Asiafin Holdings Corp 10-K for FY2024
Asiafin Holdings Corp. (ASFH)
About this 10-K
Asiafin Holdings Corp filed this 10-K on March 25, 2025, covering the fiscal year ended December 31, 2024 (FY2024).
Headline figures
Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.38M
- up 8.8% from $3.11M a year earlier
- Net loss
- $143.58K
- compared with net income of $19.21K 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: None
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
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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.
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).
N/A
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, 2024 (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 25, 2025 | |
| Common Stock, $ par value |
DOCUMENTS INCORPORATED BY REFERENCE
ASIAFIN HOLDINGS CORP.
FORM 10-K
For the Fiscal Year Ended December 31, 2024
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.
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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. |
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. 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 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. Wong Kai Cheong is also the director of SFHL. Prior to the acquisition, Mr. Wong Kai Cheong held 29.94% of our issued and outstanding securities and 57.10% of the issued and outstanding securities of SFHL, Hoo Swee Ping, 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. Wong Kai Cheong, Hoo Swee Ping 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 | 60 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. Wong Kai Cheong is the common director of all of aforementioned companies except KSP AsiaFIN Co., Ltd.
Ms. Cham Hui Yin is the director of KSP AsiaFIN Co., Ltd.
The Company’s executive office is located at Suite 30.02, 30th Floor, Menara KH (Promet), Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia.
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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 client in the Asia region. SFHL has over 90 key bank customers on payment processing and RegTech and our Robotic Process Automation solution company has more than 100 customers in Asia.
Payment Processing
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 and Bangladesh.
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 payment and extendable to interface with various types of payment gateways. Our STP payment gateway are sold in Malaysia, Myanmar and Indonesia.
RegTech
We have a regulatory and financial reporting (RegTech) system which conform to XBRL reporting standards and other compliance reporting required by Regulatory agencies such as Central Bank, Securities Commission, Tax Authority Department and Companies Registry. Our reporting platform covers financial statistic reporting, credit risk exposure and analysis, risk management reports, FATCA & 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 30 financial institutions and 20 large corporations using this Regtech platform.
Additionally, the company plans to further develop a RegTech Software as a Service (SaaS) solution for public listed companies and financial institution for Environmental, Social and Governance (ESG) compliant reporting. ESG guidelines have already been issued by Bank Negara Malaysia, the central bank of Malaysia and Bursa Malaysia Stock Exchange for their members in reducing carbon footprint. We have spinoff a company, TellUS Report Sdn Bhd, to focus on this new line of business in both the consultancy and reporting.
Robotic Process Automation
We have our own Artificial Intelligent (AI) based, Robotic Process Automation Software (RPA) solutions for financial institutions, large corporations and small medium enterprises. RPA utilises software Robots for the automation of mundane, labour intensive, manual computer operations. Robots are utilized for the processes where it helps 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 peripherals. Our solution will automatically extract data from customers’ identity card, passport, etc. and will immediately fill-in 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 database for regulatory screening in Internal Blacklist Check, Anti Money Laundering, Credit Scoring Check, FATCA, Common Reporting Standard (CRS) and ESG reporting, etc.
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Industry Overview
Payment Market
Southeast Asia total transaction value in the Digital Payments market is projected to reach US$805.54 billion in 20251. Total transaction value is expected to show an annual growth rate (CAGR 2025-2029) of 19.83% resulting in a projected total amount of US$1.66 trillion by 2029. The market’s largest market is Mobile POS Payments with a projected total transaction value of US$493.26 billion in 2025.
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 Southeast Asian countries like Malaysia, Philippines and Indonesia.
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-year2. 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 Robotic Process Automation (RPA) market size was valued at US$5.77 billion in 20233. The Robotic Process Automation market industry is projected to grow from US$7.40 billion in 2024 to US$42.38 billion by 2032, exhibiting a compound annual growth rate (CAGR) of 24.37% during the forecast period (2024 - 2032).
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 Southeast Asia Robotic Process Automation market size was estimated at US$0.22 billion in 20244. The Southeast Asia Robotic Process Automation market industry is expected to grow from US$0.31 billion in 2025 to US$7.96 billion in 2034, exhibiting a compound annual growth rate (CAGR) of 41.20% during the forecast period (2025 - 2034). 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 Southeast Asia.
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 estimated to be US$7.6 billion in 2021 and is projected to be worth US$19.5 billion by 2026 to grow at a CAGR of 20.8% during the forecast period5.
The Asia-Pacific region is expected to have the highest growth rate, growing at CAGR of 17.0% during the forecast period. 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 solution 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 21.84% compound annual growth rate (CAGR) from 2024 to 20326.
References:
| 1. | https://www.statista.com/outlook/fmo/digital-payments/southeast-asia |
| 2. | https://www.reportlinker.com/dataset/26737f357f4b4add2adf904f08e96b2c91fa064a |
| 3. | https://www.marketresearchfuture.com/reports/robotic-process-automation-market-2209?utm_term=&utm_campaign=&utm_source=adwords&utm_medium=ppc&hsa_acc=2893753364&hsa_cam=20378630116&hsa_grp=152938190522&hsa_ad=665842143972&hsa_src=g&hsa_tgt=dsa-2354429467192&hsa_kw=&hsa_mt=&hsa_net=adwords&hsa_ver=3&gad_source=1 |
| 4. | https://www.marketresearchfuture.com/reports/sea-robotic-process-automation-market-20730 |
| 5. | https://www.marketsandmarkets.com/Market-Reports/regtech-market-63447434.html |
| 6. |
https://www.imarcgroup.com/regtech-market#:~:text=RegTech%20Market%20Size%20and%20Share,18.0%25%20from%202025%2D2033 |
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Marketing
AsiaFIN plans to participate frequently in several international or regional scale industry roadshows, conferences, and exhibitions to promote its products and services to potential markets in Asia. And with planned participation in Award programs, AsiaFIN can be recognized as a premium solution provider in Asia. For example, 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 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 missions as well as the Australian mission. In future, we shall participate in the Middle East, Nordics and USA 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 demo our proposed solutions (these proposed solutions maybe currently owned by third party or own by us in future).
