10-Q - ASFH - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ForThe Quarterly Period Ended November 30, 2021

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from _______________ to _______________

Commission

File Number 333-230479

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

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

YES

☒ NO ☐

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

YES

☐ NO ☒

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

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

Emerging growth company ☒

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

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

Yes ☐ No ☒

APPLICABLE

ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS

DURING THE PRECEDING FIVE YEARS:

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

Yes ☐ No ☒

APPLICABLE

ONLY TO CORPORATE ISSUERS:

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

Class	Outstanding at November 30, 2021
Common<br> Stock, $.0001 par value	73,319,800

TABLE

OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
ITEM<br> 1.	UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:	F-1
	Condensed Consolidated Balance Sheets as of November 30, 2021 (unaudited) and August 31, 2021 (audited)	F-2
	Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three Months Ended November 30, 2021 (unaudited) and November 30, 2020 (unaudited)	F-3
	Condensed Consolidated Statements of Changes in Equity for the Three Months Ended November 30, 2021 (unaudited) and November 30, 2020 (unaudited)	F-4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended November 30, 2021 (unaudited) and November 30, 2020 (unaudited)	F-5
	Notes to the Condensed Consolidated Financial Statements	F-6<br> - F-14
ITEM<br> 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3-5
ITEM<br> 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6
ITEM<br> 4.	CONTROLS AND PROCEDURES	6
PART II	OTHER INFORMATION
ITEM<br> 1	LEGAL PROCEEDINGS	7
ITEM<br> 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	7
ITEM<br> 3	DEFAULTS UPON SENIOR SECURITIES	7
ITEM<br> 4	MINE SAFETY DISCLOSURES	7
ITEM<br> 5	OTHER INFORMATION	7
ITEM<br> 6	EXHIBITS	8
	SIGNATURES	9

| 2 |

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PART

I FINANCIAL INFORMATION

ITEM

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

ASIAFIN

HOLDINGS CORP

CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

	Page
Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of November 30, 2021 (unaudited) and August 31, 2021 (audited)	F-2
Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three Months Ended November 30, 2021 (unaudited) and November 30, 2020 (unaudited)	F-3
Condensed Consolidated Statements of Changes in Equity for the Three Months Ended November 30, 2021 (unaudited) and November 30, 2020 (unaudited)	F-4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended November 30, 2021 (unaudited) and November 30, 2020 (unaudited)	F-5
Notes to the Condensed Consolidated Financial Statements	F-6-F-14

| F-1 |

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ASIAFIN

HOLDINGS CORP

CONDENSED

CONSOLIDATED BALANCE SHEETS

AS

OF NOVEMBER 30, 2021 AND August 31, 2021

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

			As of
			August 31, <br>2021
			Audited
ASSETS
CURRENT ASSETS
Accounts receivable	-		$	6,000
Deposits paid, prepayments and other receivables	1,249			1,249
Cash and cash equivalents	1,016,116			1,013,147
Total Current Assets	1,017,365		$	1,020,396
TOTAL ASSETS	1,017,365			1,020,396
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	4,200			4,200
Other payables and accrued liabilities	7,800			8,149
Total Current Liabilities	12,000		$	12,349
TOTAL LIABILITIES	12,000		$	12,349
STOCKHOLDERS’ EQUITY
Preferred stock, 0.0001 par value; 200,000,000 shares authorized; None issued and outstanding	-			-
Common Shares, par value 0.0001; 600,000,000 shares authorized, 73,319,800 shares issued and outstanding as of November 30, 2021 and 2020	7,332		$	7,332
Additional paid in capital	1,413,268			1,413,268
Accumulated other comprehensive profit	-			-
Accumulated deficit	(415,235	)		(412,553	)
TOTAL STOCKHOLDERS’ EQUITY	1,005,365		$	1,008,047
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	1,017,365		$	1,020,396

All values are in US Dollars.

See

accompanying notes to condensed consolidated financial statements.

