price index, money supply and retail figures, or interest rate developments). |
| 3 |
Material information is not limited to historical facts but may also include projections and forecasts. With respect to a future event, such as a merger, acquisition, or introduction of a new product, the point at which negotiations or product development are determined to be material is determined by balancing the probability that the event will occur against the magnitude of the effect the event would have on a company’s operations or stock price should it occur. Thus, information concerning an event that would have a large effect on stock price, such as a merger, may be material even if the possibility that the event will occur is small. When in doubt about whether particular non-public information is material, exercise caution. Consult the Compliance Officer before making a decision to disclose such information (other than to persons who need to know it) or to trade in or recommend securities to which that information relates.
| (c) | Non-Public Information |
Insider trading prohibitions come into play when you possess information that is material and “non-public.” The fact that information has been disclosed to a few members of the public does not make it public for insider trading purposes. To be “public” the information must have been disseminated in a manner designed to reach investors generally. Even after public disclosure of information regarding the Company, you must wait two full business days for the information to be absorbed by public investors before you can treat the information as public.
Non-public information may include:
| ● | Information available to a select group of analysts or brokers or institutional investors; |
| ● | Undisclosed facts that are the subject of rumors, even if the rumors are widely circulated; and |
| ● | Information that has been entrusted to the Company on a confidential basis until a public announcement of the information has been made and enough time has elapsed for the market to respond to a public announcement of the information (two full business days). |
As with questions of materiality, when in doubt about whether information is non-public, call the designated Compliance Officer or assume that the information is “non-public” and, therefore, treat it as confidential.
| 3. | Severe Penalties for Violating Insider Trading Laws |
Penalties for trading on or communicating material non-public information are severe, both for individuals involved in such unlawful conduct and their employers and supervisors. A person who violates the insider trading laws can be sentenced to a substantial jail term and required to pay a penalty of several times the amount of profits gained or losses avoided.
| 4 |
Moreover, Congress has passed insider trading legislation that, in a significant departure from prior law, explicitly empowers the Securities and Exchange Commission to seek substantial penalties from any person who, at the time of an insider trading violation, “directly or indirectly controlled the person who committed such violation.” Such persons may be held liable for up to the greater of $1 million or three times the amount of the profit gained or loss avoided. Thus, even for violations that result in a small or no profit, the Securities and Exchange Commission can seek a minimum of $1 million from the Company and various management and supervisory personnel.
Given the severity of the potential penalties, compliance with the policies set forth in Section 1 of this Policy is absolutely mandatory, and noncompliance is a ground for dismissal. Exceptions to these policies, if any, may only be granted by the Compliance Officer and must be provided before any activity contrary to the above policies takes place.
| 4. | Preclearance of Securities Transactions |
Because Covered Persons are likely to obtain material non-public information on a regular basis, the Company requires all such persons to preclear all purchases and sales of the Company’s securities in accordance with the following procedures:
| (a) | Subject to the exemption in part “(d)” below, no Covered Person may, directly or indirectly, purchase or sell any security issued by the Company without first obtaining prior approval from the Compliance Officer. These procedures also apply to transactions by such person’s spouse, other persons living in such person’s household and minor children, and to transactions by entities over which such person exercises control. |
| (b) | The Compliance Officer shall record the date each request is received and the date and time each request is approved or disapproved. Unless revoked, a grant of permission will normally remain valid until the close of trading two business days following the day on which it was granted. |
| (c) | Requests are most likely to be approved for trading that is to occur in the following “window periods”: |
(i) Commencing at the close of trading on the second full business day following the date of public disclosure of the financial results for a particular fiscal quarter or year and continuing until the eleventh business day of the third month of the next fiscal quarter. For example, if public disclosure occurs on Monday, May 14th, trading requests would likely be approved from Thursday, May 17th through Thursday, June 14th; or
(ii) Following the wide dissemination of information on the status of the Company and current results.
| 5 |
| (d) | Preclearance is not required for purchases and sales of securities under a preexisting written plan, contract, instruction, or arrangement that is adopted pursuant to Securities and Exchange Commission Rule 10b5-1(c) (17 C.F.R. § 240.10b5-1(c)) and approved in writing by the Compliance Officer or such other person as the Board of Directors may designate from time to time (the “Authorizing Officer”). Generally, Rule 10b5-1(c) trading plans are developed in consultation with individual counsel and not the responsibility of the Compliance Officer. For more information about Rule 10b5-1 trading plans, see Section 5 of this Policy. |
| 5. | Rule 10b5-1 Trading Plans, Section 16 and Rule 144 |
| A. | Rule 10b5-1 Trading Plans |
(1) Overview.