We have developed our website at https://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 Association of Computer Industry of Malaysia (PIKOM), Federation of Malaysian Manufacturers (FMM) and the Small and Medium Enterprise Association of Malaysia (SME Association). We are exploring membership in the FinTech Association of Malaysia (“FOAM”) and the Fintech Associations of Philippines and Thailand once we have made contact thorough our marketing efforts. We also have joined the Regtech Association based in Sydney, Australia, that has membership worldwide. 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.
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 further expand to the rest of countries in the Nordics, Kingdom of Saudi Arabia, Australia and USA. All of the above 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. Although there are numerous alternatives, 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, AsiaFIN will participate strongly 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 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 AsiaFIN 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) | Financial Services Act 2013 (FSA) and The Islamic Financial Services Act 2013 (IFSA) |
The FSA and IFSA came into force in 2013 replacing the repealed Payment System Act 2003 (PSA). The FSA and IFSA incorporates strengthened provisions to regulate payment system operators and payment instrument issuers in order to promote safe, efficient and reliable payment systems and instruments. Operators of systems that enable the transfer of funds from one banking account to another or provide payment instrument network operation will require approval from the Central Bank of Malaysia to operate such systems. As for those wishing to offer merchant acquiring services, such person is required to be registered with the Central Bank of Malaysia.
The FSA and IFSA contain provisions that enable Central Bank of Malaysia to effectively perform its oversight role. In general, this includes empowering the Bank to specify standards, as well as, to issue directions, for the purpose of ensuring the safety, integrity, efficiency and reliability of the payment systems and payment instruments
| 2) | Personal Data Protection Act 2010 (PDPA) |
Personal Data Protection Department (PDPD) is an agency under the Ministry of Communications and Multimedia Commission (MCMC) was established on May 16, 2011 after the Parliament passed the bill relating to the Personal Data Protection Act 2010 (PDPA) of Act 709. The main responsibility of this department is to oversee the processing of personal data of individuals involved in commercial transactions by User Data that is not misused and misapplied by the parties concerned.
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Based on laws and regulations regarding PDPA requires that an individual must consent to the processing and disclosure of his/her personal data. In processing personal data, we are also required to take steps and implement measures to protect the personal data from loss, misuse and modification and maintain the integrity of the personal data processed. The personal data processed should not be kept longer than is necessary for the fulfilment of the purpose for which it was collected and generally cannot be transferred offshore without the consent of the individual to whom it relates.
| 3) | Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (AMLATFA) |
The AMLATFA provides for the offence of money laundering, the measures to be taken for the prevention of money laundering and terrorism financing offenses, investigation powers and the forfeiture of property involved in or derived from money laundering and terrorism financing offenses, as well as terrorist property, proceeds of an unlawful activity and instrumentalities of an offenses.
Under the Guidelines, the level and frequency of due diligence required should be commensurate with the level of money laundering and terrorism financing risk posed by the customer based on the risk profiles and nature of the transactions. AMLATFA provides for substantial monetary and imprisonment penalties for the failure to comply with the preventive measures laid down in AMLATFA. Similarly, failure to comply with the Guidelines may be an offense.
| 4) | Intellectual Property Protection |
Intellectual property system 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 comprises of patents, trademarks, industrial designs, copyright and etc.
| a. | Patents |
The Patents Act 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 Act, the utility innovation certificate provides for an initial duration of ten years protection from the date of filing of the application and renewable for further two consecutive terms of five years each subject to use.
| b. | Trademarks |
Trademark protection is governed by the Trademarks Act 1976 and the Trademarks Regulations 1997. The Act provides protection for registered trademarks and service marks in Malaysia. Once registered, no person or enterprise other than its proprietor or authorized users may use them. Infringement action can be initiated against abusers. The period of protection is ten years, renewable for a period of every ten years thereafter. The proprietor of the trademark or service mark has the right to deal or assign as well as to license its use. As with patents, while local applicant may file applications on their own, foreign applicants will have to do so through registered trademark agents.
| 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 1 March 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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| 5) | Tax Treatments |
| a. | Digital tax |
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 Guide, 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.
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 2 July 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 the Hong Kong; for operating the 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 the Hong Kong will only get protection in the 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 |
The Hong Kong’s trademark registration system is separate from the other trademark systems in the 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 the Hong Kong. In order to obtain protection as registered trademarks in the 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, 2024, we had the following full-time employees:
| Management | 5 | |||
| Analyst Programmer | 58 | |||
| Project Manager and Quality Assurance | 32 | |||
| Sales and Marketing | 11 | |||
| Administration, Human Resources and Finance | 13 | |||
| Total | 119 |
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
We
plan to strategically incorporate cybersecurity risk management into all our comprehensive 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 four 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, 2025 | $ | 1,374 | |||||||
| 4. | Unit 17-12, Level 17, Tower A, Vertical Business Suites, Avenue 3 Bangsar South, No.8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia. | 1,060 | June 1, 2023 to May 31, 2025 | $ | 746 | |||||||
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 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 | ||||
| Fiscal Year 2023 | High Bid | Low Bid | ||||||
| First Quarter | $ | 0.06 | $ | 0.01 | ||||
| Second Quarter | $ | 0.10 | $ | 0.06 | ||||
| Third Quarter | $ | 0.25 | $ | 0.10 | ||||
| Fourth Quarter | $ | 0.25 | $ | 0.24 | ||||
Holders
As of December 31, 2024, we had 81,551,838 shares of our Common Stock par value, $0.0001 issued and outstanding. There were 156 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
Currently, there is no unregistered sales of equity securities.
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, 2024.
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. SFHL has over 90 key bank customers on payment processing and RegTech and our Robotic Process Automation solution company has more than 100 customers in Asia.