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ASIAFIN

HOLDINGS CORP

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSSES

FOR

THE THREE MONTHS ENDED NOVEMBER 30, 2021 AND 2020

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

(Unaudited)

	02021			2020
	Three Months Ended<br> <br>November 30
	2021			2020
REVENUE	$	-		$	28,000
COST OF REVENUE	$	-		$	(19,600	)
GROSS PROFIT	$	-		$	8,400
OTHER INCOME	$	16		$	10
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	$	(2,698	)	$	(5,290	)
(LOSS)/ PROFIT BEFORE INCOME TAX	$	(2,682	)	$	3,120
INCOME TAX PROVISION	$	-		$	-
NET (LOSS)/ PROFIT	$	(2,682	)	$	3,120
OTHER COMPREHENSIVE LOSS	$	-		$	-
TOTAL COMPREHENSIVE (LOSS)/ PROFIT	$	(2,682	)	$	3,120
Net profit/(loss) per share, basic and diluted:	$	0.00		$	0.00
Weighted average number of common shares outstanding – Basic and diluted		73,319,800			66,525,931

See

accompanying notes to condensed consolidated financial statements.

| F-3 |

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ASIAFIN

HOLDINGS CORP

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR

THE THREE MONTHS ENDED NOVEMBER 30, 2021 and 2020

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

(Unaudited)

		Amount		Additional Paid-In<br> Capital		Merger Reserve		Accumulated<br> Deficit			Total<br> Equity
Balance as of September 1, 2020	72,482,500	$	7,248	$	576,052	$	-	$	(74,773	)	$	508,527
Share issued in initial public offering completed on August 4, 2021 at 1.00 per share	837,000		84		837,216		-		-			837,300
Net profit for the period	-		-		-		-		(337,780	)		(337,780	)
Balance as of August 31, 2021	73,319,800	$	7,332	$	1,413,268		-	$	(412,553	)	$	1,008,047
Balance, value	73,319,800	$	7,332	$	1,413,268		-	$	(412,553	)	$	1,008,047
Net loss for the period	-		-		-		-		(2,682	)		(2,682	)
Balance as of November 30, 2021	73,319,800	$	7,332	$	1,413,268		-	$	(415,235	)	$	1,005,365
Balance, value	73,319,800	$	7,332	$	1,413,268		-	$	(415,235	)	$	1,005,365

All values are in US Dollars.

| F-4 |

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ASIAFIN

HOLDINGS CORP

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR

THE THREE MONTHS ENDED NOVEMBER 30, 2021 AND 2020

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

(Unaudited)

	2021			2020
	Three months ended<br> <br>November 30
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,682	)	$	3,120
Adjustments to reconcile net loss to net cash used in operating activities:
Accounts receivable		6,000			(5,000	)
Accounts payable		-			3,500
Other payables and accrued liabilities		(349	)		912
Net cash generated from operating activities		2,969			2,532
Net increase in cash and cash equivalents		2,969			2,532
Cash and cash equivalents, beginning of period		1,013,147			514,231
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1,016,116		$	516,763
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-

See

accompanying notes to condensed consolidated financial statements.

| F-5 |

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ASIAFIN

HOLDINGS CORP

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED NOVEMBER 30, 2021

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

(UNAUDITED)

1.

DESCRIPTION OF BUSINESS AND ORGANIZATION

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. Wong Kai Cheong was appointed Chief Executive Officer, President, Secretary, Treasurer and Director.

On September 18, 2020, Mr. Seah Kok Wah was appointed Director of the Company.

