UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q10-Q/A
(Amendment No. 1)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
For Thethe Quarterly Period Ended September 30, 2022March 31, 2023
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
For the transition period from _____________________ to _____________________
Commission File Number 000-56421
ASIAFIN HOLDINGS CORPCORP..
(Exact name of registrant issuer as specified in its charter)
| Nevada | 7389 | 37-1950147 | ||
(State or other jurisdiction of incorporation or organization) | ( Classification Number) | (IRS Employer Identification |
Suite 30.02, 30th Floor, Menara KH (Promet),
Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia.
(Address of principal executive offices, including zip code)
+(60)32148 7170
(Registrant’s phonetelephone number, including area code +60321487170code)
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.
YESYes ☒ NONo ☐
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 ☐ NOYes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☐ Smaller reporting company ☒
Emerging growth company ☒
| Large Accelerated Filer ☐ | Accelerated Filer ☐ | Non-accelerated Filer ☒ | Smaller reporting company ☒ |
| Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has fledfiled 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 ☒N/A
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name on each exchange on which registered | ||
| N/A | N/A | N/A |
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 | |
| Common Stock, |
TABLE OF CONTENTS
PART I — FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
ASIAFIN HOLDINGS CORP.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ASIAFIN HOLDINGS CORP.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2022 (UNAUDITED)MARCH 31, 2023 AND DECEMBER 31, 20212022 (audited)
(Currency expressed in United States Dollars (“US$”), except for number of shares)shares or otherwise stated)
| As of | As of | |||||||
September 30, 2022 | December 31, 2021 | |||||||
| Unaudited | Audited | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Deposit and other receivables | $ | 3,000 | $ | 1,249 | ||||
| Cash and cash equivalents | 916,874 | 980,681 | ||||||
| Total Current Assets | $ | 919,874 | $ | 981,930 | ||||
| TOTAL ASSETS | 919,874 | 981,930 | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | - | 4,200 | ||||||
| Other payables and accrued liabilities | 5,800 | 9,000 | ||||||
| Income tax payable | 896 | - | ||||||
| Total Current Liabilities | $ | 6,696 | $ | 13,200 | ||||
| TOTAL LIABILITIES | $ | 6,696 | $ | 13,200 | ||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock, $ par value; shares authorized; issued and outstanding | - | - | ||||||
| Common Shares, par value $; shares authorized, shares issued and outstanding as of September 30, 2022 and December 31, 2021 | $ | 7,332 | $ | 7,332 | ||||
| Additional paid in capital | 1,413,268 | 1,413,268 | ||||||
| Accumulated deficit | (507,422 | ) | (451,870 | ) | ||||
| TOTAL STOCKHOLDERS’ EQUITY | $ | 913,178 | $ | 968,730 | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 919,874 | $ | 981,930 | ||||
| As of March 31, 2023 | As of December 31, 2022 | |||||||
| Unaudited | Audited | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 1,647,733 | $ | 874,690 | ||||
| Trade receivables, net | 463,761 | - | ||||||
| Prepayment, deposits and other receivables | 90,406 | 3,000 | ||||||
| Tax assets | 549,319 | - | ||||||
| Total current assets | $ | 2,751,219 | $ | 877,690 | ||||
| Non-current Assets | ||||||||
| Right-of-use assets, net | $ | 111,752 | $ | - | ||||
| Property, plant and equipment, net | 572,176 | - | ||||||
| Deferred income tax assets | 869 | - | ||||||
| Investment in associates | 8,616 | - | ||||||
| Total non-current assets | $ | 693,413 | $ | - | ||||
| TOTAL ASSETS | $ | 3,444,632 | $ | 877,690 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Other payables and accrued liabilities | $ | 809,959 | $ | 17,805 | ||||
| Trade payable | 65,197 | 3,357 | ||||||
| Income tax payable | 206,643 | - | ||||||
| Amount due to director | 265,441 | - | ||||||
| Amount due to related parties | 1,495 | - | ||||||
| Hire purchase – current portion | 11,650 | - | ||||||
| Lease liability – current portion | 81,687 | - | ||||||
| Total current liabilities | $ | 1,442,072 | $ | 21,162 | ||||
| Non-current liabilities | ||||||||
| Hire purchase – non-current portion | $ | 1,981 | $ | - | ||||
| Lease liability – non-current portion | 30,065 | - | ||||||
| Deferred tax liabilities | 9,250 | - | ||||||
| Total non-current liabilities | $ | 41,296 | $ | - | ||||
| TOTAL LIABILITIES | $ | 1,483,368 | $ | 21,162 | ||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred shares, $ par value; shares authorized; issued and outstanding | $ | - | $ | - | ||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding as of March 31, 2023 and December 31, 2022 | 8,155 | 7,332 | ||||||
| Additional paid-in capital | 10,467,687 | 1,413,268 | ||||||
| Accumulated other comprehensive loss | (264,705 | ) | - | |||||
| Accumulated deficit | (8,249,873 | ) | (564,072 | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIT | $ | 1,961,264 | $ | 856,528 | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 3,444,632 | $ | 877,690 | ||||
See accompanying notes to unaudited condensed consolidated financial statements.
| F-1 |
ASIAFIN HOLDINGS CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
Three months ended March 31, 2023 | Three months ended March 31, 2022 | |||||||
| REVENUE | 474,802 | $ | - | |||||
| COST OF REVENUE | (53,662 | ) | - | |||||
| GROSS PROFIT | 421,140 | $ | - | |||||
| SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | (755,776 | ) | $ | (6,123 | ) | |||
| LOSS BEFORE INCOME TAX | (334,636 | ) | $ | (6,123 | ) | |||
| INCOME TAX PROVISION | - | (241 | ) | |||||
| NET LOSS | (334,636 | ) | $ | (6,364 | ) | |||
| Other comprehensive income: | ||||||||
| - Foreign currency translation loss | (4,653 | ) | - | |||||
| TOTAL COMPREHENSIVE LOSS | (339,289 | ) | $ | (6,364 | ) | |||
| NET LOSS PER SHARE, BASIC AND DILUTED | (0.00 | ) | (0.00 | ) | ||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 76,612,615 | $ | 73,319,800 | |||||
See accompanying notes to unaudited condensed consolidated financial statements.