Results of Operations
For the Years Ended December 31, 2024 and 2023
| For the Years Ended December 31, | Increase (decrease) in | |||||||||||||||||||||||
| 2024 | 2023 | 2024 compared to 2023 | ||||||||||||||||||||||
| (In U.S. dollars, except for percentages) | ||||||||||||||||||||||||
| Revenue | $ | 3,382,432 | 100.0 | % | $ | 3,109,515 | 100.0 | % | $ | 272,917 | 8.8 | % | ||||||||||||
| Cost of revenue | (1,958,632 | ) | (57.9 | )% | (1,708,334 | ) | (54.9 | )% | 250,298 | 14.7 | % | |||||||||||||
| Gross profit | 1,423,800 | 42.1 | % | 1,401,181 | 45.1 | % | 22,619 | 1.6 | % | |||||||||||||||
| Share of loss from operation of associate | (9,843 | ) | (0.3 | )% | (152 | ) | (0.0 | )% | 9,691 | 6,375.7 | % | |||||||||||||
| Selling, general and administrative expenses | (1,464,215 | ) | (43.3 | )% | (1,298,849 | ) | (41.8 | )% | 165,366 | 12.7 | % | |||||||||||||
| Other income | 7,281 | 0.2 | % | 13,109 | 0.4 | % | (5,828 | ) | (44.5 | )% | ||||||||||||||
| (Loss)/income from operations | (42,977 | ) | (1.3 | )% | 115,289 | 3.7 | % | (158,266 | ) | (137.3 | )% | |||||||||||||
| Income tax expense | (118,991 | ) | (3.5 | )% | (96,712 | ) | (3.1 | )% | 22,279 | 23.0 | % | |||||||||||||
| Net (loss)/income | (161,968 | ) | (4.8 | )% | 18,577 | 0.6 | % | (180,545 | ) | (971.9 | )% | |||||||||||||
| Net income attributable to non-controlling interest | 18,391 | 0.5 | % | 637 | 0.0 | % | 17,754 | 2,787.1 | % | |||||||||||||||
| Net (loss)/income attributed to common shareholders of AsiaFIN Holdings Corp. | $ | (143,577 | ) | (4.2 | )% | $ | 19,214 | 0.6 | % | $ | (162,791 | ) | (847.3 | )% | ||||||||||
Revenue
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.
For the year ended December 31, 2023, the Company generated revenue in the amount of $3,109,515. The revenue was generated as a result of the Company having provided services related to information technology business to the customers.
Selling, General and Administrative Expenses
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, consultancy fee, travelling expenses, other professional fees and transportation charges.
For the year ended December 31, 2023, the Company had selling, general and administrative expenses in the amount of $1,298,849. 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, 2024, the Company has incurred a net loss of $143,577.
For the year ended December 31, 2023, the Company has generated a net income of $19,214.
Liquidity and Capital Resources
As of December 31, 2024 and 2023, we had cash and cash equivalents of $1,309,929 and $1,234,188 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/Used in Operating Activities
For the year ended December 31, 2024, the Company has $343,001 provided by operating activity, of which primarily consist of impairment of investment in associate, share of loss from operation of associate, depreciation and amortization, increase in account payable, increase in other payables and accrued liabilities, increase in deferred revenue and increase in income tax payable contra by net loss, minority interest, provision for credit loss allowance, increase in account receivable, increase in prepayment, deposits and other receivables, increase in tax asset, increase in deferred income tax assets and reduction in lease liability.
For the year ended December 31, 2023, the Company has used $210,454 in operating activity, of which primarily consist of minority interest, increase in account receivable, decrease in other payables and accrued liabilities, decrease in deferred revenue, decrease in income tax payable and reduction in lease liability contra by net income, share of loss from operation of associate, depreciation and amortization, provision for credit loss allowance, increase in account payable, decrease in prepayment, deposits and other receivables, decrease in tax assets and decrease in deferred income tax assets.
Cash Used in Investing Activities
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.
For the year ended December 31, 2023, the Company has invested $32,479 in investing activities, respectively for the acquisition of computer systems and office equipment.
Cash Provided by Financing Activities
For the year ended December 31, 2024, the Company has used $77,401 in financing activities, primarily consist of advances to director.
For the year ended December 31, 2023, the Company has used $74,578 in financing activities, primarily consist of advances to director.
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, 2024 and December 31, 2023.
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, 2024:
| Total | Due within 1 year | |||||||
| Operating lease obligations1 | $ | 615,444 | $ | 64,787 | ||||
| Loan obligation2 | 150,993 | 67,108 | ||||||
| Total contractual obligations | $ | 766,437 | $ | 131,895 | ||||
1Amount includes operating lease right-of-use obligations. We have one office space leasing agreement with our Chief Executive Officer and director, Mr. Wong Kai Cheong, and three office space leasing agreements with third party.
2Represents the loan agreement with our Chief Executive Officer and director, Mr. Wong Kai Cheong, for the acquisition of property.
There were no outstanding obligations that were considered material as of December 31, 2024.
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Critical Accounting Policies and Estimates
Use of estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to, among others, the allowance for credit losses, impairment analysis of real estate assets and other long-term assets including goodwill, valuation allowance on deferred income taxes, and the accrual of potential liabilities. Actual results may differ from these estimates.
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.
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.
Fair value of financial instruments
The carrying value of the Company’s financial instruments: cash and cash equivalents, trade receivable, deposits and other receivables, amount due to related parties, trade payables and other payables approximate at their fair values because of the short-term nature of these financial instruments. The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
Level 1 : Observable inputs such as quoted prices in active markets;
Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
The Company did not have any non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis.
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.
Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on our consolidated financial statements and related disclosures.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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 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, 2024. 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: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties and effective risk assessment; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; and (4) lack of internal audit function due to the fact that the Company lacks qualified resources to perform the internal audit functions properly 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, 2024.
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, 2024. 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, 2024, 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.
