8-K
ASIAFIN HOLDINGS CORP. (ASFH)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported):
March26, 2025
Commission
File Number: 000-56421
ASIAFIN
HOLDINGS CORP.
(Exact name of registrant issuer as specified in its charter)
| Nevada | 37-1950147 |
|---|---|
| (State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
Suite30.02, 30th Floor, Menara KH (Promet),
JalanSultan Ismail, 50250 Kuala Lumpur, Malaysia
(Address of principal executive offices, including zip code)
Registrant’s
phone number, including area code +603 21487170
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item2.02 Results of Operations and Financial Condition.
On March 26, 2025, AsiaFIN Holdings Corp. (the “Company”) issued a press release announcing its financial results for the year ended December 31, 2024. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 2.02 (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Press<br> Release dated March 26, 2025 |
| 104 | Cover Page Interactive<br> Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ASIAFIN HOLDINGS CORP. | ||
|---|---|---|
| Date:<br> March 26, 2025 | By: | /s/ Wong Kai Cheong |
| Wong Kai Cheong | ||
| Title: | Chief<br> Executive Officer<br><br> <br>President,<br> Director, Secretary and Treasurer | |
| (Principal Executive Officer) | ||
| Date:<br> March 26, 2025 | By: | /s/ Cham Hui Yin |
| Cham Hui Yin | ||
| Title: | Finance Manager | |
| (Principal Financial Officer and Principal Accounting<br> Officer) |
Exhibit99.1
FORIMMEDIATE RELEASE: AsiaFIN Holdings Corp. (OTCQB:ASFH), Announces Full Year 2024 Financial Results
Kuala Lumpur, 26 March, 2025 – AsiaFIN Holdings Corp., (OTCQB: ASFH), a leading fintech financial ecosystem enabler, today announced financial results for the full year ended December 31, 2024.
To view this release online and get more information for Investors & Media - AsiaFIN Holdings Corp., visit: AsiaFIN Holdings Corp. (OTCQB:ASFH), Announces Full Year 2024 Financial Results, https://asiafingroup.com/investor-relations/sec-filings/
FinancialResults for the Year Ended December 31, 2024:
| ● | Net cash flow from operations was approximately $0.343 million for the year ended December 31, 2024 as compared to $(0.211) million for the year ended December 31, 2023. |
|---|---|
| ● | Cash and cash equivalents were approximately $1.310 million as of December 31, 2024 as compared to approximately $1.234 million as of December 31, 2023. |
| --- | --- |
| ● | Revenue for the years ended December 31, 2024 and 2023 were approximately $3.382 million and $3.110 million, respectively. |
|---|
| ● | Gross profit for the years ended December 31, 2024 and 2023 were approximately $1.424 million and $1.401 million, respectively. |
|---|
| ● | Selling, general and administrative expenses for the years ended December 31, 2024 and 2023 were approximately $1.464 million and $1.299 million, respectively. |
|---|
| ● | EBITDA for the years ended December 31, 2024 and 2023 were approximately $0.105 million and $0.268 million, respectively. |
|---|
| ● | Net loss was approximately $(0.144) million for the year ended December 31, 2024 as compared to approximately $0.019 million for the year ended December 31, 2023. |
|---|
| ● | Net loss per share for the years ending December 31, 2024 and 2023 were approximately $(0.00) and $0.00, respectively. |
|---|
CEOof AsiaFIN, KC Wong said, “AsiaFIN’s focus in financial year 2024 has been all about positioning the company for very significant future growth and value generation for investors.
We achieved a number of significant internal and external goals over 2024 including completing the development of a new product, entry into new markets and associated investments for growth. During 2024, we commenced reviews of our website content andstructure for investors (now completed post balance sheet close) as well as website content and ‘look and feel’ reviews for our commercial sub-brands (a rolling program).
Our newly created and appointed audit committee strengthens our corporate governance, and we have embarked on a potentially meaningful review of our public corporate governance policies.
For cash generation and our going concern status, we are particularly encouraged and pleased by our positive net cash from operations, which is a function of more effective working capital management and an important contributor toward passing our going concern opinionfrom our auditors, without qualification.
While revenue growth at over 8.8% year on year is very respectable in current markets, we are working hard and making investments to pushrevenue growth consistently into double digit organic growth at least for the next few years.
The fourth quarter of 2024 has delivered greater sales pipe progression than the year-end, 8.8% revenue growth numbers might suggest. We have launched a new Regulatory Technology (Regtech) product that have gained traction with new and existing clients in the Malaysian market, and we believe we have made exciting progress on our expansion plans outside of the Asia region.
While our smallest unit by revenues, Robotic Process Automation (RPA), has posted a significant increase in cost of revenue, this is because we are investing significantly in RPA, which we see as very important future value driver unit, with exciting revenue and margin potential, and we have positive news to report on this in our investor webinar.
