10-Q
ASIAFIN HOLDINGS CORP. (ASFH)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM10-Q
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
ForThe Quarterly Period Ended February 28, 2021
or
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
Forthe transition period from _______________ to _______________
CommissionFile Number 333-230479
ASIAFINHOLDINGS CORP
(Exact name of registrant issuer as specified in its charter)
| Nevada | 37-1950147 |
|---|---|
| (State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
Suite30.02, 30th Floor, Menara KH (Promet),
JalanSultan Ismail, 50250 Kuala Lumpur, Malaysia
(Address of principal executive offices, including zip code)
Registrant’s phone number, including area code +603 21487170
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).
YES [ ] NO [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer [ ] Accelerated Filer [ ] Non-accelerated Filer [ ] Smaller reporting company [X]
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has fled all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at February 28, 2021 |
|---|---|
| Common<br> Stock, $.0001 par value | 72,482,500 |
TABLEOF CONTENTS
| Page | ||
|---|---|---|
| PART I | FINANCIAL INFORMATION | |
| ITEM<br> 1. | UNAUDITED<br> CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: | F-1 |
| Condensed Consolidated Balance Sheets as of February 28, 2021 (unaudited) and August 31, 2020 (audited) | F-2 | |
| Condensed<br> Consolidated Statements of Operations and Comprehensive Losses for the Three Months and Six Months Ended February 28, 2021<br> (unaudited) and February 29, 2020 (unaudited) | F-3 | |
| Condensed<br> Consolidated Statements of Changes in Equity for the Six Months Ended February 28, 2021 (unaudited) and February 29, 2020<br> (unaudited) | F-4 | |
| Condensed<br> Consolidated Statements of Cash Flows for the Six Months Ended February 28, 2021 (unaudited) and February 29, 2020 (unaudited) | F-5 | |
| Notes to the Condensed Consolidated Financial Statements | F-6<br> - F-16 | |
| ITEM<br> 2. | MANAGEMENT’S<br> DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 3-5 |
| ITEM<br> 3. | QUANTITATIVE<br> AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 6 |
| ITEM<br> 4. | CONTROLS<br> AND PROCEDURES | 6 |
| PART II | OTHER INFORMATION | |
| ITEM<br> 1 | LEGAL<br> PROCEEDINGS | 7 |
| ITEM<br> 2 | UNREGISTERED<br> SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 7 |
| ITEM<br> 3 | DEFAULTS<br> UPON SENIOR SECURITIES | 7 |
| ITEM<br> 4 | MINE<br> SAFETY DISCLOSURES | 7 |
| ITEM<br> 5 | OTHER<br> INFORMATION | 7 |
| ITEM<br> 6 | EXHIBITS | 8 |
| SIGNATURES | 9 |
| 2 |
| --- |
PARTI FINANCIAL INFORMATION
ITEM1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
ASIAFINHOLDINGS CORP
CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS
| Page | |
|---|---|
| Condensed Consolidated Financial Statements | |
| Condensed Consolidated Balance Sheets as of February 28, 2021 (unaudited) and August 31, 2020 (audited) | F-2 |
| Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three Months and Six Months Ended February 28, 2021 (unaudited) and February 29, 2020 (unaudited) | F-3 |
| Condensed Consolidated Statements of Changes in Equity for the Six Months Ended February 28, 2021 (unaudited) and February 29, 2020 (unaudited) | F-4 |
| Condensed Consolidated Statements of Cash Flows for the Six Months Ended February 28, 2021 (unaudited) and February 29, 2020 (unaudited) | F-5 |
| Notes to the Condensed Consolidated Financial Statements | F-6-F-16 |
| F-1 |
| --- |
ASIAFINHOLDINGS CORP
CONDENSEDCONSOLIDATED BALANCE SHEETS
ASOF FEBRUARY 28, 2021 AND AUGUST 31, 2020
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
| As<br> of | |||||
|---|---|---|---|---|---|
| August<br> 31, 2020 | |||||
| Audited | |||||
| ASSETS | |||||
| CURRENT ASSETS | |||||
| Accounts<br> receivable | 6,000 | $ | 18,000 | ||
| Deposits<br> paid, prepayments and other receivables | 1,249 | 1,249 | |||
| Cash<br> and cash equivalents | 389,048 | 514,231 | |||
| Total<br> Current Assets | 396,297 | $ | 533,480 | ||
| TOTAL<br> ASSETS | 396,297 | 533,480 | |||
| LIABILITIES<br> AND STOCKHOLDERS’ EQUITY | |||||
| CURRENT LIABILITIES | |||||
| Accounts<br> payable | 23,100 | 12,600 | |||
| Other<br> payables and accrued liabilities | 14,800 | 11,709 | |||
| Income<br> tax payable | 644 | 644 | |||
| Total<br> Current Liabilities | 38,544 | $ | 24,953 | ||
| TOTAL<br> LIABILITIES | 38,544 | $ | 24,953 | ||
| STOCKHOLDERS’<br> EQUITY | |||||
| Preferred<br> stock, 0.0001 par value; 200,000,000 shares authorized; None issued and outstanding | - | - | |||
| Common Shares, par<br> value 0.0001; 600,000,000 shares authorized, 72,482,500 shares issued and outstanding as of February 28, 2021 and August<br> 31, 2020 | 7,248 | $ | 7,248 | ||
| Additional<br> paid in capital | 576,052 | 576,052 | |||
| Accumulated<br> other comprehensive profit | - | - | |||
| Accumulated<br> deficit | (225,547 | ) | (74,773 | ) | |
| TOTAL<br> STOCKHOLDERS’ EQUITY | 357,753 | $ | 508,527 | ||
| TOTAL<br> LIABILITIES AND STOCKHOLDERS’ EQUITY | 396,297 | $ | 533,480 |
All values are in US Dollars.