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, 2024.
| 1. | We do not have Written Policies & Procedures. Due to lack of written policies and procedures for accounting and financial reporting, the Company did not establish a formal process to close our books monthly and account for all transactions and thus failed to properly record the Private Placement or disclose such transactions in its SEC filings in a timely manner. |
| 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. |
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, 2024 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.
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 2025.
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, 2024, 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 | ||
| Wong Kai Cheong | 62 | Chief Executive Officer, President, Secretary, Treasurer, Director | ||
| Seah Kok Wah | 57 | Director | ||
| Cham Hui Yin | 45 | Finance Manager |
Set forth below is a brief description of the background and business experience of our executive officer and director.
Wong Kai Cheong – President, Chief Executive Officer, Secretary, Treasurer, Director
Mr. Wong Kai Cheong was recognized as a Professional Electrical Engineer from the Engineering Council of the United Kingdom. Throughout his career path, we believe he has achieved astounding results and success in this field.
Mr. Wong started his career in the Financial IT 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 Insite MY Group of Companies (InsiteMY) in the year 2002. Today, InsiteMY has more than 100 staffs with offices in Malaysia and with customers covering from Malaysia, Philippines, Bangladesh, Pakistan, Thailand, Singapore, Indonesia and Myanmar.
Besides having a technical background, Mr. Wong has strong domain knowledge in payments and recently in cheque clearing and cheque truncation in particular. He travels the world educating customers and partners on the benefits and advantages of cheque truncation and other payment methods.
Through him and his team, InsiteMY has established themselves as a reliable solution partner 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. All research and development are done by the local Malaysian expertise under the guidance of MDEC.
Once again in 2018, he cofounded another R&D company called OrangeFIN Asia Sdn Bhd, focusing on Robotics Process Automation (RPA). These software robots were developed first for cheque clearing functions with artificial intelligence. These robots replace humans in making decisions for approving and clearing cheques for a local bank in Malaysia. Now, OrangeFIN aims to grow our market share in Malaysia and throughout Asia.
Seah Kok Wah – Director
Sean SEAH Kok Wah, a Malaysian citizen, currently serves as the Executive Director of the Company and the Executive Chairman of Angkasa-X Holdings Corp.
Seah graduated from the California State University, Chico, California USA with a Bachelor’s degree in computer engineering and a Master’s degree in computer science (with distinction). He also holds a Doctor of Business Administration (International Business) from Riviera University. 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.
Seah started his entrepreneurship journey in 2001. In the past 2 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 U.S.
Currently, Seah is the Chairman of The World Information Technology and Services Alliance (WITSA), a leading global consortium of tech-industry association-members from over 80 countries and economies. He is also the Chairman of SpaceTech Malaysia Association (SPA), the Vice-President of Malaysia Space Industry Corporation (MASIC), the Advisor of the National Tech Association of Malaysia (PIKOM) and a Committee Member of the 88-Captains Penang Welfare Society, a charitable non-governmental organisation founded for the purpose of sustaining talent development.
Cham Hui Yin - Finance Manager
Cham Hui Yin, a Malaysian citizen, currently serves as the Finance Manager of AsiaFIN Holdings Corp.
Ms. Cham graduated from University Kebangsaan Malaysia in 2003 with a Bachelor of Accounting (Hons.). She began her career as auditor Malaysia.
In 2004, Ms. Cham joined Actis Capital LLP, a leading global investor in sustainable infrastructure, during the spinout of Actis from CDC Group plc. She served as Office Manager for the Malaysia Office.
In 2009, Ms. Cham joined InsiteMY Group of Companies as Finance and Administration Manager and gradually move up to the position of Chief Financial Officer for the group.
In 2016, Ms. Cham was hired by Nettium Sdn Bhd in Malaysia as the Director of Finance, Human Resources and Administration. Nettium Sdn Bhd is a software company providing online gaming platform with 250 headcounts.
She later joined by Juris Technologies Sdn Bhd, a software house focusing on the financial industry, with 300 staff. She assumed the role of Director of Finance, Human Resources and Administration in 2018. During her tenure in Juris, she played a key role in the acquisition and the restructuring of iMoney Group.
In 2021, Ms. Cham joined InsiteMY Group, as the Chief Financial Officer.
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 not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.
In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors, the Chief Executive Officer and the Finance Manager of the Company review the Company’s internal accounting controls, practices and policies.
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Committees of the Board
Our Company currently does not have nominating, compensation or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Directors believe that it is not necessary to have such committees, at this time, because the Director(s) can adequately perform the functions of such committees.
Audit Committee Financial Expert
The Audit Committee consists of (i) Louis Ramesh Ruben, who is the Chairman of the Audit Committee, (ii) Shibu Chacko Jacob Vadaketh. Each member of the Audit Committee meets the requirements for independence, including the enhanced requirements applicable to audit committee members, and can read and understand fundamental financial statements in accordance with the applicable rules and regulations of the Securities Exchange Commission. In arriving at this determination, the Board has examined each Audit Committee member’s professional experience and the nature of their employment in the corporate finance sector.
The primary functions of the Audit Committee include the following:
| 1. | oversee the Company’s accounting and financial reporting processes; |
| 2. | oversee audits of the Company’s financial statements; |
| 3. | discuss policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures; |
| 4. | review and discuss with management the Company’s audited financial statements and review with management and the Company’s independent registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing such financial statements; |
| 5. | recommend to the board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last fiscal year; |
| 6. | be directly responsible for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged to prepare or issue an audit report for the Company; |
| 7. | take, or recommend the board to take appropriate action to oversee and ensure the independence of the Company’s independent registered public accounting firm; and |
| 8. | review major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent registered public accounting firm, internal auditors or management. |
Code of Ethics
We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.
Shareholder Proposals
Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this Information Statement.
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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, 2024.