Our core revenue generating unit, Regtech, continues to grow well with improving gross margins up approximately 99 basis points.
We are excited about the value generating milestones ahead and remain extremely focused on building the future of AsiaFIN via strategicinvestments this year, that we believe will unlock significant value for our stakeholders.”
| For the year ended<br> December 31, 2023 | |||||
|---|---|---|---|---|---|
| Audited | |||||
| REVENUE | 3,382,432 | $ | 3,109,515 | ||
| COST OF REVENUE (including 77,294 and 40,235 of cost of service revenue to related party for the years ended December 31, 2024 and 2023, respectively) | (1,958,599 | ) | (1,708,334 | ) | |
| GROSS PROFIT | 1,423,833 | $ | 1,401,181 | ||
| SHARE OF LOSS FROM OPERATION OF ASSOCIATE | (9,843 | ) | (152 | ) | |
| OTHER INCOME | 7,281 | $ | 13,109 | ||
| SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (including 94,981 and 93,691 of selling, general and administrative expenses to related party for the years ended December 31, 2024 and 2023, respectively) | (1,464,248 | ) | $ | (1,298,849 | ) |
| (LOSS)/INCOME BEFORE INCOME TAX | (42,977 | ) | $ | 115,289 | |
| INCOME TAX EXPENSES | (118,991 | ) | (96,712 | ) | |
| NET (LOSS)/INCOME | (161,968 | ) | $ | 18,577 | |
| Net income attributable to non-controlling interest | 18,391 | 637 | |||
| NET (LOSS)/INCOME ATTRIBUTED TO COMMON SHAREHOLDERS OF ASIAFIN HOLDINGS CORP. | (143,577 | ) | 19,214 | ||
| Other comprehensive income: | |||||
| - Foreign currency translation income/(loss) | 48,571 | (60,389 | ) | ||
| TOTAL COMPREHENSIVE LOSS | (95,006 | ) | $ | (41,175 | ) |
| NET (LOSS)/INCOME PER SHARE, BASIC AND DILUTED | (0.00 | ) | $ | 0.00 | |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 81,551,838 | 80,356,501 |
All values are in US Dollars.
| For the Year Ended<br> <br>December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| (Audited) | (Audited) | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net (loss)/income | $ | (143,577 | ) | $ | 19,214 | |
| Minority interest | (18,391 | ) | (637 | ) | ||
| Impairment of investment in associate | 61,364 | - | ||||
| Share of loss from operation of associate | 9,843 | 152 | ||||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||
| Depreciation and amortization | 119,608 | 133,024 | ||||
| Provision for credit loss allowance | (84,503 | ) | 55,076 | |||
| Changes in operating assets and liabilities: | ||||||
| Account payable | 13,463 | 1,176 | ||||
| Account receivable | (65,454 | ) | (412,818 | ) | ||
| Prepayment, deposits and other receivables | (22,443 | ) | 83,387 | |||
| Other payables and accrued liabilities | 213,387 | (64,649 | ) | |||
| Deferred revenue | 325,214 | (71,705 | ) | |||
| Tax assets | (53,733 | ) | 298,842 | |||
| Deferred income tax assets | (7,470 | ) | 3,912 | |||
| Income tax payable | 55,996 | (196,833 | ) | |||
| Change in lease liability | (60,303 | ) | (58,595 | ) | ||
| Net cash provided by/(used in) operating activities | 343,001 | (210,454 | ) | |||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Purchase of plant and equipment | (138,343 | ) | (32,479 | ) | ||
| Investment in associate | (70,790 | ) | - | |||
| Net cash used in investing activities | (209,133 | ) | (32,479 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Repayment to director | (67,872 | ) | (62,793 | ) | ||
| Repayment of hire purchase | (4,789 | ) | (11,173 | ) | ||
| Advances to related companies | (4,740 | ) | (612 | ) | ||
| Net cash used in financing activities | (77,401 | ) | (74,578 | ) | ||
| Effect of exchange rate changes in cash and cash equivalents | 19,274 | (28,471 | ) | |||
| Net changes in cash and cash equivalents | 75,741 | (345,982 | ) | |||
| Cash and cash equivalents, beginning of year | 1,234,188 | 1,580,170 | ||||
| CASH AND CASH EQUIVALENTS, END OF YEAR | $ | 1,309,929 | $ | 1,234,188 | ||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||
| Cash paid for income taxes | $ | 105,339 | $ | 104,691 | ||
| Cash paid for interest | $ | 2,790 | $ | 391 | ||
| As of<br> <br>December 31, 2023 | ||||||
| --- | --- | --- | --- | --- | --- | |
| Audited | ||||||
| ASSETS | ||||||
| Current assets | ||||||
| Cash and cash equivalents | 1,309,929 | $ | 1,234,188 | |||
| Account receivables, net | 1,184,130 | 1,004,690 | ||||
| Prepayment, deposits and other receivables | 146,233 | 114,133 | ||||
| Amount due from related parties | 3,809 | - | ||||
| Tax assets | 280,354 | 219,698 | ||||
| Total current assets | 2,924,455 | $ | 2,572,709 | |||
| Non-current assets | ||||||
| Right-of-use assets, net | 615,444 | $ | 651,853 | |||