| F-2 |
ASIAFIN HOLDINGS CORP.CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTSSTATEMENT OF OPERATIONS AND COMPREHENSIVE LOSSES SHAREHOLDERS’ EQUITY
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30,MARCH 31, 2023 AND 2022 AND 2021 (UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of sharesshares or otherwise stated)
2022 (Unaudited) | 2021 (Unaudited) | 2022 (Unaudited) | 2021 (Unaudited) | |||||||||||||
Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||
2022 (Unaudited) | 2021 (Unaudited) | 2022 (Unaudited) | 2021 (Unaudited) | |||||||||||||
| REVENUE | $ | - | $ | - | $ | - | $ | - | ||||||||
| COST OF REVENUE | $ | - | $ | - | $ | - | $ | - | ||||||||
| GROSS PROFIT | $ | - | $ | - | $ | - | $ | - | ||||||||
| OTHER INCOME | $ | 2,646 | $ | 2,166 | $ | 9,161 | $ | 49 | ||||||||
| SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | $ | (12,629 | ) | $ | (32,661 | ) | $ | (63,576 | ) | $ | (338,976 | ) | ||||
| LOSS BEFORE INCOME TAX | $ | (9,983 | ) | $ | (30,495 | ) | $ | (54,415 | ) | $ | (338,927 | ) | ||||
| INCOME TAX PROVISION | $ | (896 | ) | $ | 643 | $ | (1,137 | ) | $ | 643 | ||||||
| NET LOSS | $ | (10,879 | ) | $ | (29,852 | ) | $ | (55,552 | ) | $ | (338,284 | ) | ||||
| OTHER COMPREHENSIVE LOSS | $ | - | $ | - | $ | - | $ | - | ||||||||
| TOTAL COMPREHENSIVE LOSS | $ | (10,879 | ) | $ | (29,852 | ) | $ | (55,552 | ) | $ | (338,284 | ) | ||||
| Net loss per share, basic and diluted: | $ | - | $ | - | $ | - | $ | - | ||||||||
| Weighted average number of common shares outstanding – Basic and diluted | 73,319,800 | 73,224,280 | 73,319,800 | 73,224,280 | ||||||||||||
NUMBER OF SHARES | AMOUNT | ADDITIONAL PAID-IN CAPITAL | ACCUMULATED DEFICIT | ACCUMULATED COMPREHENSIVE LOSS | TOTAL STOCKHOLDERS’ EQUITY | |||||||||||||||||||
| COMMON STOCK | ||||||||||||||||||||||||
NUMBER OF SHARES | AMOUNT | ADDITIONAL PAID-IN CAPITAL | ACCUMULATED DEFICIT | ACCUMULATED COMPREHENSIVE LOSS | TOTAL STOCKHOLDERS’ EQUITY | |||||||||||||||||||
| Balance as of December 31, 2021 | 73,319,800 | $ | 7,332 | $ | 1,413,268 | $ | (451,870 | ) | $ | - | $ | 968,730 | ||||||||||||
| Net loss for the period | - | - | - | (6,364 | ) | - | (6,364 | ) | ||||||||||||||||
| Balance as of March 31, 2022 | 73,319,800 | $ | 7,332 | $ | 1,413,268 | $ | (458,234 | ) | $ | - | $ | 962,366 | ||||||||||||
| COMMON STOCK | ||||||||||||||||||||||||
NUMBER OF SHARES | AMOUNT | ADDITIONAL PAID-IN CAPITAL | ACCUMULATED DEFICIT | ACCUMULATED COMPREHENSIVE LOSS | TOTAL STOCKHOLDERS’ EQUITY | |||||||||||||||||||
| Balance as of December 31, 2022 | 73,319,800 | $ | 7,332 | $ | 1,413,268 | $ | (564,072 | ) | $ | - | $ | 856,528 | ||||||||||||
| Issuance of share for acquisition of StarFIN Holdings Limited on February 23, 2023 | 823 | 9,054,419 | (7,351,165 | ) | (260,052 | ) | 1,444,025 | |||||||||||||||||
| Net loss for the period | - | - | - | (334,636 | ) | - | (334,636 | ) | ||||||||||||||||
| Foreign currency translation | - | - | - | - | (4,653 | ) | (4,653 | ) | ||||||||||||||||
| Balance as of March 31, 2023 | 81,551,838 | $ | 8,155 | $ | 10,467,687 | $ | (8,249,873 | ) | $ | (264,705 | ) | $ | 1,961,264 | |||||||||||
See accompanying notes to unaudited condensed consolidated financial statements
| F-3 |
ASIAFIN HOLDINGS CORP.CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTSSTATEMENT OF CHANGES IN EQUITYCASH FLOWS
FOR THE NINETHREE MONTHS ENDED SEPTEMBER 30,MARCH 31, 2023 AND 2022 AND 2021(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)shares or otherwise stated)
Nine Months Ended September 30, 2022 (Unaudited)
Three Months Ended March 31, 2023 | Three Months March 31, 2022 | |||||||
Three Months Ended March 31, 2023 | Three Months March 31, 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (334,636 | ) | $ | (6,364 | ) | ||
| Adjustments to reconcile net profit to net cash used in operating activities: | ||||||||
| Depreciation and amortisation | 44,985 | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Account payable | 40,862 | (4,200 | ) | |||||
| Account receivable | 210,521 | - | ||||||
| Prepayment, deposits and other receivables | 114,166 | - | ||||||
| Other payables and accrued liabilities | 287,725 | (6,200 | ) | |||||
| Deferred revenue | 161,643 | - | ||||||
| Tax assets | (12,811 | ) | - | |||||
| Change in lease liability | (22,588 | ) | - | |||||
| Net cash provided by/(used in) operating activities | $ | 489,867 | $ | (16,764 | ) | |||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property, plant and equipment | (11,395 | ) | - | |||||