Rule 10b5-1 will protect directors, officers and other employees from insider trading liability under Rule 10b5-1 for transactions under a previously established contract, plan or instruction to trade in the Company’s stock (a “Trading Plan”) entered into in good faith and has acted in good faith with respect to the Trading Plan and in accordance with the terms of Rule 10b5-1 and all applicable state laws and will be exempt from the trading restrictions set forth in this Policy. The initiation of, and any modification to, any such Trading Plan will be deemed to be a transaction in the Company’s securities, and such initiation or modification is subject to all limitations and prohibitions relating to transactions in the Company’s securities. Each such Trading Plan, and any modification thereof, must be submitted to and pre-approved by the Compliance Officer, or such other Authorizing Officer, who may impose such conditions on the implementation and operation of the Trading Plan as the Authorizing Officer deems necessary or advisable. However, compliance of the Trading Plan to the terms of Rule 10b5-1 and the execution of transactions pursuant to the Trading Plan are the sole responsibility of the person initiating the Trading Plan, not the Company or the Authorizing Officer.
Trading Plans do not exempt individuals from complying with Section 16 short swing profit rules or liability.
Rule 10b5-1 presents an opportunity for insiders to establish arrangements to sell (or purchase) Company stock without the restrictions of trading windows and black-out periods, even when there is undisclosed material information. A Trading Plan may also help reduce negative publicity that may result when key executives sell the Company’s stock. Rule 10b5-1 only provides an “affirmative defense” in the event there is an insider trading lawsuit. It does not prevent someone from bringing a lawsuit.
A director, officer or employee may enter into a Trading Plan only when he or she is not in possession of material, non-public information, and only during a trading window period outside of the trading black-out period. Although transactions effected under a Trading Plan will not require further pre-clearance at the time of the trade, any transaction (including the quantity and price) made pursuant to a Trading Plan of a Section 16 reporting person must be reported to the Company promptly on the day of each trade to permit the Company’s Securities Counsel to assist in the preparation and filing of a required Form 4. Such reporting may be oral or in writing (including by e-mail) and should include the identity of the reporting person, the type of transaction, the date of the transaction, the number of shares involved and the purchase or sale price. However, the ultimate responsibility, and liability, for timely filing remains with the Section 16 reporting person.
| 6 |
The Company reserves the right from time to time to suspend, discontinue or otherwise prohibit any transaction in the Company’s securities, even pursuant to a previously approved Trading Plan, if the Authorizing Officer or the Board of Directors, in its discretion, determines that such suspension, discontinuation or other prohibition is in the best interests of the Company. Any Trading Plan submitted for approval hereunder should explicitly acknowledge the Company’s right to prohibit transactions in the Company’s securities. Failure to discontinue purchases and sales as directed shall constitute a violation of the terms of this Section 5 and result in a loss of the exemption set forth herein.
Officers, directors and employees may adopt Trading Plans with brokers that outline a pre-set plan for trading of the Company’s stock, including the exercise of options.
Under Rule 10b5-1, trading under any Trading Plan entered into by a director or officer may not begin until the later of (i) 90 days after the adoption of the Trading Plan or (ii) two business days following the Company’s filing of the Company’s financial results in a Form 10-K or Form 10-Q for the fiscal year in which the plan was adopted (subject to a maximum “cooling-off” period of 120 days). Trading under any Trading Plan adopted by any person other than a director or officer may not begin until 30 days after the adoption of the Trading Plan. Certain modifications made to a Trading Plan after adoption, including changes in the amount, price or timing of the purchase or sale of securities, will also trigger a new cooling-off period.
Rule 10b5-1 generally permits a person (1) to have only one Trading Plan in effect at any time (i.e., prohibits “overlapping” plans) and (2) to have only one “single-trade” plan in any 12-month period. This limitation does not apply to the Company.