| Property, plant and equipment, net | 614,673 | 520,216 | ||||
| Deferred income tax assets | 324 | 43 | ||||
| Investment in associates | 7,944 | 8,153 | ||||
| Total non-current assets | 1,238,385 | $ | 1,180,265 | |||
| TOTAL ASSETS | 4,162,840 | $ | 3,752,974 | |||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||
| Current liabilities | ||||||
| Other payables and accrued liabilities | 1,151,256 | $ | 586,595 | |||
| Account payable (including 19,984 and 19,467 of account payable to related party as of December 31, 2024 and 2023, respectively) | 39,296 | 24,900 | ||||
| Income tax payable | 60,483 | 3,358 | ||||
| Amount due to director | 146,018 | 209,747 | ||||
| Amount due to related parties | - | 1,000 | ||||
| Hire purchase – current portion | - | 4,759 | ||||
| Lease liability – current portion | 64,787 | 60,394 | ||||
| Total current liabilities | 1,461,840 | $ | 890,753 | |||
| Non-current liabilities | ||||||
| Lease liability – non-current portion | 550,657 | 591,459 | ||||
| Deferred tax liabilities | 4,991 | 12,013 | ||||
| Total non-current liabilities | 555,648 | $ | 603,472 | |||
| TOTAL LIABILITIES | 2,017,488 | $ | 1,494,225 | |||
| STOCKHOLDERS’ EQUITY | ||||||
| Preferred shares, 0.0001 par value; 200,000,000 shares authorized; None issued and outstanding | - | $ | - | |||
| Common stock, 0.0001 par value; 600,000,000 shares authorized; 81,551,838 and 81,551,838 shares issued and outstanding as of December 31, 2024 and December 31, 2023 | 8,155 | 8,155 | ||||
| Additional paid-in capital | 10,467,687 | 10,467,687 | ||||
| Accumulated other comprehensive loss | (271,870 | ) | (320,441 | ) | ||
| Accumulated deficit | (8,039,600 | ) | (7,896,023 | ) | ||
| Non-controlling interest | (19,020 | ) | (629 | ) | ||
| TOTAL STOCKHOLDERS’ EQUITY | 2,145,352 | $ | 2,258,749 | |||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 4,162,840 | $ | 3,752,974 |
All values are in US Dollars.
AboutAsiaFIN Holdings Corp.
AsiaFIN Holdings Corp. (OTCQB: ASFH), a Nevada, USA Corporation, operates through its wholly owned Malaysia, Hong Kong and British Virgin Islands subsidiaries. AsiaFIN’s mission is to become the “financial ecosystem enabler” through its solutions in Payment Processing, Regulatory Technology (RegTech), Robotic Process Automation (RPA) and system integration services. AsiaFIN provides services to over 100 corporate clients in the Asia region including Malaysia, Myanmar, the Philippines, Indonesia, Bangladesh, Pakistan, Thailand and Singapore. AsiaFIN’s clients are banks, corporates, and other merchants and entrepreneurs in Asia. For further information regarding the company, please visit https://asiafingroup.com.
NoticeRegarding Forward-Looking Statements
This press release contains forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. By their nature, forward-looking statements and forecasts involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the near future. Those statements include statements regarding the intent, belief or current expectations of AsiaFIN and members of its management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.
AsiaFIN undertakes no obligation to update or revise forward-looking statements to reflect changed conditions. Statements in this presentation that are not descriptions of historical facts are forward-looking statements relating to future events, and as such all forward-looking statements are made pursuant to the Securities Litigation Reform Act of 1995. Statements may contain certain forward-looking statements pertaining to future anticipated or projected plans, performance and developments, as well as other statements relating to future operations and results. Words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “intends,” “goal,” “objective,” “seek,” “attempt,” “aim to,” or variations of these or similar words, identify forward-looking statements. These risks and uncertainties include, but are not limited to, risks associated with AsiaFIN’s operating history, recent history of losses and profits, ability to adequately protect its software innovations, dependence on key executives, ability to obtain required regulatory approvals, other factors described in AsiaFIN’s Annual Report on Form 10-K and other factors as may periodically be described in AsiaFIN’s filings with the U.S. Securities and Exchange Commission.
InvestorsContact
AsiaFINHoldings Corp. (OTCQB: ASFH)
Dato’ Dr. Sean Seah, Executive Director
investors.relations@asiafingroup.com
MediaContact
AsiaFINHoldings Corp. (OTCQB: ASFH)
Kai Cheong (KC) Wong, Chief Executive Officer
media@asiafingroup.com
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