On

December 18, 2019, we, “the Company” acquired 100% of the equity interests of AsiaFIN Holdings Corp. (herein referred to as 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, 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 $1 HKD

Details of the Company’s subsidiary:

SCHEDULE OF SUBSIDIARIES

	Company name	Place and date<br> <br>of incorporation	Particulars of<br><br>issued capital	Principal activities	Proportional of ownership interest and voting power held
1.	AsiaFIN Holdings Corp.	Labuan / July 15, 2019	1 share of ordinary share of US$1 each	Investment holding and consulting services pertaining to market studies and financial solutions.		100	%
2.	AsiaFIN Holdings Limited	Hong Kong/ <br> July 5, 2019	1 ordinary share <br>of HKD$1	Consultancy Services on market studies and financial solutions.		100	%

| F-6 |

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ASIAFIN

HOLDINGS CORP

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED NOVEMBER 30, 2021

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

(UNAUDITED)

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The consolidated financial statements for AsiaFIN Holdings Corp. and its subsidiaries for three months ended November 30, 2021 and November 30, 2020 are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of AsiaFIN Holdings Corp. and its wholly owned subsidiaries, AsiaFIN Holdings Corp. and AsiaFIN Holdings Limited. Intercompany accounts and transactions have been eliminated on consolidation. The Company has adopted August 31 as its fiscal year end.

Basis of consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company is the primary beneficiary. All inter-company accounts and transactions have been eliminated upon consolidation.

Use of estimates

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

Cash and cash equivalents

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

| F-7 |

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ASIAFIN

HOLDINGS CORP

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED NOVEMBER 30, 2021

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

(UNAUDITED)

Income taxes

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

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

| F-8 |

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ASIAFIN

HOLDINGS CORP

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED NOVEMBER 30, 2021

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

(UNAUDITED)

Net loss per share

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

Foreign currencies translation

The reporting currency of the Company and its subsidiaries in Labuan and Hong Kong is United States Dollars (“US$”) which being the primary currency of the economic environment in which these entities operate.

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

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

SCHEDULE OF FOREIGN EXCHANGE RATE


Period-end RM : US1 exchange rate	4.20	4.22
Period-average RM : US1 exchange rate	4.17	4.12
Period-end HK: US1 exchange rate	7.80	7.78
Period-average HK : US1 exchange rate	7.78	7.76

All values are in US Dollars.

Related parties

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

| F-9 |

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ASIAFIN

HOLDINGS CORP

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED NOVEMBER 30, 2021

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

(UNAUDITED)

Fair value of financial instruments:

The carrying value of the Company’s financial instruments: cash and cash equivalents, prepayment, deposits, accounts payable and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

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

Level1: Observable inputs such as quoted prices in active markets;

Level2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

| F-10 |

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ASIAFIN HOLDINGS CORP

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED NOVEMBER 30, 2021

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

(UNAUDITED)

3.

COMMON STOCK

Between

the period April 27, 2021 to July 30, 2021, the Company issued 837,300 shares of common stock at a price of $1.00 per share through the Initial Public Offering (IPO) to 87 non-US residents.

As

of November 30, 2021, AsiaFIN Holdings Corp. has an issued and outstanding common share of 73,319,800.

4.

CASH AND CASH EQUIVALENTS

As

of November 30, 2021, the Company recorded cash and cash equivalents of $1,016,116 which consists of cash on hand and bank balances.

5.

ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following as of November 30, 2021 and August 31, 2021.

SCHEDULE OF ACCOUNTS RECEIVABLE

	As of<br> November 30, 2021<br> (Unaudited)		As of<br> <br>August 31, 2021 (Audited)
Accounts receivable	$	-	$	6,000
Total accounts receivable	$	-	$	6,000

As

of November 30, 2021 and August 31, 2021, the amount of $0 and $6,000 respectively on accounts receivable are related party transactions and outstanding balances. The revenue is generated from providing consulting services on market study pertaining to payment processing trends in Asia and also market studies and advisory on user preferences pertaining to payment kiosks in Southeast Asia market.

| F-11 |

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ASIAFIN

HOLDINGS CORP

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED NOVEMBER 30, 2021

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

(UNAUDITED)

6.

DEPOSITS PAID, PREPAYMENTS AND OTHER RECEIVABLES

Deposits paid, prepayments and other receivables consisted of the following as of November 30, 2021 and August 31, 2021.