The Company requires that all Trading Plans be approved in writing in advance by the Compliance Officer or the Authorizing Officer. Trading Plans may not be adopted when the person adopting the plan is aware of material nonpublic information and, for Covered Persons, may not be adopted during a blackout period.
Please review the following description of how a Trading Plan works.
Pursuant to Rule 10b5-1, an individual’s purchase or sale of securities will not be “on the basis of” material, non-public information if:
| ● | First, before becoming aware of the information, the individual enters into a binding contract to purchase or sell the securities, provides instructions to another person to sell the securities or adopts a written plan for trading the securities (i.e., the Trading Plan). |
| ● | Second, the Trading Plan must either: |
| ● | specify the amount of securities to be purchased or sold, the price at which the securities are to be purchased or sold and the date on which the securities are to be purchased or sold; |
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| ● | include a written formula or computer program for determining the amount, price and date of the transactions; or |
| ● | prohibit the individual from exercising any subsequent influence over the purchase or sale of the Company’s stock under the Trading Plan in question. |
| ● | Third, the purchase or sale must occur pursuant to the Trading Plan and the individual must not enter into a corresponding hedging transaction or alter or deviate from the Trading Plan. |
(2) Revocation of and Amendments to Trading Plans
Revocation of Trading Plans should occur only in unusual circumstances. Effectiveness of any revocation or amendment of a Trading Plan will be subject to the prior review and approval of the Compliance Officer or the Authorizing Officer.
Rule 10b5-1 provides that any modification or change to the amount, price, or timing of the purchase or sale of the securities underlying a Trading Plan is a termination of such Trading Plan and the adoption of a new Trading Plan. In addition, a modification to a Trading Plan, such as the substitution or removal of a broker that is executing trades pursuant to a Rule 10b5-1 arrangement on behalf of the person, that changes the price or date on which purchases or sales are to be executed, is a termination of such Trading Plan and the adoption of a new Trading Plan.
Revocation is effected upon written notice to the broker. Once a Trading Plan has been revoked, the participant should wait at least 30 days before trading outside of a Trading Plan and 180 days before establishing a new Trading Plan.
Under certain circumstances, a Trading Plan must be revoked. This may include circumstances such as the announcement of a merger or the occurrence of an event that would cause the transaction either to violate the law or to have an adverse effect on the Company. The Compliance Officer or the Authorizing Officer is authorized to notify the broker in such circumstances, thereby insulating the insider in the event of revocation.
(3) Discretionary Plans
Although non-discretionary Trading Plans are preferred, discretionary Trading Plans, where the discretion or control over trading is transferred to a broker, are permitted if pre-approved by the Compliance Officer or the Authorizing Officer.
The Compliance Officer or the Authorizing Officer of the Company must pre-approve any Trading Plan, arrangement or trading instructions, etc., involving potential sales or purchases of the Company’s stock or option exercises, including but not limited to, blind trusts, discretionary accounts with banks or brokers, or limit orders. The actual transactions effected pursuant to a pre-approved Trading Plan will not be subject to further pre-clearance for transactions in the Company’s stock once the Trading Plan or other arrangement has been pre-approved.
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(4) Reporting (if Required)
If required, an SEC Form 144 will be filled out and filed by the individual/brokerage firm in accordance with the existing rules regarding Form 144 filings. A footnote at the bottom of the Form 144 should indicate that the trades “are in accordance with a Trading Plan that complies with Rule 10b5-1 and expires _____.” For Section 16 reporting persons, Form 4s should be filed before the end of the second business day following the date that the broker, dealer or plan administrator informs the individual that a transaction was executed, provided that the date of such notification is not later than the third business day following the trade date. A similar footnote should be placed at the bottom of the Form 4 as outlined above.
(5) Options
Exercises of options for cash may be executed at any time. “Cashless exercise” option exercises through a broker are subject to trading windows. However, the Company will permit same day sales under Trading Plans. If a broker is required to execute a cashless exercise in accordance with a Trading Plan, then the Company must have exercise forms attached to the Trading Plan that are signed, undated and with the number of shares to be exercised left blank.
Once a broker determines that the time is right to exercise the option and dispose of the shares in accordance with the Trading Plan, the broker will notify the Company in writing and the Compliance Officer or the Authorizing Officer will fill in the number of shares and the date of exercise on the previously signed exercise form. The insider should not be involved with this part of the exercise.