See accompanying notes to condensed consolidated financial statements.
| F-2 |
| --- |
ASIAFINHOLDINGS CORP
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSSES
FORTHE THREE MONTHS AND SIX MONTHS ENDED FEBRUARY 28, 2021 AND FEBRUARY 29, 2020
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
| Three Months Ended<br><br> <br>February 28 | Six<br> Months Ended<br><br> <br>February<br> 28 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||
| REVENUE | $ | 10,000 | $ | - | $ | 38,000 | ||||
| COST OF REVENUE | $ | (7,000 | ) | $ | - | $ | (26,600 | ) | ||
| GROSS<br> PROFIT | $ | 3,000 | $ | - | $ | 11,400 | ||||
| OTHER INCOME | $ | 12,966 | $ | 15 | $ | 12,976 | ||||
| SELLING,<br> GENERAL AND ADMINISTRATIVE EXPENSES | $ | (169,860 | ) | $ | - | $ | (175,150 | ) | ) | |
| PROFIT/(LOSS) BEFORE<br> INCOME TAX | $ | (153,894 | ) | $ | 15 | $ | (150,774 | ) | ) | |
| INCOME<br> TAX PROVISION | $ | - | $ | - | $ | - | ||||
| NET PROFIT/(LOSS) | $ | (153,894 | ) | $ | 15 | $ | (150,774 | ) | ) | |
| OTHER<br> COMPREHENSIVE LOSS | $ | - | $ | - | $ | - | ||||
| TOTAL COMPREHENSIVE<br> PROFIT/(LOSS) | $ | (153,894 | ) | $ | 15 | $ | (150,774 | ) | ) | |
| Net profit/(loss) per<br> share, basic and diluted: | $ | (0.0021 | ) | $ | 0.0000 | $ | (0.0021 | ) | ) | |
| Weighted<br> average number of common shares outstanding – Basic and diluted | 72,482,500 | 53,785,166 | 72,482,500 |
All values are in US Dollars.
See accompanying notes to condensed consolidated financial statements.