SCHEDULE

OF DEPOSITS PAID, PREPAYMENTS AND OTHER RECEIVABLES

	As of<br> November 30, 2021<br> (Unaudited)		As of<br> <br>August 31, 2021 (Audited)
Other receivables	$	1,249	$	1,249
Total deposits paid, prepayments and other receivables	$	1,249	$	1,249

As

of November 30, 2021 and August 31, 2021, there are the same amounts of $1,249 on other receivables which are related party transactions and outstanding balances.

7.

ACCOUNTS PAYABLE

Accounts payable consisted of the following as of November 30, 2021 and August 31, 2021.

SCHEDULE OF ACCOUNTS PAYABLE

	As of<br> November 30, 2021<br> (Unaudited)		As of<br> <br>August 31, 2021 (Audited)
Accounts payable	$	4,200	$	4,200
Total accounts payable	$	4,200	$	4,200

8.

OTHER PAYABLES AND ACCRUED LIABILITIES

Other payables and accrued liabilities consisted of the following as at November 30, 2021 and August 31, 2021.

SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES

	As of<br> November 30, 2021<br> (Unaudited)		As of<br> <br>August 31, 2021 (Audited)
Accrued audit fees		7,500		7,500
Other payables		300		649
Total other payables and accrued liabilities	$	7,800	$	8,149

| F-12 |

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ASIAFIN

HOLDINGS CORP

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED NOVEMBER 30, 2021

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

(UNAUDITED)

9.

INCOME TAXES

For the period/year November 30, 2021 and August 31, 2021, the local (United States) and foreign components of loss before income taxes were comprised of the following:

SCHEDULE OF COMPONENTS OF LOSS BEFORE INCOME TAXES

	Three months ended<br> November 30, 2021<br> (Unaudited)			Three months ended<br> November 30, 2020<br> (Unaudited)
Tax jurisdictions from:
- Local	$	(150	)	$	(5,142	)
- Foreign, representing
Labuan		(52	)		(1	)
Hong Kong		(2,480	)		8,263
Loss before income tax	$	(2,682	)	$	3,120

The provision for income taxes consisted of the following:

SCHEDULE OF PROVISION FOR INCOME TAXES

	Three months ended<br> November 30, 2021<br> (Unaudited)		Three months ended<br> November 30, 2020<br> (Unaudited)
Current:
- Local	$	-	$	-
- Foreign		-		-
Deferred:
-Local		-		-
-Foreign		-		-
Income tax expense	$	-	$	-

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

United States of America

The

Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of November 30, 2021, the operations in the United States of America incurred $422,391 of cumulative net operating losses which can be carried forward indefinitely to offset a maximum of 80% future taxable income. The Company has provided for a full valuation allowance of $88,702 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

Labuan

Under the current laws of the Labuan, AsiaFIN Holdings Corp. is governed under the Labuan Business Activity Act, 1990. The tax charge for such company is based on 3% of net audited profit.

HongKong

AsiaFIN

Holdings Corp. is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of 16.5% on its assessable income.

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of November 30, 2021 and August 31, 2021:

SCHEDULE OF COMPONENTS OF AGGREGATE DEFERRED TAX ASSETS

	Three months ended<br> November 30, 2021<br> (Unaudited)		Three months ended<br> November 30, 2020<br> (Unaudited)
Deferred tax assets:
Net operating loss carry forwards
-United States of America	$	88,072	$	19,040
Net operating loss carry forwards - United States of America	$	88,072	$	19,040
-Labuan		-		-
-Hong Kong		-		-
Net operating loss carry forwards - Foreign		-		-
Gross deferred tax assets	$	88,072	$	19,040
Less: valuation allowance		-		-
Deferred tax assets	$	88,072	$	19,040

| F-13 |

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ASIAFIN

HOLDINGS CORP

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED NOVEMBER 30, 2021

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

(UNAUDITED)

10.