(6) Trades Outside of a Trading Plan
Adoption of a Trading Plan does not preclude trading outside of the Trading Plan that otherwise is in accordance with the Policy. However, persons should be cognizant of the fact that the Rule 10b5-1 affirmative defense will not apply to such trades outside of a Trading Plan. In addition, under Rule 10b5-1, the person may not have further influence over whether, when or how the trades under the plan are made once the plan is put in place, and therefore his trading outside of the plan must not have direct or indirect influence on the trading instructions under the plan. In other words, securities subject to the plan (e.g., shares underlying unexercised stock options) should not be purchased or sold outside the plan.
(7) Public Announcements
The Company may make a public announcement that Trading Plans are being implemented in accordance with Rule 10b5-1. It will consider in each case whether a public announcement of a particular Trading Plan should be made. It may also make public announcements or respond to inquiries from the media as transactions are made under a Trading Plan.
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(8) Prohibited Transactions
The transactions prohibited under this Section 5, including among others short sales and hedging transactions, may not be carried out through a Trading Plan or other arrangement or trading instruction involving potential sales or purchases of the Company’s securities.
(9) Limitation on Liability
None of the Company, the Compliance Officer, the Authorizing Officer or the Company’s other employees will have any liability for any delay in reviewing, or refusal of, a Trading Plan submitted pursuant to this Section 5 or a request for pre-clearance submitted pursuant to this Section 5. Notwithstanding any review of a Trading Plan pursuant to this Section 5 or pre-clearance of a transaction pursuant to this Section 5, none of the Company, the Compliance Officer, the Authorizing Officer or the Company’s other employees assumes any liability for the legality or consequences of such Trading Plan or transaction to the person engaging in or adopting such Trading Plan or transaction.
| B. | Section 16: Insider Reporting Requirements, Short-Swing Profits and Short Sales |
(1) Reporting Obligations Under Section 16(a): SEC Forms 3, 4 and 5
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), generally requires all officers, directors and 10% stockholders (“insiders”), within 10 days after the insider becomes an officer, director or 10% stockholder, to file with the SEC an “Initial Statement of Beneficial Ownership of Securities” on SEC Form 3 listing the amount of the Company’s stock, options and warrants which the insider beneficially owns. Following the initial filing on SEC Form 3, changes in beneficial ownership of the Company’s stock, options and warrants must be reported on SEC Form 4, generally within two business days after the date on which such change occurs, or in certain cases on Form 5, within 45 days after fiscal year end. A Form 4 must be filed even if, as a result of balancing transactions, there has been no net change in holdings. In certain situations, purchases or sales of Company stock made within six months prior to the filing of a Form 3 must be reported on Form 4. Similarly, certain purchases or sales of Company stock made within six months after an officer or director ceases to be an insider must be reported on Form 4.
(2) Recovery of Profits Under Section 16(b)
For the purpose of preventing the unfair use of information which may have been obtained by an insider, any profits realized by any officer, director or 10% stockholder from any “purchase” and “sale” of Company stock during a six-month period, so called “short-swing profits,” may be recovered by the Company. When such a purchase and sale occurs, good faith is no defense. The insider is liable even if compelled to sell for personal reasons, and even if the sale takes place after full disclosure and without the use of any inside information.
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The liability of an insider under Section 16(b) of the Exchange Act is only to the Company itself. The Company, however, cannot waive its right to short swing profits, and any Company stockholder can bring suit in the name of the Company. Reports of ownership filed with the SEC on Form 3, Form 4 or Form 5 pursuant to Section 16(a) (discussed above) are readily available to the public, and certain attorneys carefully monitor these reports for potential Section 16(b) violations. In addition, liabilities under Section 16(b) may require separate disclosure in the Company’s annual report to the SEC on Form 10-K or its proxy statement for its annual meeting of stockholders. No suit may be brought more than two years after the date the profit was realized. However, if the insider fails to file a report of the transaction under Section 16(a), as required, the two-year limitation period does not begin to run until after the transactions giving rise to the profit have been disclosed. Failure to report transactions and late filing of reports require separate disclosure in the Company’s proxy statement.
Officers and directors should consult the attached “Short-Swing Profit Rule Section 16(b) Checklist” attached hereto as “Attachment A” in addition to consulting the Compliance Officer prior to engaging in any transactions involving the Company’s securities, including without limitation, the Company’s stock, options or warrants.