| Net cash used in investing activities | $ | (11,395 | ) | $ | - | |||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Advance to director | (17,077 | ) | - | |||||
| Repayment of hire purchase | (2,866 | ) | - | |||||
| Advances to related companies | (177 | ) | - | |||||
| Dividend paid | (387,076 | ) | - | |||||
| Net cash used in financing activities | $ | (407,196 | ) | $ | - | |||
| Effect of exchange rate changes on cash and cash equivalents | $ | (3,713 | ) | $ | - | |||
| Net increase in cash and cash equivalents | $ | 67,563 | $ | (16,764 | ) | |||
| Cash and cash equivalents, beginning of year | 1,580,170 | 980,681 | ||||||
| CASH AND CASH EQUIVALENTS, END OF YEAR | $ | 1,647,733 | $ | 963,917 | ||||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||||
| Cash paid for income taxes | $ | 21,972 | $ | 241 | ||||
| Cash paid for interest paid | $ | - | $ | - | ||||
Number of shares | Amount | Additional Paid-In Capital | Accumulated Deficit | Total Equity | ||||||||||||||||
| Balance as of December 31, 2021 | 73,319,800 | $ | 7,332 | $ | 1,413,268 | $ | (451,870 | ) | $ | 968,730 | ||||||||||
| Net loss for the period | - | - | - | (55,552 | ) | (55,552 | ) | |||||||||||||
| Balance as of September 30, 2022 | 73,319,800 | $ | 7,332 | $ | 1,413,268 | $ | (507,422 | ) | $ | 913,178 | ||||||||||
Nine Months Ended September 30, 2021 (Unaudited)
| Number of shares | Amount | Additional Paid-In Capital | Accumulated Deficit | Total Equity | ||||||||||||||||
| Balance as of December 31, 2020 | 72,482,500 | $ | 7,248 | $ | 576,052 | $ | (74,357 | ) | $ | 508,943 | ||||||||||
| Beginning balance, value | 72,482,500 | $ | 7,248 | $ | 576,052 | $ | (74,357 | ) | $ | 508,943 | ||||||||||
| Shares issued in Initial public offering completed on 30 September 2021 at $ per share | 837,300 | 84 | 837,216 | - | 837,300 | |||||||||||||||
| Net loss for the period | (338,284 | ) | (338,284 | ) | ||||||||||||||||
| Balance as of September 30, 2021 | 73,319,800 | 7,332 | 1,413,268 | (412,641 | ) | 1,007,959 | ||||||||||||||
| Ending balance, value | 73,319,800 | 7,332 | 1,413,268 | (412,641 | ) | 1,007,959 | ||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| F-4 |
ASIAFIN HOLDINGS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THENINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
| 2022 | 2021 | |||||||
Nine months ended September 30 | ||||||||
| 2022 | 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (55,552 | ) | $ | (338,284 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Accounts receivable | - | 15,219 | ||||||
| Other receivables | (1,751 | ) | - | |||||
| Accounts payable | (4,200 | ) | (18,900 | ) | ||||
| Other payables and accrued liabilities | (3,200 | ) | (3,336 | ) | ||||
| Income tax payable | 896 | - | ||||||
| Net cash used in operating activities | (63,807 | ) | (345,301 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITY | ||||||||
| Proceeds from issuance of shares in IPO/ Unallotted Shares | - | 837,300 | ||||||
| Net cash Generated from financing activity | - | 837,300 | ||||||
| Net (decrease)/increase in cash and cash equivalents | (63,807 | ) | 491,999 | |||||
| Cash and cash equivalents, beginning of period | 980,681 | 521,060 | ||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 916,874 | $ | 1,013,059 | ||||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||||
| Income taxes paid | $ | 241 | $ | 643 | ||||
| Interest paid | $ | - | $ | - | ||||
See accompanying notes to condensed consolidated financial statements.
ASIAFIN HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINETHREE MONTHS ENDED SEPTEMBER 30,MARCH 31, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)shares or otherwise stated)
1. DESCRIPTION OFORGANIZATION AND BUSINESS AND ORGANIZATIONBACKGROUND
AsiaFIN Holdings Corp., a Nevada corporation (“the Company”) was incorporated under the laws of the Statejurisdiction of Nevada on June 14, 2019.
On June 14, 2019, Mr. Wong Kai Cheong was appointed Chief Executive Officer, President, Secretary, Treasurer and Director.
On September 18, 2020, Mr. Seah Kok Wah was appointed Director of the Company.
On December 18, 2019, we, “the Company” acquired 100% of the equity interests of AsiaFIN Holdings Corp. (herein referred to as the “Malaysia Company”), a private limited company incorporated in Labuan, Malaysia. In consideration of the equity interests of AsiaFIN Holdings Corp. our Chief Executive Officer, Mr. Wong was compensated $1 USD .