RELATED PARTY TRANSACTIONS

SCHEDULE OF RELATED PARTY TRANSACTIONS

	Three months ended<br> November 30, 2021<br> (Unaudited)		Three months ended<br> November 30, 2020<br> (Unaudited)
Insite MY Systems Sdn Bhd^1^
-Revenue	$	-	$	(13,000	)
GLS IT Solutions Sdn Bhd^1^
-Revenue	$	-	$	(15,000	)

^1^	Mr. Wong, Kai Cheong,<br>our Chief Executive Officer, is the Director of Insite MY Systems Sdn Bhd while Mr. Seah, Kok Wah, our Director, is the Director of GLS<br>IT Solutions Sdn Bhd and SEATech Ventures Corp.

11.

COMMITMENTS AND CONTINGENCIES

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

12.

CONCENTRATIONS OF RISK

The Company is exposed to the following concentration of risk:

(a) Major customers

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

SCHEDULE OF CONCENTRATION OF RISK

	As of<br> November 30, 2021		As of<br> <br>November 30, 2020		As of<br> November 30, 2021					As of<br> November 30, 2021
	Revenues				Percentage of <br> revenues					Accounts receivable
Customer A	$	-	$	13,000		-	%	46	%	$	-	8,000
Customer B	$	-	$	15,000		-	%	54	%	$	-	15,000
	$	-	$	28,000		-	%	100	%	$	-	23,000

Customer A is Insite MY Systems Sdn Bhd, and Customer B is GLS IT Solutions Sdn Bhd. Both Customer A and Customer B are related parties. Mr. Wong, Kai Cheong, our Chief Executive Officer, is the Director of Insite MY Systems Sdn Bhd while Mr. Seah, Kok Wah, our Director, is the Director of GLS IT Solutions Sdn Bhd. The services provided to the aforementioned customers pertained to providing consulting services relating to market studies of payment processing trends in Asia, and also market studies and advisory pertaining to unattended payment kiosk user preferences in the Southeast Asia market. There were no other contracts with these customers for additional services.

(b) Major vendors

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

SCHEDULE OF CONCENTRATION OF RISK

	As of<br> November 30, 2021		As of<br> <br>November 30, 2020		As of<br> November 30, 2021					As of<br> November 30, 2021
	Purchases				Percentage of <br> purchases					Accounts payable
Vendor A	$	-	$	9,100		-	%	46	%	$	-	5,600
Vendor B	$	-	$	10,500		-	%	54	%	$	4,200	10,500
	$	-	$	19,600		-	%	100	%	$	4,200	16,100

Vendor A provides market research and surveys pertaining to payment process trends in Asia, and Vendor B provides us analytic tools to facilitate market research pertaining to payment kiosks as well as market surveys of the urban areas in which the kiosks are currently located, or may be installed in the future. The vendors are unrelated third parties.

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

(d) Exchange rate risk

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 actually post higher or lower income depending on exchange rate of RM converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

13.

SIGNIFICANT EVENTS

During the fiscal year, the World Health Organization declared the Coronavirus (COVID-19) outbreak to be a pandemic, which has caused severe global social and economic disruptions and uncertainties, including markets where the Company operates. The Company considers this outbreak as non-adjusting-events. The consequences brought about by Covid-19 continue to evolve and whilst the Company actively monitoring and managing its operations to respond to these changes, the Company does not consider it practicable to provide any quantitative estimate on the potential impact it may have on the Company.

14.

SUBSEQUENT EVENTS

The Company has evaluated subsequent events that occurred after November 30, 2021 up through the date of January 13, 2022, the Company issued audited consolidated financial statements 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. During this period, there was no subsequent event that required recognition or disclosure.

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ITEM

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Theinformation contained in this quarter report on Form 10-Q is intended to update the information contained in our Form S-1 Amendment No.3,dated March 19, 2021, for the period ended August 31, 2020 and presumes that readers have access to, and will have read, the “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form S-1. Thefollowing discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidatedfinancial statements included elsewhere in this Form 10-Q.

Thefollowing discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of thePrivate Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation,“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guaranteesof future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-lookingstatements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. Westrongly encourage investors to carefully read the factors described in our Form S-1 Amendment No.3, dated March 19, 2021, in the sectionentitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differfrom these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this transitionreport on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statementsand notes thereto that appear elsewhere in this report.