| F-3 |
| --- |
ASIAFINHOLDINGS CORP
CONDENSEDCONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FORTHE SIX MONTHS ENDED FEBRUARY 28, 2021 and FEBRUARY 29, 2020
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
| Number<br> of<br> shares | Amount | PAID-IN<br><br> CAPITAL | MERGER<br> RESERVE | ACCUMULATED<br><br> LOSSES | TOTAL<br><br> EQUITY | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of September 1,<br> 2020 | 72,482,500 | $ | 7,248 | $ | 576,052 | $ | - | $ | (74,773 | ) | $ | 508,527 | |||
| Net<br> profit for the period | - | - | - | - | 3,120 | 3,120 | |||||||||
| Balance as of November 30, 2020 | 72,482,500 | $ | 7,248 | $ | 576,052 | - | $ | (71,653 | ) | $ | 511,647 | ||||
| Net<br> loss for the period | - | - | - | (153,894 | ) | (153,894 | ) | ||||||||
| Balance as of<br> February 28, 2021 | 72,482,500 | $ | 7,248 | $ | 576,052 | - | $ | (225,547 | ) | $ | (357,753 | ) | |||
| Six<br> Months Ended February 29, 2020 (Unaudited) | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Number<br> of<br> shares | Amount | PAID-IN<br><br> CAPITAL | MERGER<br> RESERVE | ACCUMULATED<br><br> LOSSES | TOTAL<br><br> EQUITY | ||||||||||
| Balance as of June 14, 2019(inception) | 100,000 | $ | 10 | $ | - | $ | - | $ | - | $ | 10 | ||||
| Transaction<br> with owner | - | - | - | 2 | - | 2 | |||||||||
| Balance as of August 31, 2019 | 100,000 | $ | 10 | - | $ | 2 | $ | - | $ | 12 | |||||
| Transaction with owner | - | - | - | (2 | ) | - | (2 | ) | |||||||
| Net<br> loss for the period | - | - | - | - | (16,011 | ) | (16,011 | ) | |||||||
| Balance as of November 30, 2019 | 100,000 | $ | 10 | - | $ | - | $ | (16,011 | ) | $ | (16,001 | ) | |||
| Issuance of share capital – founders’<br> shares | 67,900,000 | 6,790 | - | - | - | 6,790 | |||||||||
| Net<br> profit for the period | - | - | - | - | 15 | 15 | |||||||||
| Balance as of<br> February 29, 2020 | 68,000,000 | $ | 6,800 | - | $ | - | $ | (15,996 | ) | $ | (9,196 | ) |
| F-4 |
| --- |
ASIAFINHOLDINGS CORP
CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS
FORTHE SIX MONTHS ENDED FEBRUARY 28, 2021 AND FEBRUARY 29, 2020
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
| Six months ended<br> <br>February 28 | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| CASH<br> FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net<br> loss | $ | (150,774 | ) | $ | (15,996 | ) |
| Adjustments<br> to reconcile net loss to net cash used in operating activities: | ||||||
| Accounts<br> receivable | 12,000 | - | ||||
| Accounts<br> payable | 10,500 | - | ||||
| Other<br> payables and accrued liabilities | 3,091 | - | ||||
| Net<br> cash used in operating activities | (125,183 | ) | (15,996 | ) | ||
| CASH<br> FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Advances<br> from director | - | 31,941 | ||||
| Proceeds<br> from issuance of shares in IPO/Unallocated shares | - | 6,788 | ||||
| Net<br> cash provided by financing activities | - | 38,729 | ||||
| Net increase in cash<br> and cash equivalents | (125,183 | ) | 22,733 | |||
| Cash<br> and cash equivalents, beginning of period | 514,231 | 12 | ||||
| CASH<br> AND CASH EQUIVALENTS, END OF PERIOD | $ | 389,048 | $ | 22,745 | ||
| SUPPLEMENTAL<br> CASH FLOWS INFORMATION | ||||||
| Income<br> taxes paid | $ | - | $ | - | ||
| Interest<br> paid | $ | - | $ | - |
See accompanying notes to condensed consolidated financial statements.
| F-5 |
| --- |
ASIAFINHOLDINGS CORP
NOTESTO CONDENSED FINANCIAL STATEMENTS
FORTHE SIX MONTHS ENDED FEBRUARY 28, 2021
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
1.DESCRIPTION OF BUSINESS AND ORGANIZATION
ASIAFIN HOLDINGS CORP. was incorporated on June 14, 2019 under the laws of the state of Nevada.
The Company, through its subsidiaries, engages in providing market research studies and consultancy services in the Financial Ecosystems.
On December 18, 2019, the Company acquired 100% of the equity interests in AsiaFIN Holdings Corp. (herein referred as the “Malaysia Company”), a private limited company incorporated in Labuan, Malaysia.
On December 23, 2019, AsiaFIN Holdings Corp., the Malaysia Company acquired 100% of the equity interest of AsiaFIN Holdings Limited (herein referred as the “Hong Kong Company”), a private limited company incorporated in Hong Kong.
Details of the Company’s subsidiaries:
| Company<br> name | Place/date<br> of incorporation | Particulars<br> of<br><br> <br>issued<br> capital | Principal<br> activities | |
|---|---|---|---|---|
| 1. | AsiaFIN<br><br> <br>Holdings<br> Corp. | Labuan,<br> July<br><br> <br>15,<br> 2019 | 1<br> shares of ordinary share of US$ 1 each | Investment<br>holding and consulting services pertaining to market studies and financial solutions. |
| 2. | AsiaFIN<br><br> <br>Holdings<br><br> <br>Limited | Hong<br> Kong,<br><br> <br>July<br> 5, 2019 | 1<br> ordinary share of HKD 1 each | Consultancy<br> Services on market studies and financial solutions. |
For purposes of consolidated financial statement presentation, AsiaFIN Holdings Corp. and its subsidiaries are hereinafter referred to as the “Company”.
| F-6 |
| --- |
ASIAFINHOLDINGS CORP
NOTESTO CONDENSED FINANCIAL STATEMENTS
FORTHE SIX MONTHS ENDED FEBRUARY 28, 2021
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The consolidated financial statements for AsiaFIN Holdings Corp. and its subsidiaries for the six months ended February 28, 2021 are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of AsiaFIN Holdings Corp. and its wholly owned subsidiaries, AsiaFIN Holdings Corp. and AsiaFIN Holdings Limited. Intercompany accounts and transactions have been eliminated on consolidation. The Company has adopted August 31 as its fiscal year end.