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, 2024 and 2023, 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 ($) | Total ($) | ||||||||||||||||||||||||||
| Wong Kai Cheong, Chief Executive Officer, President, Secretary, | 2024 | 52,625 | 4,385 | - | - | - | - | - | 57,010 | ||||||||||||||||||||||||||
| Treasurer, Director (Principal Executive Officer) | 2023 | 52,541 | 4,160 | - | - | - | - | - | 56,701 | ||||||||||||||||||||||||||
| Cham Hui Yin, Finance Manager | 2024 | 65,781 | 8,552 | - | - | - | - | - | 74,333 | ||||||||||||||||||||||||||
| (Principal Financial Officer, Principal Accounting Officer) | 2023 | 51,227 | 3,831 | - | - | - | - | - | 55,058 | ||||||||||||||||||||||||||
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.
| 24 |
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 adopted an insider trading policy that governs the purchase, sale and other dispositions of our securities that applies to the Company and our officers and directors, as well as our employees that have regular access to material, nonpublic information about the Company in the normal course of their duties. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Compensation Discussion and Analysis
Director Compensation
Our, independent directors, Louis Ramesh Ruben and Shibu Chacko Jacob Vadaketh receive a monthly fee of $500 respectively, in cash payable, commencing on July 1, 2024. 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, 2024, the Company has 81,551,838 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, 2024 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 Directors | ||||||||||||
| Wong Kai Cheong, Chief Executive Officer, President, Secretary, Treasurer and Director (Principal Executive Officer) | 26,650,929 | 32.68 | % | 32.68 | % | |||||||
| Seah Kok Wah1, Director | 21,850,000 | 26.79 | % | 26.79 | % | |||||||
| Cham Hui Yin, Finance Manager (Principal Financial Officer and Principal Accounting Officer) | 39,713 | 0.05 | % | 0.05 | % | |||||||
| All of executive officers and director as a group | 48,540,642 | 59.52 | % | 59.52 | % | |||||||
| 5% or greater shareholders (excluding officers/directors) | ||||||||||||
| Hoo Swee Ping | 11,310,869 | 13.87 | % | 13.87 | % | |||||||
| SEATech Ventures Corp. | 10,000,000 | 12.26 | % | 12.26 | % | |||||||
1 Dato’ Seah Kok Wah owns and controls 95% of the issued and outstanding shares of See Unicorn Ventures Sdn Bhd. The values within the row above under the subsection titled, “Executive Officers and Directors,” for Dato’ Seah, are computed accounting for Dato’ Seah’s indirect ownership in the Company via his control of See Unicorn Ventures Sdn Bhd.
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 (81,551,838 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, 2024 and 2023, the Company have related party transactions as set forth below:
| Name of Related Parties | Relationship with the Company | |
| Wong Kai Cheong | Chief Executive Officer, President, Secretary, Treasurer and Director of the Company | |
| Insite MY International, Inc. | A company controlled by CEO, Mr. Wong Kai Cheong | |
| Tan Siew Meng | Spouse of CEO, Mr. Wong Kai Cheong |
| 26 |
For the years ended December 31, 2024 and 2023, the Company made purchases from Insite MY International, Inc. with a purchasing amount of $77,294 and $40,235 respectively. Our Chief Executive Officer and director, Mr. Wong Kai Cheong, 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 Wong Kai Cheong 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 | $ | 3,524 | ||||
The Company leases three office spaces with fees from Tan Siew Meng 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 | $ | 2,271 | ||||
| 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, 2025 | $ | 1,374 | ||||
| 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 May 31, 2025 | $ | 746 | ||||
The Company had the following related party balances at the end of the years:
| Amount due to related party | As of December 31, 2024 | As of December 31, 2023 | ||||||
| Wong Kai Cheong | $ | 146,018 | $ | 209,747 | ||||
| Total | $ | 146,018 | $ | 209,747 | ||||
| For the year ended December 31, 2024 | For the year ended December 31, 2023 | |||||||
| Purchases | ||||||||
| - Insite MY International, Inc. | $ | 77,294 | $ | 40,235 | ||||
| Office space leasing | ||||||||
| - Wong Kai Cheong | 42,288 | 42,224 | ||||||
| - Tan Siew Meng | 52,693 | 51,467 | ||||||
| Total | $ | 172,275 | $ | 133,926 | ||||
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.
| 27 |
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, 2024 and 2023.
We have engaged JP Centurion & Partners PLT as our principal accountant since August 31, 2020.
| ACCOUNTING FEES AND SERVICES | 2024 | 2023 | ||||||
| Audit fees | $ | 49,318 | $ | 92,746 | ||||
| Audit-related fees | - | - | ||||||
| Tax fees | - | - | ||||||
| All other fees | - | - | ||||||
| Total | $ | 49,318 | $ | 92,746 | ||||
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.
| 28 |
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-19 |
(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.
| 29 |
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 25, 2025 | By: | /s/ Wong Kai Cheong |
| Wong Kai Cheong | ||
| 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 25, 2025 | By: | /s/ Wong Kai Cheong |
| Wong Kai Cheong | ||
Chief Executive Officer President, Director, Secretary and Treasurer (Principal Executive Officer) | ||
| Date: March 25, 2025 | By: | /s/ Cham Hui Yin |
| Cham Hui Yin | ||
Finance Manager (Principal Financial Officer and Principal Accounting Officer) | ||
| Date: March 25, 2025 | By: | /s/ Seah Kok Wah |
| Seah Kok Wah | ||
| Director |
| 30 |
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-19 |
| 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
We have audited the accompanying consolidated balance sheets of AsiaFIN Holdings Corp. and subsidiaries (the ‘Company’) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, consolidated statements of stockholders’ equity, and consolidated statements of cash flows for the years ended of December 31, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.