CompanyOverview

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

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

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Resultsof Operation

Forthe three months ended November 30, 2021

Revenues

For three months ended November 30, 2021, the Company has generated revenue of $0.

Costof Revenue and Gross Margin

For the three months ended November 30, 2021, cost incurred arise in providing corporate development advisory services is $0 and generate a gross profit of $0 the for the three months ended November 30,2021.

Generaland administrative expenses

For the three months ended November 30, 2021, we had general and administrative expenses in the amount of $2,698, which was primarily comprised of company consultation fee and review fee.

NetLoss

For the three months ended November, 2021, the Company has incurred a net loss of $2,682. The loss is mainly derived from the general and administrative expenses.

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Liquidityand Capital Resources

As of November 30, 2021, we had cash and cash equivalents of $1,016,116. We had positive operating cash flows due to minimal operating activity, we expect increased levels of operating activities going forward will result in more significant cash outflows.

We depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations. For the three months ended November 30, 2021, we have met these requirements primarily from previous sales of our common stock.

CashGenerated From Operating Activities

For the three months ended November 30, 2021, net cash generated from operating activities was $2,969, which were the result of our net loss attributable to administration expenses.

CreditFacilities

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

Off-balanceSheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of November 30, 2021.

RecentAccounting Pronouncements

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

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ITEM

3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM

4 CONTROLS AND PROCEDURES

Evaluationof Disclosure Controls and Procedures:

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of November 30, 2021. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer. Based upon that evaluation, our Chief Executive Officer concluded that, as of November 30, 2021, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of November 30, 2021, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Changesin Internal Control over Financial Reporting:

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

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PART

II — OTHER INFORMATION

Item1. Legal Proceedings

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

Item1A. 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.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item3. Defaults Upon Senior Securities

None

Item4. Mine Safety Disclosures

Not applicable.

Item5. Other Information.

None.

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ITEM6. Exhibits

Exhibit<br> No.	Description
31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*
31.2	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal investment officer*
32.1	Section 1350 Certification of principal executive officer *
32.2	Section 1350 Certification of principal investment officer *
101.INS	Inline XBRL Instance Document*
101.SCH	Inline XBRL Schema Document*
101.CAL	Inline XBRL Calculation Linkbase Document*
101.DEF	Inline XBRL Definition Linkbase Document*
101.LAB	Inline XBRL Label Linkbase Document*
101.PRE	Inline XBRL Presentation Linkbase Document*
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* Filed herewith.

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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<br> Holdings Corp
	(Name<br> of Registrant)
Date:<br> January 13, 2022
	By:	/s/ WONG KAI CHEONG
	Title:	Chief<br> Executive Officer,<br><br> <br>President,<br> Director, Secretary and Treasurer
Date:<br> January 13, 2022	By:	/s/ SEAH KOK WAH
---	---	---
	Title:	Director

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EXHIBIT31.1

CERTIFICATION

I, WONG KAI CHEONG, certify that:

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

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

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

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

a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
b.	Designed<br> such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide<br> reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes<br> in accordance with generally accepted accounting principles.
c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d.	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> 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<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> January 13, 2022	By:	/s/WONG KAI CHEONG
---	---	---
		WONG<br> KAI CHEONG
		Chief<br> Executive Officer,<br><br> <br>President,<br> Director, Secretary, Treasurer

EXHIBIT31.2

CERTIFICATION

I, SEAH KOK WAH, certify that:

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

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

a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> January 13, 2022	By:	/s/ SEAH KOK WAH
---	---	---
		SEAH<br> KOK WAH
		Director

EXHIBIT32.1

CERTIFICATIONPURSUANT TO18 U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

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

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

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

Date:<br> January 13, 2022	By:	/s/ WONG KAI CHEONG
		WONG<br> KAI CHEONG
		Chief<br> Executive Officer,
		President,<br> Director, Secretary, Treasurer

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

EXHIBIT 32.2

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(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: January 13, 2022	By:	/s/ SEAH KOK WAH
		SEAH KOK WAH
		Director