(3) Short Sales Prohibited Under Section 16(c)
Section 16(c) of the Exchange Act prohibits insiders absolutely from making short sales of the Company’s equity securities. Short sales include sales of stock which the insider does not own at the time of sale, or sales of stock against which the insider does not deliver the shares within 20 days after the sale. Under certain circumstances, the purchase or sale of put or call options, or the writing of such options, can result in a violation of Section 16(c). Insiders violating Section 16(c) face criminal liability.
The Compliance Officer should be consulted if you have any questions regarding reporting obligations, short-swing profits or short sales under Section 16.
| C. | Rule 144 |
Rule 144 provides a safe harbor exemption to the registration requirements of the Securities Act of 1933, as amended, for certain resales of “restricted securities” and “control securities.” “Restricted securities” are securities acquired from an issuer, or an affiliate of an issuer, in a transaction or chain of transactions not involving a public offering. “Control securities” are any securities owned by directors, executive officers or other “affiliates” of the issuer, including stock purchased in the open market and stock received upon exercise of stock options. Sales of Company restricted and control securities must comply with the requirements of Rule 144, which are summarized below:
| ● | Holding Period. Restricted securities must be held for at least six months before they may be sold in the market. |
| ● | Current Public Information. The Company must have filed all SEC-required reports during the last 12 months or such shorter period that the Company was required to file such reports. |
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| ● | Volume Limitations. For affiliates, total sales of Company common stock for any three-month period may not exceed the greater of: (i) 1% of the total number of outstanding shares of Company common stock, as reflected in the most recent report or statement published by the Company, or (ii) the average weekly reported volume of such shares traded during the four calendar weeks preceding the filing of the requisite Form 144. |
| ● | Method of Sale. For affiliates, the shares must be sold either in a “broker’s transaction” or in a transaction directly with a “market maker.” A “broker’s transaction” is one in which the broker does no more than execute the sale order and receive the usual and customary commission. Neither the broker nor the selling person can solicit or arrange for the sale order. In addition, the selling person or Board member must not pay any fee or commission other than to the broker. A “market maker” includes a specialist permitted to act as a dealer, a dealer acting in the position of a block positioner, and a dealer who holds himself out as being willing to buy and sell Company common stock for his own account on a regular and continuous basis. |
| ● | Notice of Proposed Sale. For affiliates, a notice of the sale (a Form 144) may be required to be filed with the SEC at the time of the sale. Brokers generally have internal procedures for executing sales under Rule 144 and will assist you in completing the Form 144 and in complying with the other requirements of Rule 144. |
If you are subject to Rule 144, you must instruct your broker who handles trades in Company securities to follow the brokerage firm’s Rule 144 compliance procedures in connection with all trades.
| 6. | Prohibited Activities |
(a) Prohibitions. Except for limited exceptions described below, the following activities are prohibited under this Policy:
(i) No Person may purchase, sell, transfer or effectuate any other transaction in Company securities while in possession of material nonpublic information concerning the Company or its securities. This prohibition includes sales of shares received upon exercise of stock options or upon vesting of Restricted Stock Units and Awards, and shares held in the Company’s 401(k) plan or equivalent plan.
(ii) No Person may “tip” or disclose material nonpublic information concerning the Company or its securities to any outside person (including family members, affiliates, analysts, investors, members of the investment community and news media). Should a Person inadvertently disclose such information to an outsider, the Person must promptly inform the Compliance Officer regarding this disclosure. The Company will take steps necessary to preserve the confidentiality of the information, including requiring the outsider to agree in writing to comply with the terms of this Policy and/or sign a confidentiality agreement.
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(iii) No Person may purchase Company securities on margin, hold Company securities in a margin account, or otherwise pledge Company securities as collateral for a loan because, in the event of a margin call or default on the loan, the broker or lender could sell the shares at a time when the Person is in possession of material nonpublic information, resulting in liability for insider trading. In addition, pledging of securities by Persons, including margin arrangements, can be perceived to undermine the alignment of their interests and incentives with the long-term interests of other stockholders.