On December 23, 2019, AsiaFIN Holdings Corp., Malaysia The Company, acquired AsiaFIN Holdings Limited (herein referred to as the “Hong Kong Company”), a private limited company incorporated in Hong Kong. In consideration of the equity interests of AsiaFIN Holdings Limited our Chief Executive Officer, Mr. Wong was compensated $1 HKD .
through its wholly owned subsidiaries, provides information technology services. Details of the Company’s subsidiary:subsidiaries and associate:
SCHEDULE OF SUBSIDIARIES
| No. | Subsidiary Company Name | Domicile and Date of Incorporation | Particulars of Issued Capital | Principal Activities | ||||
| 1 | AsiaFIN Holdings Corp. | Labuan at July 15, 2019 | shares of common stock | Investment holding company | ||||
| 2 | AsiaFIN Holdings Limited | Hong Kong at July 5, 2019 | shares of common stock | Investment holding company | ||||
| 3 | StarFIN Holdings Limited | British Virgin Island at August 19, 2021 | shares of common stock | Investment holding company | ||||
| 4 | StarFIN Asia Sdn Bhd | Malaysia at May 24, 2018 | shares of common stock | Investment holding company | ||||
| 5 | OrangeFIN Academy Sdn Bhd | Malaysia at February 2, 2000 | shares of common stock | Provision of business system integration and management services | ||||
| ` | ||||||||
| 6 | Insite MY Systems Sdn Bhd | Malaysia at January 18, 2000 | shares of common stock | Provision of information technology services | ||||
| 7 | Insite MY Innovations Sdn Bhd | Malaysia at January 18, 2010 | shares of common stock | Provision of information technology services | ||||
| 8 | OrangeFIN Asia Sdn Bhd | Malaysia at January 25, 2018 | shares of common stock | Provision of computer programming activities and services |
| Company name | Place and date of incorporation | Particulars of issued capital | Principal activities | Proportional of ownership interest and voting power held | ||||||||
| 1. | AsiaFIN Holdings Corp. | Labuan/ July 15, 2019 | ordinary share of US$ each | Investment holding and consulting services pertaining to market studies and financial solutions. | 100 | % | ||||||
| 2. | AsiaFIN Holdings Limited | Hong Kong/ July 5, 2019 | ordinary share of HKD$ each | Consultancy services on market studies and financial solutions. | 100 | % | ||||||
| No. | Associate Company Name | Domicile and Date of Incorporation | Particulars of Issued Capital | Principal Activities | ||||
| 1 | Murni StarFIN Sdn Bhd | Malaysia at September 9, 2022 | shares of common stock | Provision of information technology services |
Mr. Wong Kai Cheong is the common director of all of aforementioned companies.
ASIAFIN HOLDINGS CORP.2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBasis of Presentation
BasisThese accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of presentationAmerica (“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. Below is the organization chart of the Group.
The accompanying unaudited condensed consolidated financial statements as of and for AsiaFIN Holdings Corp. and its subsidiaries forthe three and nine months ended September 30,March 31, 2023 and 2022 have been prepared pursuant to the rules and September 30, 2021 areregulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements 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 adoptedcondensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The Condensed Consolidated Balance Sheet information as its fiscalof December 31, 2022 was derived from the Company’s audited Consolidated Financial Statements as of and for the year end.
Basis of consolidationended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 16, 2023. These financial statements should be read in conjunction with that report.
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries inand 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 noncontrolling 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 uponin consolidation.
Use of estimatesEstimates
Management uses estimates and assumptions inIn preparing these financial statements, in accordance with US GAAP. Thosemanagement makes estimates and assumptions that affect the reported amounts of assets and liabilities the disclosure of contingent assets and liabilities in the balance sheets and the reported revenuerevenues and expenses during the periodsyears reported. Actual results may differ from these estimates.
| F-6 |
Cash and cash equivalentsCash Equivalents
Cash and cash equivalents represent cash on hand, demand deposits placed with banks or other financial institutions and allThe Company considers short-term, highly liquid investments with an original maturity of two months90 days or less as of the purchase date of such investments.to be cash equivalents.
Our deposit in Malaysia banks are secured by Perbadanan Insurans Deposit Malaysia, compensating up to a limit of Malaysia Ringgit MYR250,000 per deposit per member bank, which is equivalent to $Leases Commitment56,923, if any of our bank fail.
Effective July 1, 2022, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The implementation of ASC 842 did not have a material impact on the Company’s consolidated financial statements and did not have a significant impact on our liquidity or on our compliance with our financial covenants associated with our liabilities. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. As of adoption of ASC 842 and as of July 1, 2022, the adoption did not have an impact on the Company’s financial statements as the Company did not commitment any lease that are over twelve months at time of adoption.
ASIAFIN HOLDINGS CORP.Property, Plant and Equipment
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
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 | over the remaining lease period | |
| Computer Systems | 4 to 5 years | |
| Furniture and Fittings | 10 years | |
| Electrical Fittings | 10 years | |
| Handphone | 5 years | |
| Office Equipment | 10 years | |
| Motor Vehicle | 5 years | |
| Property | 50 years |
Income taxesRevenue 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.
Cost of revenue
Cost of revenue includes direct costs associated with provision of incomeservices such as development costs, purchases of third-party software, maintenance fees and consultation fees.
Income tax expense
Income taxes isare 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 periodsyears 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 disclosedisclosed 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 nine months ended September 30, 2022, the Company incurred a net loss of $55,552 and negative operating cash flow of $63,807. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its major shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stock holders, in the case of equity financing.
ASIAFIN HOLDINGS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022
(Currency expressedThe Company conducts major businesses in United States Dollars (“US$”), except for numberMalaysia and is subject to tax in their own jurisdictions. As a result of shares)
(UNAUDITED)its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.
Net loss per share
The Company calculates net loss per share in accordance with ASC Topic 260 “Earnings per share”. Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
Foreign currencies translation
The reporting currency of the Company and its subsidiaries in Labuan and Hong Kong is United States Dollars (“US$”) which being the primary currency of the economic environment in which these entities operate.