Basis of consolidation
The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated upon consolidation.
Use of estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.
Cash and cash equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
| F-7 |
| --- |
ASIAFINHOLDINGS CORP
NOTESTO CONDENSED FINANCIAL STATEMENTS
FORTHE SIX MONTHS ENDED FEBRUARY 28, 2021
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
Income taxes
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 periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
Going Concern
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the period ended February 28, 2021, the Company suffered net loss of USD150,774 and had negative operating cash flow of USD125,183. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.
| F-8 |
| --- |
ASIAFINHOLDINGS CORP
NOTESTO CONDENSED FINANCIAL STATEMENTS
FORTHE SIX MONTHS ENDED FEBRUARY 28, 2021
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
Net loss per share
The Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
Foreign currencies translation
The reporting currency of the Company and its subsidiaries in Labuan and Hong Kong is United States Dollars (“US$”) which being the primary currency of the economic environment in which these entities operate.
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.
Translation of amounts from RM into US$1 and HK$ into US$1 has been made at the following exchange rates for the respective periods:
| As<br> of and for the period ended August 31, 2020 | |||
|---|---|---|---|
| Period-end<br> RM : US1 exchange rate | 4.05 | 4.15 | |
| Period-average RM<br> : US1 exchange rate | 4.05 | 4.15 | |
| Period-end HK:<br> US1 exchange rate | 7.76 | 7.80 | |
| Period-average HK<br> : US1 exchange rate | 7.75 | 7.75 |
All values are in US Dollars.
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
| F-9 |
| --- |
ASIAFINHOLDINGS CORP
NOTESTO CONDENSED FINANCIAL STATEMENTS
FORTHE SIX MONTHS ENDED FEBRUARY 28, 2021
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
Fair value of financial instruments:
The carrying value of the Company’s financial instruments: cash and cash equivalents, prepayment, deposits, accounts payable and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.
The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
Level1: Observable inputs such as quoted prices in active markets;
Level2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
Recent accounting pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
| F-10 |
| --- |
ASIAFINHOLDINGS CORP
NOTESTO CONDENSED FINANCIAL STATEMENTS
FORTHE SIX MONTHS ENDED FEBRUARY 28, 2021
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
3.COMMON STOCK
On June 14, 2019, the founder of the Company, Mr. Wong purchased 100,000 shares of restricted common stock of the Company at a par value of $0.0001 per share. The monies from this transaction, which totalled $10, went to the Company to be used as initial working capital.
On December 20, 2019, the Company issued 21,900,000 shares of restricted common stock to Mr. Wong, with a par value of $0.0001 per share, for total additional working capital of $2,190.
On December 20, 2019, the Company issued 21,850,000 shares of restricted common stock to See Unicorn Ventures Sdn. Bhd., a company incorporated in Malaysia, with a par value of $0.0001 per share, for additional working capital of $2,185.
On December 20, 2019, the Company issued 10,000,000 shares of restricted common stock to SEATech Ventures Corp., a company incorporated in Nevada, with a par value of $0.0001 per share, for additional working capital of $1,000.
On December 20, 2019, the Company issued 8,000,000 shares of restricted common stock to Hoo, Swee Ping, with a par value of $0.0001 per share, for additional working capital of $800.
On December 20, 2019, the Company issued 5,000,000 shares of restricted common stock to AsiaFIN Talent Sdn Bhd., a company incorporated in Malaysia, with a par value of $0.0001 per share, for additional working capital of $500.
On December 23, 2019, the Company issued 500,000 shares of restricted common stock to Lim, Kin Wan, with a par value of $0.0001 per share, for additional working capital of $50.
On December 23, 2019, the Company issued 300,000 shares of restricted common stock each to both Kang, Kok Seng Michael, and Tan, Hock Chye, with a par value of $0.0001 per share, for additional working capital of $60.
On December 23, 2019, the Company issued 50,000 shares of restricted common stock to Eng, Kin Hoong, with a par value of $0.0001 per share, for additional working capital of $5.