(iv) Short-term and speculative trading in Company securities, as well as hedging and other derivative transactions involving Company securities, can create the appearance of impropriety and may become the subject of an SEC investigation, particularly if the trading occurs before a major Company announcement or is followed by unusual activity or price changes in the Company’s stock. These types of transactions can also result in inadvertent violations of insider trading laws and/or liability for short-swing profits under Section 16(b) of the Exchange Act. Therefore, it is the Company’s policy to prohibit the following activities, even if you are not in possession of material nonpublic information:
| 1. | No Person may trade in any interest or position relating to the future price of Company securities, such as put or call options or other derivatives, or short sale of Company securities. |
| 2. | No Person may hedge Company securities. A “hedge” is a transaction designed to offset or reduce the risk of a decline in the market value of an equity security, and can include, but is not limited to, prepaid variable forward contracts, equity swaps, collars, and exchange funds. |
| 3. | Persons may not trade in securities of the Company on an active basis, including short term speculation. |
(v) No Person may trade in securities of another company if the Person is in possession of material nonpublic information about that other company which the Person learned in the course of their work for the Company.
(vi) “Quiet” Periods. The Company’s announcement of its quarterly financial results has the potential to have a material effect on the market for the Company’s securities. Therefore, to avoid even the appearance of trading on the basis of material non-public information, Persons who are subject to the pre-clearance procedure set forth above may not, except as expressly permitted under this Policy, carry out any transaction in the Company’s securities during the period beginning on the 15th day of the last month of each quarter (March, June, September, December) and ending on the third business day following the release of the Company’s earnings for that quarter.
(vii) Event-Specific Quiet Periods. The Company reserves the right to close any open window period at any time if the Compliance Officer, or his or her designee, determines, in his or her sole discretion, that there may be material non-public information with respect to the Company. If the Company closes an open window, it will not pre-clear any transaction that is not expressly permitted by this Policy during the period that such open window is closed.
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The Company may on occasion issue interim earnings guidance or other potentially material information by means of a press release, Current Report on Form 8-K, or other means designed to achieve widespread dissemination of the information. Persons should anticipate that trading will be prohibited while the Company is in the process of assembling the information to be released and until the information has been released and absorbed by the market.
From time to time, an event may occur that is material to the Company and is known by only a few directors, executives, or other employees. So long as the event remains material and non-public, the persons who are aware of the event, as well as all Covered Persons, may not trade in the Company’s securities.
The existence of an event-specific quiet period will not be announced, other than to those who are aware of the event giving rise to the quiet period. If, however, a person whose trades are subject to the pre-clearance requirements set forth above desires to effect a transaction during an event-specific quiet period, the Compliance Officer may refuse to grant permission to carry out the transaction and will have no obligation to disclose to the person the reason for the refusal or the reason for the event-specific quiet period. Any person who becomes aware of the existence of an event-specific quiet period shall not disclose the existence of the quiet period to any other person. The failure of the Compliance Officer to inform a person that they are subject to an event-specific quiet period will not relieve that person of the obligation not to trade while aware of material non-public information.
(b) Exceptions to Prohibited Activities. Prohibitions in trading securities under this Policy do not include:
(i) 401(k) Investments or equivalent investments. The investment of 401(k) plan contributions in a Company stock fund in accordance with the terms of the Company’s 401(k) plan. However, any changes in your investment election regarding the Company’s stock are subject to trading restrictions under this Policy, including: an election to increase or decrease the percentage of periodic contributions that will be allocated to the Company securities fund; an election to make an intra-plan transfer of an existing account balance into or out of the Company securities fund; an election to borrow money against a 401(k) plan account if the loan will result in a liquidation of some or all of the Company securities fund balance; and an election to pre-pay a plan loan if the pre-payment will result in allocation of loan proceeds to the Company securities fund.
(ii) Mutual Fund Investments. To the extent a Person has mutual funds holdings which, in turn, invest in the Company stock, transactions under such fund are excluded from this Policy.
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(iii) Stock Option Exercises. The exercise of vested employee stock options where no Company stock is sold to fund the option exercise. This Policy does apply, however, to any sale of shares as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option, as well as the subsequent sale of exercised shares.
(iv) Stock Award Vesting. The receipt of Company stock upon vesting of Restricted Stock Units and Awards, as well as the withholding of Company stock by the Company in payment of tax obligations.