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations and comprehensive income (loss).
The functional currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company’s subsidiary maintains its books and record in Malaysia Ringgits (“MYR”), United States Dollars (“US$”) and Hong Kong Dollars (“HK$”), which is the respective functional currency as being the primary currency of the economic environment in which the entity operates.
In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, 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 operations.foreign subsidiary are recorded as a separate component of accumulated other comprehensive income.
Translation of amounts from RM into US$1 and HK$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
As of and for the Nine Months ended September 30, 2022 | As of and for the Six Months ended June 30, 2021 | |||||||
| Period-end RM : US$1 exchange rate | 4.53 | 4.15 | ||||||
| Period-average RM : US$1 exchange rate | 4.35 | 4.10 | ||||||
| Period-end HK$: US$1 exchange rate | 7.85 | 7.77 | ||||||
| Period-average HK$ : US$1 exchange rate | 7.84 | 7.76 | ||||||
For the period three months ended March 31 | ||||||||
| 2023 | 2022 | |||||||
| Period-end MYR : US$1 exchange rate | 4.42 | 4.20 | ||||||
| Period-average MYR : US$1 exchange rate | 4.39 | 4.20 | ||||||
| Period-end HK$ : US$1 exchange rate | 7.75 | 7.83 | ||||||
| Period-average HK$ : US$1 exchange rate | 7.75 | 7.81 | ||||||
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
ASIAFIN HOLDINGS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022
(Currency expressed in United States Dollars (“US$”), 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,trade receivable, deposits accounts payable and accrued liabilitiesother receivables, amount due to related parties 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
| F-8 |
Level 3: 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
Recent accounting pronouncementsAs of March 31, 2023, the Company did not have any nonfinancial 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.
Recently Adopted Accounting Standards Updates relating to
In June 2016, the treatment and recording of certain accounting transactions. On June 10, 2014, the Financial Accounting Standards BoardFASB issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915) Elimination of Certain Financial Reporting Requirements, including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the concept of a development stage entity (DSE) entirely from current accounting guidance. The Company has elected adoption of this standard, which eliminates the designation of DSEs and the requirement to disclose results of operations and cash flows since inception.
In May 2019, the FASB issued ASU 2019-05, which is an update to ASUThe amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. In November 2019, the FASB issued ASU No. 2019-10 which to updatehighlighted the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certainadoption timeline. For smaller reporting companies applyingentities, Topic 326 is effective for credit losses, leases, and hedging standard. The new effective date for these preparers is for fiscal yearsannual periods beginning after December 15, 2022. ASU 2019-052022, including interim periods within those fiscal years, of which is effective for the Company for annual and interim reporting periods beginningon January 1, 2023 as2023.
Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecasts. Based on the Companyaging categorization and the adjusted loss rate per category, an allowance for credit losses is qualified as a smaller reporting company. The Company is currently evaluatingcalculated by multiplying the impact ASU 2019-05 may have on its consolidated financial statements.adjusted loss rate with the amortized cost in the respective age category.
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do 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.
The Company reviews new accounting standards as issued. Management has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption ofidentified any such pronouncements may be expected to causeother new standards that it believes will have a materialsignificant impact on the Company’s financial statements.
| F-9 |
3. BUSINESS COMBINATIONS
On January 23, 2023, the Company acquired 100% equity interest in StarFIN Holdings Limited and its financial condition orsubsidiaries which offers a range of system solutions services naming from Payment Processing, Robotic Process Automation (RPA), and Regulatory Technology (RegTech) services through its wholly owned subsidiaries, which are StarFIN Asia Sdn Bhd., OrangeFIN Asia Sdn. Bhd., OrangeFIN Academy Sdn. Bhd., Insite MY Innovations Sdn. Bhd., and Insite MY Systems Sdn. Bhd.
The acquisition of SFHL has been accounted for under the resultspurchase method of its operations.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.
4. TRADE RECEIVABLE
SCHEDULE OF TRADE RECEIVABLE
As of March 31, 2023 | As of December 31, 2022 | |||||||
| Trade receivable, gross | $ | 528,679 | $ | - | ||||
| Allowance for expected credit loss | (64,918 | ) | - | |||||
| Trade receivable, net | $ | 463,761 | $ | - | ||||
5. PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES
SCHEDULE OF PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES
As of March 31, 2023 | As of December 31, 2022 | |||||||
| Rental deposits | $ | 26,940 | $ | - | ||||
| Prepaid expenses | 58,897 | - | ||||||
| Other receivables | 264 | 3,000 | ||||||
| Other deposits | 4,305 | - | ||||||
| Unbilled revenue | - | - | ||||||
| Total | $ | 90,406 | $ | 3,000 | ||||
The rental deposits represent the deposit of the tenancy agreements.
Prepaid expenses include website domain, third party software maintenance and subscription, rental, employee and motor vehicle insurance.
Other receivables include deposits payment made for utility purposes, car park for director and employees.
Other deposits primarily consist of deposit made for security deposit for renovation.