Between February 7, 2020 to June 30, 2020, the Company sold shares to 27 foreign parties, all of which do not reside in the United States. A total of 3,200,000 shares of restricted common stock were sold at a price of $0.10 per share. The total proceeds to the Company amounted to a total of $320,000.
Between July 20, 2020 to August 14, 2020, the Company sold shares to 46 foreign parties, all of which do not reside in the United States. A total of 1,282,500 shares of restricted common stock were sold at a price of $0.20 per share. The total proceeds to the Company amounted to a total of $256,500.
As of August 31, 2020 and August 31, 2019, the Company has an issued and outstanding common share of 72,482,500 and 100,000 respectively.
As of February 28, 2021, the Company has an issued and outstanding common share of 72,482,500.
4.CASH AND CASH EQUIVALENTS
As of February 28, 2021, the Company recorded cash and cash equivalents of $389,048 which consists of cash on hand and bank balances.
5.ACCOUNTS RECEIVABLE
Accounts receivable consisted of the following as of February 28, 2021 and August 31, 2020.
| As<br> of<br> February 28, <br><br> 2021<br> (Unaudited) | As of<br> <br>August 31, 2020 (Audited) | |||
|---|---|---|---|---|
| Accounts<br> receivable | $ | 6,000 | $ | 18,000 |
| Total<br> accounts receivable | $ | 6,000 | $ | 18,000 |
As of February 28, 2021 and August 31, 2020, the amount of $6,000 and $18,000 respectively on accounts receivable are related party transactions and outstanding balances. The revenue is generated from providing consulting services on market study pertaining to payment processing trends in Asia and also market studies and advisory on user preferences pertaining to payment kiosks in Southeast Asia market.
| F-11 |
| --- |
ASIAFINHOLDINGS CORP
NOTESTO CONDENSED FINANCIAL STATEMENTS
FORTHE SIX MONTHS ENDED FEBRUARY 28, 2021
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
6.ACCOUNTS PAYABLE
Accounts payable consisted of the following as of February 28, 2021 and August 31, 2020.
| As of<br> February 28, <br> 2021<br> (Unaudited) | As of<br> <br>August 31, 2020 (Audited) | |||
|---|---|---|---|---|
| Accounts payable | $ | 23,100 | $ | 12,600 |
| Total accounts payable | $ | 23,100 | $ | 12,600 |
7.DEPOSITS PAID, PREPAYMENTS AND OTHER RECEIVABLES
Deposits paid, prepayments and other receivables consisted of the following as of February 28, 2021 and August 31, 2020.
| As of<br> February 28, <br> 2021<br> (Unaudited) | As of<br> <br>August 31, 2020 (Audited) | |||
|---|---|---|---|---|
| Other receivables | $ | 1,249 | $ | 1,249 |
| Total deposits paid, prepayments and other receivables | $ | 1,249 | $ | 1,249 |
As of February 28, 2021 and August 31, 2020, there are the same amounts of $1,249 on other receivables which are related party transactions and outstanding balances.
8.OTHER PAYABLES AND ACCRUED LIABILITIES
Other payables and accrued liabilities consisted of the following as at February 28, 2021 and August 31, 2020.
| As of<br> February 28, <br> 2021<br> (Unaudited) | As of<br> <br>August 31, 2020 (Audited) | |||
|---|---|---|---|---|
| Accrued audit fees | 6,900 | 10,000 | ||
| Other payables | 7,900 | 1,709 | ||
| Total other payables and accrued liabilities | $ | 14,800 | $ | 11,709 |
| F-12 |
| --- |
ASIAFINHOLDINGS CORP
NOTESTO CONDENSED FINANCIAL STATEMENTS
FORTHE SIX MONTHS ENDED FEBRUARY 28, 2021
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
9.INCOME TAXES
For the period ended February 28, 2021 and February 29, 2020, the local (United States) and foreign components of loss before income taxes were comprised of the following:
| Six months ended February 28, 2021 (Unaudited) | Six months ended February 29, 2020 (Unaudited) | |||
|---|---|---|---|---|
| Tax jurisdictions from: | ||||
| - Local | $ | - | $ | - |
| - Foreign, representing | ||||
| Labuan | - | - | ||
| Hong<br> Kong | - | - | ||
| Loss<br> before income tax | $ | - | $ | - |
The provision for income taxes consisted of the following:
| Six months ended February 28, 2021 (Unaudited) | Six months ended February 29, 2020 (Unaudited) | |||
|---|---|---|---|---|
| Current: | ||||
| -<br> Local | $ | - | $ | - |
| - Foreign | - | - | ||
| Deferred: | ||||
| -Local | - | - | ||
| -Foreign | - | - | ||
| Income<br> tax expense | $ | - | $ | - |
The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: United States, Labuan and Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:
United States of America
The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of February 28, 2021, the operations in the United States of America incurred $257,968 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carry forwards begin to expire in 2040, if unutilized. The Company has provided for a full valuation allowance of $54,173 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.
| F-13 |
| --- |
Labuan
Under the current laws of the Labuan, AsiaFIN Holdings Corp. is governed under the Labuan Business Activity Act, 1990. The tax charge for such company is based on 3% of net audited profit.