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 are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance 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. We determined that there are no critical matters.
 |
|
We have served as the Company’s auditor since 2020. | |
| March 25, 2025 | |
| F-2 |
Item 1. Financial statements
ASIAFIN HOLDINGS CORP.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2024 AND 2023 (Audited)
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
As of December 31, 2024 | As of December 31, 2023 | |||||||
| Audited | Audited | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Account receivables, net | ||||||||
| Prepayment, deposits and other receivables | ||||||||
| Amount due from related parties | ||||||||
| Tax assets | ||||||||
| Total current assets | $ | $ | ||||||
| Non-current Assets | ||||||||
| Right-of-use assets, net | $ | $ | ||||||
| Property, plant and equipment, net | ||||||||
| Deferred income tax assets | ||||||||
| Investment in associates | ||||||||
| Total non-current assets | $ | $ | ||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Other payables and accrued liabilities | $ | $ | ||||||
| Account payable (including $ | ||||||||
| Income tax payable | ||||||||
| Amount due to director | ||||||||
| Amount due to related parties | ||||||||
| Hire purchase – current portion | ||||||||
| Lease liability – current portion | ||||||||
| Total current liabilities | $ | $ | ||||||
| Non-current liabilities | ||||||||
| 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, 2024 and December 31, 2023 | ||||||||
| Additional paid-in capital | ||||||||
| 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, 2024 AND 2023
(In United States Dollars (“US$” or “$”), except for number of shares or as otherwise stated)
| For
the year ended December 31, 2024 | For
the year ended December 31, 2023 | |||||||
| Audited | Audited | |||||||
| REVENUE | $ | $ | ||||||
| COST OF REVENUE (including
$ | ( | ) | ( | ) | ||||
| GROSS PROFIT | $ | $ | ||||||
| SHARE OF LOSS FROM OPERATION OF ASSOCIATE | ( | ) | ( | ) | ||||
| OTHER INCOME | $ | $ | ||||||
| SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES (including $ | $ | ( | ) | $ | ( | ) | ||
| (LOSS)/INCOME BEFORE INCOME TAX | $ | ( | ) | $ | ||||
| INCOME TAX EXPENSES | ( | ) | ( | ) | ||||
| NET (LOSS)/INCOME | $ | ( | ) | $ | ||||
| Net loss attributable to non-controlling interest | ||||||||
| NET (LOSS)/INCOME ATTRIBUTED TO COMMON SHAREHOLDERS OF ASIAFIN HOLDINGS CORP. | ( | ) | ||||||
| Other comprehensive income: | ||||||||
| - Foreign currency translation income/(loss) | ( | ) | ||||||
| TOTAL COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | ||
| NET (LOSS)/INCOME 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, 2024 AND 2023 (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 | ||||||||||||||||||||||||||||
NUMBER OF SHARES | AMOUNT | ADDITIONAL PAID-IN CAPITAL | ACCUMULATED DEFICIT | ACCUMULATED COMPREHENSIVE LOSS | NON- CONTROLLING INTEREST | TOTAL STOCKHOLDERS’ EQUITY | ||||||||||||||||||||||
| Balance as of December 31, 2022 | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||
| Issuance of share for acquisition of StarFIN Holdings Limited on February 23, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Effect on acquisition of TellUS Report Sdn Bhd | - | |||||||||||||||||||||||||||
| Net income for the year | - | ( | ) | |||||||||||||||||||||||||
| Foreign currency translation | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||
NUMBER OF SHARES | AMOUNT | ADDITIONAL PAID-IN CAPITAL | ACCUMULATED DEFICIT | ACCUMULATED COMPREHENSIVE LOSS | NONCONTROLLING INTEREST | TOTAL STOCKHOLDERS’ EQUITY | ||||||||||||||||||||||
| COMMON STOCK | ACCUMULATED | |||||||||||||||||||||||||||
NUMBER OF SHARES | AMOUNT | ADDITIONAL PAID-IN CAPITAL | ACCUMULATED DEFICIT | OTHER COMPREHENSIVE LOSS | NON- CONTROLLING INTEREST | TOTAL STOCKHOLDERS’ EQUITY | ||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||
| Net loss for the year | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||
See accompanying notes to consolidated financial statements
| F-5 |
ASIAFIN HOLDINGS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(In United States Dollars (“US$” or “$”), except for number of shares or as otherwise stated)
| 2024 | 2023 | |||||||
For the Year Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| (Audited) | (Audited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net (loss)/income | $ | ( | ) | $ | ||||
| Minority interest | ( | ) | ( | ) | ||||
| Impairment of investment in associate | ||||||||
| Share of loss from operation of associate | ||||||||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Depreciation and amortization | ||||||||
| Provision for credit loss allowance | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Account payable | ||||||||
| Account receivable | ( | ) | ( | ) | ||||
| Prepayment, deposits and other receivables | ( | ) | ||||||
| Other payables and accrued liabilities | ( | ) | ||||||
| Deferred revenue | ( | ) | ||||||
| Tax assets | ( | ) | ||||||
| Deferred income tax assets | ( | ) | ||||||
| Income tax payable | ( | ) | ||||||
| Change in lease liability | ( | ) | ( | ) | ||||
| Net cash provided by/(used in) operating activities | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of plant and equipment | ( | ) | ( | ) | ||||
| Investment in associate | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Repayment to director | ( | ) | ( | ) | ||||
| Repayment of hire purchase | ( | ) | ( | ) | ||||
| Advances to related companies | ( | ) | ( | ) | ||||
| Net cash used in 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 | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
| F-6 |
ASIAFIN HOLDINGS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(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. 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 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. Wong Kai Cheong is also the director of SFHL. Prior to the acquisition, Mr. Wong Kai Cheong 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. Wong Kai Cheong is the common director of all of aforementioned companies except KSP AsiaFIN Co., Ltd.
Ms. Cham Hui Yin is the director of 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.
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.
Investment in associate
In accordance with ASC Topic 321, “Investments – Equity Securities”, the Company measures the investment in associate without a readily determinable fair value at its cost minus impairment, if any. The Company reassess at each reporting period whether the equity investment without a readily determinable fair value qualifies to be measured at fair value. The measurement of those securities at fair value shall be irrevocable. Any resulting gains or losses on the investment in associate for which that measurement is made shall be recorded in earnings at that time. At each reporting period, the Company makes a qualitative assessment on the investment in associate considering impairment indicators to evaluate whether the investment is impaired. If an equity security without a readily determinable fair value is impaired, the Company shall include an impairment loss in net income equal to the difference between the fair value of the investment and its carrying amount.