6. PROPERTY, PLANT AND EQUIPMENT, NET
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT
As of March 31, 2023 | As of December 31, 2022 | |||||||
| Computer systems | $ | 259,585 | $ | - | ||||
| Furniture and fittings | 82,555 | - | ||||||
| Electrical fittings | 9,889 | - | ||||||
| Handphone | 49,414 | - | ||||||
| Office equipment | 92,863 | - | ||||||
| Renovation | 82,381 | - | ||||||
| Motor vehicle | 378,440 | - | ||||||
| Property | 418,278 | - | ||||||
| Total property, plant and equipment | $ | 1,373,405 | $ | - | ||||
| Less: Accumulated depreciation | (801,229 | ) | - | |||||
| Total property, plant and equipment, net | $ | 572,176 | $ | - | ||||
SCHEDULE OF INVESTMENT IN PROPERTY AND PLANT
| For three months ended March 31, 2023 | For the year ended December 31, 2022 | |||||||
| Investment in computer systems | $ | 8,538 | $ | - | ||||
| Investment in furniture and fittings | - | - | ||||||
| Investment in handphone | - | - | ||||||
| Investment in office equipment | 2,494 | - | ||||||
| Investment in renovation | 363 | - | ||||||
| Investment in property | - | - | ||||||
| Total investment in property and plant | $ | 11,395 | $ | - | ||||
| ||||||||
| Depreciation for the period | 22,396 | $ | - | |||||
For the year ended December 31, 2022, the Company acquired a property amounted $420,225 financed through loan from director which is unsecured, non-interest bearing and payable on demand and cash in hand.
| F-10 |
ASIAFIN HOLDINGS CORP7. OTHER PAYABLES AND ACCRUED LIABILITIES
NOTES TO CONDENSED FINANCIAL STATEMENTSSCHEDULE OF ACCRUED EXPENSES AND OTHER PAYABLES
As of March 31, 2023 | As of December 31, 2022 | |||||||
| Accrued expenses | $ | 311,097 | $ | 17,805 | ||||
| Other payable | 80,149 | - | ||||||
| Receipt in advance | 418,713 | - | ||||||
| Total | $ | 809,959 | $ | 17,805 | ||||
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022Accrued expenses consist of outstanding audit fee, employee claims and salary, service tax and miscellaneous expenses.
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)Other payable includes primarily service tax payable.
Receipt in advance consist of monies received from customer but have yet to satisfied performance obligation.
3.8. COMMON STOCKAMOUNT DUE TO DIRECTOR
BetweenAs of March 31, 2023, the period April 27, 2021company had an outstanding amount due to September 30, 2021,director amounted $265,441, mainly consist of a loan from Mr. Wong Kai Cheng for the Company issued sharesacquisition of common stock at a price of $ per share through the Initial Public Offering (IPO) to 37 non-US residents.property.
As of September 30, 2022, AsiaFIN Holdings Corp. has an issuedAforementioned amount is unsecured, non-interest bearing and outstanding common share of .payable on demand.
4.9. CASH AND CASH EQUIVALENTSAMOUNT DUE TO A RELATED PARTIES
As of September 30, 2022,March 31, 2023, the Company recorded cashhas an outstanding amount due to a number of related companies with common director and cash equivalents ofshareholder pertaining to miscellaneous expenses made by these related parties on behalf in aggregate amounted $916,8741,495 which consists of cash on hand and bank balances. .
AsAforementioned amount is unsecured, non-interest bearing and payable on demand.
For the three months ended March 31, 2023, the Company has paid $24,202 to Ms. Tan Siew Meng, spouse of December 31,our Chief Executive Officer, Mr. Wong Kai Cheong pertaining to leasing of office space.
10. HIRE PURCHASE
On April 30, 2021, the Company recordedthrough subsidiary acquired a motor vehicle amounted $69,148 financed by $36,006 hire purchase loan for 36 months at a fixed flat rate of 1.88% per annum with first installment commencing June 5, 2021 and monthly installment amounted approximately $1,063. Remaining balance finance through cash and cash equivalents of $980,681 which consists of cash on hand and bank balances.in hand.
For the three months ended March 31, 2023, the Company repaid $2,866 in hire purchase loan with an outstanding $13,631 as of March 31, 2023.
Maturities of the loan for each of the two years and thereafter are as follows:
SCHEDULE OF MATURITIES OF THE LOAN
| Year ending December 31 | ||||
| 2023 | $ | 8,699 | ||
| 2024 | $ | 4,932 | ||
| Total | $ | 13,631 |
| F-11 |
ASIAFIN HOLDINGS CORP11. 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, 2020 | $ | 152,685 | ||
| Amortization for the year ended December 31, 2021 | (87,327 | ) | ||
| Balance as of December 31, 2021 | $ | 65,358 | ||
| Recognition of new lease | 163,956 | |||
| Amortization for the year ended December 31, 2022 | (90,886 | ) | ||
| Adjustment for foreign currency translation difference | (3,621 | ) | ||
| Balance as of December 31, 2022 | $ | 134,807 | ||
| Amortization for the three months ended March 31, 2023 | (22,588 | ) | ||
| Adjustment for foreign currency translation difference | (467 | ) | ||
| Balance as of March 31, 2023 | $ | 111,752 | ||
| Lease Liability | ||||
| Balance as of December 31, 2020 | $ | 152,685 | ||
| Imputed interest for the year ended December 31, 2021 | 5,369 | |||
| Gross repayment for the year ended December 31, 2021 | (92,696 | ) | ||
| Balance as of December 31, 2021 | $ | 65,358 | ||
| Recognition of new lease | 163,956 | |||