HongKong
AsiaFIN Holdings Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income rate of 8.25% to 16.5% on its assessable income.
The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of February 28, 2021 and February 29, 2020:
| Six<br> months ended<br> February 28, 2021<br> (Unaudited) | Six<br> months ended<br> February 29, 2020<br> (Unaudited) | |||||
|---|---|---|---|---|---|---|
| Deferred tax assets: | ||||||
| Net operating loss<br> carry forwards | ||||||
| -United<br> States of America | $ | (54,173 | ) | $ | (17,960 | ) |
| -Labuan | - | - | ||||
| -Hong<br> Kong | - | - | ||||
| $ | (54,173 | ) | $ | (17,960 | ) | |
| Less:<br> valuation allowance | 54,173 | 17,960 | ||||
| Deferred<br> tax assets | $ | - | $ | - |
10.RELATED PARTY TRANSACTIONS
| Six<br> months ended<br> February 28, 2021<br> (Unaudited) | Six<br> months ended<br> February 29, 2020<br> (Unaudited) | ||||
|---|---|---|---|---|---|
| Insite MY Systems Sdn<br> Bhd^1^ | |||||
| -Revenue | $ | (17,000 | ) | $ | - |
| GLS IT Solutions<br> Sdn Bhd^1^ | |||||
| -Revenue | $ | (21,000 | ) | $ | - |
| SEATech Ventures<br> (HK) Limited^2^ | |||||
| -Consultation<br> fee | $ | 167,200 | $ | - |
^1^Mr. Wong, Kai Cheong, our Chief Executive Officer, is the Director of Insite MY Systems Sdn Bhd while Mr. Seah, Kok Wah, our Director, is the Director of GLS IT Solutions Sdn Bhd and SEATech Ventures Corp.
^2^SEATech Ventures (HK) Limited, through its wholly owned subsidiary of SEATech Ventures Corp. is a 13.8% shareholder of the Company.
11.COMMITMENTS AND CONTINGENCIES
As of February 28, 2021, the Company has no commitments or contingencies involved.
| F-14 |
| --- |
12.CONCENTRATIONS OF RISK
The Company is exposed to the following concentration of risk:
(a) Major customers
For the period/year ended February 28, 2021 and August 31, 2020, the customers who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at year/period-end are presented as follows:
| As<br> of<br> February 28,<br><br>2021 | As of<br> <br>August 31,2020 | As<br> of<br> February 28,<br><br>2021 | As of<br> <br>August 31,2020 | As<br> of<br> February 28,<br><br>2021 | As of<br> <br>August 31,2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenues | Percentage<br> of <br> revenues | Accounts<br> receivable | ||||||||||||
| Customer<br> A | $ | 17,000 | $ | 11,000 | 45 | % | 61 | % | $ | - | 11,000 | |||
| Customer<br> B | $ | 21,000 | $ | 7,000 | 55 | % | 39 | % | $ | 6,000 | 7,000 | |||
| $ | 38,000 | $ | 18,000 | 100 | % | 100 | % | $ | 6,000 | 18,000 |
Customer A is Insite MY Systems Sdn Bhd, and Customer B is GLS IT Solutions Sdn Bhd. Both Customer A and Customer B are related parties. Mr. Wong, Kai Cheong, our Chief Executive Officer, is the Director of Insite MY Systems Sdn Bhd while Mr. Seah, Kok Wah, our Director, is the Director of GLS IT Solutions Sdn Bhd. The services provided to the aforementioned customers pertained to providing consulting services relating to market studies of payment processing trends in Asia, and also market studies and advisory pertaining to unattended payment kiosk user preferences in the Southeast Asia market. There were no other contracts with these customers for additional services.