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.
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 | ||||||||
| 2024 | 2023 | |||||||
| 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.
Fair value of financial instruments
The carrying value of the Company’s financial instruments: cash and cash equivalents, trade receivable, deposits and other receivables, amount due to related parties, trade payables and other payables approximate at their fair values because of the short-term nature of these financial instruments.
The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
Level 1 : Observable inputs such as quoted prices in active markets;
Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
As of December 31, 2024, and 2023, the Company did not have any non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis.
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.
Acquisition Agreement
The acquisition of StarFIN Holdings Limited. (“SFHL”) has been accounted for under the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations”. Under the purchase method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values.
The allocation of the purchase price has been prepared based on preliminary estimates of fair values. However, actual amounts recorded upon the finalization of estimates of fair values may differ from the information presented in these unaudited pro forma condensed combined consolidated financial statements. The Company estimates of the fair values of the assets and liabilities of SFHL have been combined with the recorded values of the assets and liabilities of SFHL in the audited condensed combined financial information, goodwill was immediately impaired upon recognition.
| 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, 2024, the
Recently Issued Accounting Standards and Adopted
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.
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. BUSINESS COMBINATIONS
On
December 22, 2022, the Company acquired
The acquisition of SFHL has been accounted for under the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations.” Under the purchase method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values.
The allocation of the purchase price has been prepared based on preliminary estimates of fair values. However, actual amounts recorded upon the finalization of estimates of fair values may differ from the information presented in these unaudited pro forma condensed combined consolidated financial statements. The Company estimates of the fair values of the assets and liabilities of SFHL have been combined with the recorded values of the assets and liabilities of SFHL in the audited condensed combined financial information, goodwill was immediately impaired upon recognition. Allocation of the purchase price is summarized below:
SCHEDULE OF PURCHASE PRICE ALLOCATION
| Cash and cash equivalents | $ | |||
| Trade receivables, net | ||||
| Deposits paid, prepayments and other receivables | ||||
| Tax assets | ||||
| Investment in Associates – Murni StarFIN Sdn Bhd | ||||
| Property, plant and equipment, net | ||||
| Trade payable | ( | ) | ||
| Accrued expenses and other payables | ( | ) | ||
| Deferred tax liabilities | ( | ) | ||
| Hire purchase loan | ( | ) | ||
| Amount due to directors | ( | ) | ||
| Amount due to related parties | ( | ) | ||
| Adjustment for foreign exchange fluctuation | ||||
| Fair value of StarFIN Holdings Limited | $ | |||
| Fair value of consideration | ( | ) | ||
| Goodwill | $ | |||
| Goodwill impairment | ( | ) | ||
| Total goodwill |
4. ACCOUNT RECEIVABLES, NET
SCHEDULE OF ACCOUNT RECEIVABLES
As of December 31, 2024 | As of December 31, 2023 | |||||||
| Account receivables, gross | $ | $ | ||||||
| Allowance for expected credit loss | ( | ) | ( | ) | ||||
| Reversal of expected credit loss | ||||||||
| Account receivables, net | $ | $ | ||||||
| F-12 |
5. PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES
SCHEDULE OF PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES
As of December 31, 2024 | As of December 31, 2023 | |||||||
| Prepaid expenses | $ | $ | ||||||
| Other receivables | ||||||||
| Other deposits | ||||||||
| Purchase in advance | ||||||||
| Total | $ | $ | ||||||
Prepaid expenses include website domain, third party software maintenance and subscription, rental, 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.
Purchase in advance consist of monies paid to supplier but have yet to receive the products or services from the suppliers.
6. PROPERTY, PLANT AND EQUIPMENT, NET
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT
As of December 31, 2024 | As of December 31, 2023 | |||||||
| 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, 2024 | For the year ended December 31, 2023 | |||||||
| Investment in computer systems | $ | $ | ||||||
| Investment in furniture and fittings | ||||||||
| Investment in electrical fittings | ||||||||
| Investment in handphone | ||||||||
| Investment in office equipment | ||||||||
| Investment in renovation | ||||||||
| Total investment in property and plant | $ | $ | ||||||
| Depreciation for the period | $ | |||||||
For
the year ended December 31, 2023, the Company acquired a property amounted $
| F-13 |
7. OTHER PAYABLES AND ACCRUED LIABILITIES
SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES
As of December 31, 2024 | As of December 31, 2023 | |||||||
| Accrued expenses | $ | $ | ||||||
| Other payable | ||||||||
| Receipt in advance | ||||||||
| Total | $ | $ | ||||||
Accrued expenses consist of outstanding audit fee, employee claims and salary, service tax and miscellaneous expenses.
Other payable includes primarily payable to third parties and service tax payable.
Receipt in advance consist of monies received from customer but have yet to satisfied performance obligation.
8. AMOUNT DUE TO DIRECTOR
As
of December 31, 2024, the Company had an outstanding amount due to director amounted $
Aforementioned amount is unsecured, non-interest bearing and payable on demand.
9. AMOUNT DUE FROM/TO RELATED PARTIES
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 $
As
of December 31, 2023, the Company has an outstanding amount due to a number of related companies with common director and shareholder
pertaining to miscellaneous expenses made by these related parties on behalf in aggregate amounted $
Aforementioned amount is unsecured, non-interest bearing and payable on demand.