(v) Trading Plan. Company securities purchased or sold under a Company authorized Rule 10b5-1 Trading Plan (see Section 4(d) of this Policy).
(vi) Trusts. Transfers of Company stock by a Person into a trust for which the Person is a trustee, or from the trust back into the name of the Person.
| 7. | Blackout Periods Applicable to Covered Persons |
(a) No Trading During Blackout Periods. No Covered Person may trade or effectuate any other transactions in Company securities during regular blackout periods or during any special blackout periods designated by the Compliance Officer (except for the limited exceptions described in Section 5(b) of this Policy). Remember that even during an open trading window, you may not trade in Company securities if you are in possession of material nonpublic information concerning the Company or its securities.
(b) Regular Blackout Periods Defined. Subject to obtaining trading pre-approval from the Compliance Officer, Covered Persons may not trade in Company securities during the period beginning on the 15th day of the last month of each quarter (March, June, September, December) and ending on the third business day following the release of the Company’s earnings for that quarter. To provide clarity, the Compliance Officer will notify Covered Persons, in advance of each quarter end, of the date on which the blackout period begins and ends. Trades made pursuant to an approved 10b5-1 Trading Plan (see Section 4(d) of this Policy) are exempted from this restriction.
(c) Special Blackout Periods. From time to time, the Compliance Officer may determine that trading in Company securities is inappropriate during an otherwise open trading window due to the existence of material nonpublic information. Accordingly, the Compliance Officer may prohibit trading at any time by announcing a special blackout period. The Compliance Officer will provide notice of any modification of the trading blackout policy or any additional prohibition on trading during the period when trading is otherwise permitted under this Policy. The existence of a special blackout period should be considered confidential information and Covered Persons are prohibited from communicating the existence of a special blackout period to anyone who is not a Covered Person.
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(d) Blackout Periods Required by the Sarbanes-Oxley Act of 2002. In order to comply with certain provisions of the Sarbanes-Oxley Act of 2002, no director or executive officer of the Company may, directly or indirectly, purchase, sell or otherwise acquire or transfer any equity security of the Company during any period of time that participants in the Company’s 401(k) plan are prohibited from trading interests in the Company’s equity securities under such plan. The “blackout period” is defined for purposes of this rule as any period of more than three consecutive business days during which the ability of 50 percent or more of the participants or beneficiaries located in the United States under all individual account plans of the Company to purchase or sell any equity securities of the Company under any such plan is suspended by action of the Company or a fiduciary of the plan. The Sarbanes-Oxley Act requires the Company to timely notify affected directors and executive officers and the SEC of any such blackout period. If you are a director or executive officer of the Company, the Compliance Officer will disapprove any requested transaction involving equity securities of the Company that would occur during a blackout period for participants in the Company’s 401(k) plan.
(e) Hardship Trading Exceptions. The Compliance Officer may, on a case-by-case basis, authorize trading in Company securities during a trading blackout period due to financial or other hardship. Any person wanting to rely on this exception must first notify the Compliance Officer in writing of the circumstance of the hardship and the amount and nature of the proposed trade. Such person will also be required to certify to the Compliance Officer in writing no earlier than two business days prior to the proposed trade that he or she is not in possession of material nonpublic information concerning the Company or its securities. Upon authorization from the Compliance Officer, the person may trade, although such person will be responsible for ensuring that any such trade complies in all other respects with this Policy.
| 8. | Inquiries |
If you have any questions regarding any of the provisions of this Policy, please contact the Compliance Officer at kcwong@asiafingroup.com.
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| 9. | Acknowledgment and Certification |
The undersigned does hereby acknowledge receipt of the Company’s Policy on Insider Trading regarding trading on material non-public information. The undersigned has read and understands (or has had explained to them by someone who understands) such Policy and agrees to be governed by such Policy at all times in connection with the purchase and sale of securities and the confidentiality of non-public information. The undersigned understands that if the undersigned is a Covered Person, the entire policy applies to them. The undersigned understands that if the undersigned is an Associated Person, Sections 1 through 3 and 5 of this Policy applies to them.
| (Signature) | ||
| (Please print name) | Title/Relationship to the Company | |
| Date:___________________________________________ |
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ATTACHMENT A
SHORT-SWING PROFIT RULE SECTION 16(B) CHECKLIST
Note: ANY combination of PURCHASE AND SALE or SALE AND PURCHASE within six months of each other by an officer, director or 10% stockholder (or any family member living in the same household or certain affiliated entities) results in a violation of Section 16(b), and the “profit” must be recovered by AsiaFIN Holdings Corp. (the “Company”). It makes no difference how long the shares being sold have been held or, for officers and directors, that you were an insider for only one of the two matching transactions. The highest priced sale will be matched with the lowest priced purchase within the six-month period.