(b) Major vendors
For the period/year ended February 28, 2021 and August 31, 2020, the vendors who accounted for 10% or more of the Company’s purchases and its accounts payable balance at year/period-end are presented as follows:
| As<br> of<br> February 28,<br><br>2021 | As of<br> <br>August 31,2020 | As<br> of<br> February 28,<br><br>2021 | As of<br> <br>August 31,2020 | As<br> of<br> February 28,<br><br>2021 | As of<br> <br>August 31,2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases | Percentage<br> of <br> purchases | Accounts<br> payable | ||||||||||||
| Vendor<br> A | $ | 11,900 | $ | 7,700 | 45 | % | 61 | % | $ | 8,400 | 7,700 | |||
| Vendor<br> B | $ | 14,700 | $ | 4,900 | 55 | % | 39 | % | $ | 14,700 | 4,900 | |||
| $ | 26,600 | $ | 12,600 | 100 | % | 100 | % | $ | 23,100 | 12,600 |
Vendor A provides market research and surveys pertaining to payment process trends in Asia, and Vendor B provides us analytic tools to facilitate market research pertaining to payment kiosks as well as market surveys of the urban areas in which the kiosks are currently located, or may be installed in the future. The vendors are unrelated third parties.
(c) Credit risk
Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its account receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.
| F-15 |
| --- |
(d) Exchange rate risk
The Company cannot guarantee that the current exchange rate will remain stable, therefore there is a possibility that the Company could post the same amount of income for two comparable periods and because of the fluctuating exchange rate actually post higher or lower income depending on exchange rate of RM converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.
13.SIGNIFICANT EVENTS
During the fiscal year, the World Health Organization declared the Coronavirus (COVID-19) outbreak to be a pandemic, which has caused severe global social and economic disruptions and uncertainties, including markets where the Company operates. The Company considers this outbreak as non-adjusting-events. The consequences brought about by Covid-19 continue to evolve and whilst the Company actively monitoring and managing its operations to respond to these changes, the Company does not consider it practicable to provide any quantitative estimate on the potential impact it may have on the Company.
14.SUBSEQUENT EVENTS
The Company has evaluated subsequent events that occurred after February 28, 2021 up through the date of April 28, 2021, the Company issued audited consolidated financial statements in accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. During this period, there was no subsequent event that required recognition or disclosure.
| F-16 |
| --- |
ITEM2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Theinformation contained in this quarter report on Form 10-Q is intended to update the information contained in our Form S-1 AmendmentNo.3, dated March 19, 2021, for the period ended August 31, 2020 and presumes that readers have access to, and will have read,the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other informationcontained in such Form S-1. The following discussion and analysis also should be read together with our consolidated financialstatements and the notes to the consolidated financial statements included elsewhere in this Form 10-Q.
Thefollowing discussion contains certain statements that may be deemed “forward-looking statements” within the meaningof the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including,without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficultto predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You shouldnot put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors describedin our Form S-1 Amendment No.3, dated March 19, 2021, in the section entitled “Risk Factors” for a description ofcertain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assumeno responsibility to update the forward-looking statements contained in this transition report on Form 10-Q. The following shouldalso be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear elsewherein this report.
CompanyOverview
AsiaFIN Holdings Corp, the US Company, operates through its wholly owned subsidiary, AsiaFIN Holdings Corp, a Labuan Company; which operates through its wholly owned subsidiary, AsiaFIN Holdings Limited, a Hong Kong Company; The US, Labuan act solely for holding purposes whereas all current and future operations in Hong Kong are planned to be carried out via AsiaFIN Holdings Limited, the Hong Kong Company. The purpose of the Hong Kong Company is to function as the current regional hub, carrying out the majority of operations of the Company.
All of the previous entities share the same exact business plan with the goal of providing business mentoring services, nurturing and incubation services relating to client businesses and corporate development advisory services to entrepreneurs in the broader technology industry, but with a specific focus on the information and communication technology industry. We will, at least initially, primarily focus our efforts on nurturing ICT entrepreneurs in Asia. Our advisory services will center on our “ICT Start-Up Mentorship Program”, which is designed to assist tech-based entrepreneurs in solving ICT industry pain points caused by technical insufficiencies, inappropriate financial modelling and weak strategic positioning within a competitive environment.
| 3 |
| --- |
Resultsof Operation
Forthe six months ended February 28, 2021
Revenues
For six months ended February 28, 2021, the Company has generated revenue of $38,000. The revenue generated was the result of corporate development advisory service rendered by the Company and also services rendered to client for organizing seminar. The Company hosted the event on behalf of client so that entrepreneurs could link up and create relationships with other entrepreneurs.
Costof Revenue and Gross Margin
For the six months ended February 28, 2021, cost incurred arise in providing corporate development advisory services is $26,600 and generate a gross profit of $11,400 the for the six months ended February 28,2021.
Generaland administrative expenses
For the six months ended February 28, 2021, we had general and administrative expenses in the amount of $175,150, which was primarily comprised of company consultation fee and review fee.