10. HIRE PURCHASE
On
April 30, 2021, the Company through subsidiary acquired a motor vehicle amounted $
For
the year ended December 31, 2024, the Company repaid $
| F-14 |
11. LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES
SCHEDULE OF LEASE RIGHT OF USE ASSETS AND LEASE LIABILITIES
| Right-Of-Use Assets | ||||
| Balance as of December 31, 2023 | $ | |||
| New right-of-use assets recognized | ||||
| Amortization for the year ended December 31, 2024 | ( | ) | ||
| Adjustment for non-exercising option | ( | ) | ||
| Adjustment for foreign currency translation difference | ||||
| Balance as of December 31, 2024 | $ | |||
| Lease Liability | ||||
| Balance as of December 31, 2023 | $ | |||
| New lease liability recognized | ||||
| Imputed interest for the year ended December 31, 2024 | ||||
| Gross repayment for the year ended December 31, 2024 | ( | ) | ||
| Adjustment for non-exercising option | ( | ) | ||
| Adjustment for foreign currency translation difference | $ | |||
| Balance as of December 31, 2024 | $ | |||
| Lease liability current portion | ||||
| Lease liability non-current portion | $ | |||
Other information:
SCHEDULE OF OTHER INFORMATION
For the year ended December 31, 2024 | For
the year ended December 31, 2023 | |||||||
| 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 year ended December 31, 2024 and 2023, the Company has following transactions with related parties:
SCHEDULE OF RELATED PARTIES TRANSACTIONS
| For
the year ended December 31, 2024 | For
the year ended December 31, 2023 | |||||||
| Purchases | ||||||||
| - Insite MY International, Inc. | $ | $ | ||||||
| Leasing | ||||||||
| - Office space leasing | ||||||||
| Leasing - Office space leasing | ||||||||
| Total | $ | $ | ||||||
Our Chief Executive Officer, Mr. Wong Kai Cheong is a majority shareholder of Insite MY International, Inc.
For the years ended December 31, 2024 and 2023, the Company has paid $
For
the years ended December 31, 2024 and 2023, the Company has paid $
| F-15 |
13. CONCENTRATION OF RISK
| (a) | Major Customers |
For
the year ended December 31, 2024, the Company generated total revenue of $
| (b) | Major Suppliers |
For
the year ended December 31, 2024, the Company incurred cost of revenue of $
14. INCOME TAXES
The loss before income taxes of the Company for the years ended December 31, 2024 and 2023 were comprised of the following:
SCHEDULE OF LOSS BEFORE INCOME TAXES
| 2024 | 2023 | |||||||
| For the years ended December 31 | ||||||||
| 2024 | 2023 | |||||||
| Tax jurisdictions from: | ||||||||
| - Local | $ | ( | ) | $ | ( | ) | ||
| - Foreign, representing: | ||||||||
| Hong Kong | ( | ) | ( | ) | ||||
| British Virgin Islands | ( | ) | ( | ) | ||||
| Labuan, Malaysia | ( | ) | ( | ) | ||||
| Malaysia | ||||||||
| Income before income taxes | $ | ( | ) | $ | ||||
Provision for income taxes consisted of the following:
SCHEDULE OF PROVISION FOR INCOME TAXES
| For the years ended December 31 | ||||||||
| 2024 | 2023 | |||||||
| Current: | ||||||||
| - Local | $ | $ | ||||||
| - Foreign | $ | ( | ) | $ | ( | ) | ||
| Deferred tax assets: | ||||||||
| - Local | $ | $ | ||||||
| - Foreign | $ | $ | ||||||
| Deferred tax liabilities: | ||||||||
| - Local | $ | $ | ||||||
| - Foreign | $ | $ | ||||||
| Income tax payable: | ||||||||
| - Local | $ | $ | ||||||
| - Foreign | $ | $ | ||||||
| Income tax assets: | ||||||||
| - Local | $ | $ | ||||||
| - Foreign | $ | $ | ||||||
| F-16 |
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 incorporated in the State of Nevada and is subject to the tax laws of the United States of America. As of December 31,
2024, the operations in the United States of America incurred $
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
All
Malaysian companies are subject to the Malaysian corporate tax laws at a two-tier corporate income tax rate based on amount of paid-up
capital.
As
of December 31, 2024, the operations in Malaysia incurred $
15. DIVIDEND
16. 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-17 |
17. 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
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
| 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 | $ | $ | $ | $ | ||||||||||||
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 | $ | $ | $ | |||||||||
| F-18 |
| For the Year Ended and As of December 31, 2023 | ||||||||||||||||
| 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 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Profit from operations | ( | ) | ||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| Capital expenditure | $ | $ | $ | $ | ||||||||||||
For the Year Ended and As of December 31, 2023 |
||||||||||||
| 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 | $ | $ | $ | |||||||||
18. COMPARATIVE FIGURES
The
Company has adjusted the comparative figures of cost of revenue and selling, general and administrative expenses in Consolidated Statements
of Operations and Comprehensive Loss for the year ended December 31, 2023 from $
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, 2024 up through the date the Company presented these audited financial statements.
Effective
on January 20, 2025, AsiaFIN Holdings Corp., a Nevada corporation, and certain individual investors (the “Subscribers”) entered
into subscription agreements (each, a “Subscription Agreement”) pursuant to which the Company agreed to sell an aggregate
of shares of the Company’s common stock, with par value of $ per share to the Subscribers for an aggregate purchase
price of $
| F-19 |
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; |
| 7 |
| ● | 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, WONG KAI CHEONG, 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, 2024;
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 25, 2025 | By: | /s/ WONG KAI CHEONG |
| WONG KAI CHEONG | |||
Chief Executive Officer, President, Director, Secretary and Treasurer | |||
| (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION
I, CHAM HUI YIN, 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, 2024;
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 25, 2025 | By: | /s/ CHAM HUI YIN |
| CHAM HUI YIN | |||
| Finance Manager | |||
| (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, 2024 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 25, 2025 | By: | /s/ WONG KAI CHEONG |
| WONG KAI CHEONG | |||
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, 2024 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 25, 2025 | By: | /s/ CHAM HUI YIN |
| CHAM HUI YIN | |||
| Finance Manager | |||
| (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.