Sales
If a sale is to be made by an officer, director or 10% stockholder (or any family member living in the same household or certain affiliated entities):
| 1. | Have there been any purchases by the insider (or family members living in the same household or certain affiliated entities) within the past six months? |
| 2. | Have there been any option grants or exercises not exempt under Rule 16b-3 within the past six months? |
| 3. | Are any purchases (or non-exempt option exercises) anticipated or required within the next six months? |
| 4. | Has a Form 4 been prepared? |
Note: If a sale is to be made by an affiliate of the Company, has a Form 144 been prepared and has the broker been reminded to sell pursuant to Rule 144?
Purchases and Option Exercises
If a purchase or option exercise for Company stock is to be made:
| 1. | Have there been any sales by the insider (or family members living in the same household or certain affiliated entities) within the past six months? |
| 2. | Are any sales anticipated or required within the next six months (such as tax- related or year-end transactions)? |
| 3. | Has a Form 4 been prepared? |
Before proceeding with a purchase or sale, consider whether you are aware of material, non-public information which could affect the price of the Company stock. All transactions in the Company’s securities by officers and directors must be pre-cleared by contacting the Company’s Compliance Officer.
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Exhibit 21.1
SUBSIDIARIES OF ASIAFIN HOLDINGS CORP.
| Legal Name | State or Other Jurisdiction of Incorporation or Organization | |
| AsiaFIN Holdings Corp. | Labuan | |
| AsiaFIN Holdings Limited | Hong Kong | |
| StarFIN Holdings Limited | British Virgin Islands | |
| Insite MY Holdings Sdn Bhd (FKA StarFIN Asia Sdn Bhd) | Malaysia | |
| OrangeFIN Academy Sdn Bhd (FKA Insite MY.Com Sdn Bhd) | Malaysia | |
| Insite MY Systems Sdn Bhd | Malaysia | |
| Insite MY Innovations Sdn Bhd | Malaysia | |
| OrangeFIN Asia Sdn Bhd | Malaysia | |
| TellUS Report Sdn Bhd | Malaysia |
EXHIBIT 31.1
CERTIFICATION
I, KAI CHEONG WONG, certify that:
1. I have reviewed this Annual Report on Form 10-K of AsiaFIN Holdings Corp. (the “Company”) for the year ended December 31, 2025;
2. Based on my knowledge, this Annual 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 am 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: | March 31, 2026 | By: | /s/ KAI CHEONG WONG |
| KAI CHEONG WONG | |||
Chief Executive Officer, President, Director, Secretary and Treasurer | |||
| (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION
I, GHI GEOK KHOO, certify that:
1. I have reviewed this Annual Report on Form 10-K of AsiaFIN Holdings Corp. (the “Company”) for the year ended December 31, 2025;
2. Based on my knowledge, this Annual 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 am 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: | March 31, 2026 | By: | /s/ GHI GEOK KHOO |
| GHI GEOK KHOO | |||
| Chief Financial Officer | |||
| (Principal Financial Officer and Principal Accounting Officer) |
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 Annual Report of AsiaFIN Holdings Corp. (the “Company”) on Form 10-K for the year ended December 31, 2025 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: | March 31, 2026 | By: | /s/ KAI CHEONG WONG |
| KAI CHEONG WONG | |||
Chief Executive Officer, President, Director, Secretary and Treasurer | |||
| (Principal Executive Officer) |
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 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 Annual Report of AsiaFIN Holdings Corp. (the “Company”) on Form 10-K for the year ended December 31, 2025 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: | March 31, 2026 | By: | /s/ GHI GEOK KHOO |
| GHI GEOK KHOO | |||
| Chief Financial Officer | |||
| (Principal Financial Officer and Principal Accounting Officer) |
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 furnished to the Securities and Exchange Commission or its staff upon request.