NetLoss
For the six months ended February 28, 2021, the Company has incurred a net loss of $150,774. The loss is mainly derived from the general and administrative expenses.
| 4 |
| --- |
Liquidityand Capital Resources
As of February 28, 2021, we had cash and cash equivalents of $389,048. We had negative operating cash flows due to minimal operating activity, we expect increased levels of operating activities going forward will result in more significant cash outflows.
We depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations. For the six months ended February 28, 2021, we have met these requirements primarily from previous sales of our common stock.
CashUsed In Operating Activities
For the six months ended February 28, 2021, net cash used in operating activities was $125,183, which were the result of our net loss attributable to administration expenses.
CreditFacilities
We do not have any credit facilities or other access to bank credit.
Off-balanceSheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of February 28, 2021.
RecentAccounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| 5 |
| --- |
ITEM3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM4 CONTROLS AND PROCEDURES
Evaluationof Disclosure Controls and Procedures:
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of February 28, 2021. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Investment Officer. Based upon that evaluation, our Chief Executive Officer and Chief Investment Officer concluded that, as of February 28, 2021, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of February 28, 2021, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.
Changesin Internal Control over Financial Reporting:
There were no changes in our internal control over financial reporting during the quarter ended February 28, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 6 |
| --- |
PARTII — OTHER INFORMATION
Item1. Legal Proceedings
We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.
Item1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item3. Defaults Upon Senior Securities
None
Item4. Mine Safety Disclosures
Not applicable.
Item5. Other Information.
None.
| 7 |
| --- |
ITEM6. Exhibits
| Exhibit<br> No. | Description |
|---|---|
| 31.1 | Rule<br> 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* |
| 31.2 | Rule<br> 13(a)-14(a)/15(d)-14(a) Certification of principal investment officer* |
| 32.1 | Section<br> 1350 Certification of principal executive officer * |
| 32.2 | Section<br> 1350 Certification of principal investment officer * |
| 101.INS | XBRL<br> Instance Document* |
| 101.SCH | XBRL<br> Schema Document* |
| 101.CAL | XBRL<br> Calculation Linkbase Document* |
| 101.DEF | XBRL<br> Definition Linkbase Document* |
| 101.LAB | XBRL<br> Label Linkbase Document* |
| 101.PRE | XBRL<br> Presentation Linkbase Document* |
* Filed herewith.
| 8 |
| --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AsiaFIN<br> Holdings Corp | ||
|---|---|---|
| (Name<br> of Registrant) | ||
| Date:<br> April 30, 2021 | ||
| By: | /s/ WONG KAI CHEONG | |
| Title: | Chief<br> Executive Officer,<br><br> <br>President,<br> Director, Secretary and Treasurer | |
| Date:<br> April 30, 2021 | By: | /s/ SEAH KOK WAH |
| --- | --- | --- |
| Title: | Director |
| 9 |
| --- |
EXHIBIT 31.1
CERTIFICATION
I, WONG KAI CHEONG, certify that:
I have reviewed this quarterly report on Form 10-Q of AsiaFIN Holdings Corp Corp (the “Company”) for the quarter ended February 28, 2021;
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a. | Designed 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 |
- 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: April 30, 2021 | By: | /s/ WONG KAI CHEONG |
| --- | --- | --- |
| WONG KAI CHEONG | ||
| Chief Executive Officer,<br><br> <br>President, Director, Secretary, Treasurer |
EXHIBIT 31.2
CERTIFICATION
I, SEAH KOK WAH, certify that:
I have reviewed this quarterly report on Form 10-Q of AsiaFIN Holdings Corp (the “Company”) for the quarter ended February 28, 2021;
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a. | Designed 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 |
- 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: April 30, 2021 | By: | /s/ SEAH KOK WAH |
| --- | --- | --- |
| SEAH KOK WAH | ||
| Director |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF2002
In connection with the Quarterly Report of ASIAFIN HOLDINGS CORP (the “Company”) on Form 10-Q for the quarter ended February 28, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| Date: April 30, 2021 | By: | /s/ WONG KAI CHEONG |
|---|---|---|
| WONG KAI CHEONG | ||
| Chief Executive Officer, | ||
| President, Director, Secretary, Treasurer |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF2002
In connection with the Quarterly Report of ASIAFIN HOLDINGS CORP (the “Company”) on Form 10-Q for the quarter ended February 28, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| Date: April 30, 2021 | By: | /s/ SEAH KOK WAH |
|---|---|---|
| SEAH KOK WAH | ||
| Director |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.