| Imputed interest for the year ended December 31, 2022 | 4,212 | |||
| Gross repayment for the year ended December 31, 2022 | (95,098 | ) | ||
| Adjustment for foreign currency translation difference | (3,621 | ) | ||
| Balance as of December 31, 2022 | $ | 134,807 | ||
| Imputed interest for three months ended March 31, 2023 | 1,614 | |||
| Gross repayment for three months ended March 31, 2023 | (24,202 | ) | ||
| Adjustment for foreign currency translation difference | (467 | ) | ||
| Balance as of March 31, 2023 | 111,752 | |||
| Lease liability current portion | 81,687 | |||
| Lease liability non-current portion | $ | 30,065 |
Other information:
SCHEDULE OF OTHER INFORMATION
| Three months ended March 31, 2023 | Three months ended March 31, 2022 | |||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flow to operating lease | $ | 24,202 | $ | - | ||||
| Right-of-use assets obtained in exchange for operating lease liabilities | - | - | ||||||
| Remaining lease term for operating lease (years) | 1.35 | - | ||||||
| Weighted average discount rate for operating lease | 5.40 | % | - | % | ||||
NOTES TO CONDENSED FINANCIAL STATEMENTS12. CONCENTRATION OF RISK
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022
| (a) | Major Customers |
(Currency expressed in United States Dollars (“US$”)For the three months ended March 31, 2023, the Company generated total revenue of $474,802, exceptof which four customers accounted for numbermore than 10% of shares)
(UNAUDITED)the Company’s total revenue. For the three months ended March 31, 2022, the Company does not generate any revenue and hence there was no customer accounted for more than 10% of the Company’s revenue. The customers who accounted for more than 10% of the Company’s total revenue and its outstanding receivable balance at period-end is presented below:
5. DEPOSIT AND OTHER RECEIVABLESSCHEDULE OF CONCENTRATION OF RISK
| For the three months ended March 31 | ||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Revenue | Percentage of Revenue | Accounts receivable, gross | ||||||||||||||||||||||
| Customer A | $ | 97,543 | $ | - | 21 | % | - | % | $ | - | $ | - | ||||||||||||
| Customer B | 78,464 | - | 17 | % | - | % | 207,487 | - | ||||||||||||||||
| Customer C | 72,861 | - | 15 | % | - | % | - | - | ||||||||||||||||
| Customer D | 54,145 | - | 11 | % | - | % | 56,991 | - | ||||||||||||||||
| Others | 171,789 | - | 36 | % | - | % | 264,201 | - | ||||||||||||||||
| Total | $ | 474,802 | $ | - | 100 | % | - | % | $ | 528,679 | $ | - | ||||||||||||
| (b) | Major Suppliers |
For the three months ended March 31, 2023, the Company incurred cost of revenue of $53,662, of which four suppliers accounted for more than 10% of the Company’s cost of revenue. For the three months ended March 31, 2022, the Company does not incur any cost of revenue and hence there was no supplier accounted for more than 10% of the Company’s cost of revenue. The suppliers who accounted for more than 10% of the Company’s cost of revenue and its outstanding payable balance at period-end is presented below:
Deposit and Other receivables consisted of the following as of September 30, 2022 and December 31, 2021.
SCHEDULE OF OTHER RECEIVABLESCONCENTRATION OF RISK
As of September 30, (Unaudited) | As of December 31, 2021 (Audited) | |||||||
| Deposit and other receivables | $ | 3,000 | $ | 1,249 | ||||
| Total Deposit and other receivables | $ | 3,000 | $ | 1,249 | ||||
| For the three months ended March 31 | ||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Cost of revenue | Percentage of Cost of revenue | Accounts payable, trade | ||||||||||||||||||||||
| Supplier A | $ | 23,877 | $ | - | % | - | % | $ | 20,199 | $ | - | |||||||||||||
| Supplier B | 13,422 | - | % | - | % | 40,715 | - | |||||||||||||||||
| Supplier C | 7,286 | - | % | - | % | - | - | |||||||||||||||||
| Supplier D | 6,831 | - | % | - | % | - | - | |||||||||||||||||
| Others | 2,246 | - | % | - | % | 4,283 | - | |||||||||||||||||
| Total | $ | 53,662 | $ | - | 100 | % | - | % | $ | 65,197 | $ | - | ||||||||||||
AsOur Chief Executive Officer, Mr. Wong Kai Cheong is a majority shareholder of September 30, 2022, there are increase of $3,000 deposit for rental and there are decrease amounts of $1,249 on other receivables which are related party transactions and outstanding balances.Supplier A.
As of December 31, 2022, the other receivables consist of amount owing by a related party which was settled in 2022.
6. ACCOUNTS PAYABLE
Accounts payable consisted of the following as of September 30, 2022 and December 31, 2021.
SCHEDULE OF ACCOUNTS PAYABLE
As of September 30, (Unaudited) | As of December 31, 2021 (Audited) | |||||||
| Accounts payable | $ | - | $ | 4,200 | ||||
| Total Accounts payable | $ | - | $ | 4,200 | ||||
7. OTHER PAYABLES AND ACCRUED LIABILITIES
Other payables and accrued liabilities consisted of the following as at September 30, 2022 and December 31, 2021.
SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES
As of September 30, 2022 (Unaudited) | As of December 31, (Audited) | |||||||
| Accrued audit fees | 2,800 | 7,500 | ||||||
| Other payables | 3,000 | 1,500 | ||||||
| Total other payables and accrued liabilities | $ | 5,800 | $ | 9,000 | ||||
| F-12 |
ASIAFIN HOLDINGS CORP.
13. NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
8. INCOME TAXES
For the period/year September 30, 2022 and 2021, the local (United States) and foreign components ofThe loss before income taxes of the Company for the three months ended March 31, 2023 and 2022 were comprised of the following:
SCHEDULE OF COMPONENTS OF LOSS BEFORE INCOME TAXES
| 2023 | 2022 | |||||||||||||||
Nine months ended September 30, (Unaudited) | Nine months ended September 30, (Unaudited) | For the three months ended March 31 | ||||||||||||||
| 2023 | 2022 | |||||||||||||||
| Tax jurisdictions from: | ||||||||||||||||
| - Local | $ | (35,414 | ) | $ | (329,173 | ) | $ | (121,039 | ) | $ | (6,086 | ) | ||||
| - Foreign, representing | ||||||||||||||||
| Labuan | 3,735 | (8,277 | ) | |||||||||||||
| - Foreign, representing: | ||||||||||||||||
| Hong Kong | (22,736 | ) | (1,477 | ) | (10,189 | ) | (2,450 | ) | ||||||||
| Loss before income tax | $ | (54,415 | ) | $ | (338,927 | ) | ||||||||||
| British Virginia Island (non-taxable jurisdiction) | (300 | ) | - | |||||||||||||
| Labuan, Malaysia (non-taxable jurisdiction) | 2,031 | 2,413 | ||||||||||||||
| Malaysia | (205,139 | ) | - | |||||||||||||
| Income before income taxes | $ | (334,636 | ) | $ | (6,123 | ) | ||||||||||
The provisionProvision for income taxes consisted of the following:
SCHEDULE OF PROVISION FOR INCOME TAXES
Nine months ended September 30, (Unaudited) | Nine months ended September 30, (Unaudited) | |||||||
| Current: | ||||||||
| - Local | $ | - | $ | - | ||||
| - Foreign | (1,137 | ) | 643 | |||||
| Deferred: | ||||||||
| -Local | - | - | ||||||
| -Foreign | - | - | ||||||
| Income tax expense | $ | (1,137 | ) | $ | 643 | |||
| 2023 | 2022 | |||||||
| For the three months ended March 31 | ||||||||
| 2023 | 2022 | |||||||
| Current: | ||||||||
| - Local | $ | - | $ | - | ||||
| - Foreign | $ | - | $ | - | ||||
| Deferred tax assets: | ||||||||
| - Local | $ | - | $ | - | ||||
| - Foreign | $ | 549,319 | $ | - | ||||
| Deferred tax liabilities: | ||||||||
| - Local | $ | - | $ | - | ||||
| - Foreign | $ | 9,250 | $ | - | ||||
| Income tax payable: | ||||||||
| - Local | $ | - | $ | - | ||||
| - Foreign | $ | 206,643 | $ | - | ||||
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 thatAll Malaysia companies are subject to taxes in the jurisdictions in which they operate, as follows:Malaysia Corporate Tax Laws at a two-tier corporate income tax rate based on amount of paid-up capital. The 2022 tax rate for company with paid-up capital of MYR 2,500,000 (approximately $567,872) or less and that are not part of a group containing a company exceeding this capitalization threshold is 17% on the first MYR 600,000 (approximately $136,289) taxable profit with the remaining balance being taxed at 24%.
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 September 30, 2022, the operations in the United States of America incurred $483,180 of cumulative net operating losses which can be carried forward indefinitely to offset a maximum of 80% future taxable income. The Company has provided for a full valuation allowance of $81,174 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.
Labuan
Under the current laws of the Labuan, AsiaFIN Holdings Corp. is governed under the Labuan Business Activity Act, 1990. The tax charge for such company is based on 24% of net audited profit.
Hong Kong
AsiaFIN Holdings Corp. is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of 8.25% on its assessable income.
The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of September 30, 2022 and 2021:
SCHEDULE OF DEFERRED TAX ASSETS
Nine months ended September 30, | Nine months ended September 30, | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carry forwards | ||||||||
| -United States of America | $ | 81,174 | $ | 70,936 | ||||
| -Labuan | - | - | ||||||
| -Hong Kong | - | - | ||||||
| Net operating loss carry forwards | $ | 81,174 | $ | 70,936 | ||||
| Less: valuation allowance | ||||||||
| Deferred tax assets | 81,174 | 70,936 | ||||||
| F-13 |
9.14. RELATED PARTY TRANSACTIONSDIVIDEND
As of September 30, 2022 and 2021, the Company related party transactions as follows:
SCHEDULE OF RELATED PARTY TRANSACTIONS
Nine months September 30, 2022 (Unaudited) | Nine months ended September 30, (Unaudited) | |||||||
| SEATech Ventures (HK) Limited1 | ||||||||
| -Consultation fee | $ | - | $ | 160,000 | ||||
| Insite MY Innovations Sdn. Bhd.2 | ||||||||
| -Rental | $ | 9,000 | $ | - | ||||
10. COMMITMENTS AND CONTINGENCIES
As of September 30, 2022, the Company has no commitments or contingencies involved.
11. CONCENTRATIONS OF RISK
(a) Major customers
For the three monthsyear ended September 30,December 31, 2022, Insite MY Innovations Sdn Bhd and 2021, there was no customer who accountedInsite MY Systems Sdn Bhd, passed a board resolution for 10% or moredeclaration of the Company’s revenues nor with significant outstanding receivables.dividend amounted MYR1,700,000 (approximately $385,680) and MYR4,294,000 (approximately $974,182), respectively to StarFIN Asia Sdn Bhd. Subsequently, StarFIN Asia Sdn Bhd passed a board resolution for declaration of dividend amounted MYR5,794,000 to Mr. Wong Kai Cheong and Mr. Hoo Swee Ping, before acquired by StarFIN Holdings Limited on January 20, 2023.
(b) Major vendorsNo dividend was declared for the three months ended March 31, 2023.
For the three months ended September 30, 2022 and 2021, there was no supplier who accounted for 10% or more of the Company’s purchases nor with significant outstanding payables.15. FOREIGN CURRENCY EXCHANGE RATE
(c) Credit risk
Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its account receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.
(d) Exchange rate risk
The Company cannot guarantee that the current exchange rate will remain stable, therefore there is a possibility that the Company could post the same amount of income for two comparable periods and because of the fluctuating exchange rate actually post higher or lower income depending on exchange rate converted into US$ at the end of RM converted to US$ on that date.the financial year. The exchange rate could fluctuate depending on changes in political and economic environments without notice.
12. 16. SEGMENT INFORMATIONREPORTING
ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has single reportable segment based on business unit, information technology business and two reportable segments based on country, Malaysia and Non-Malaysia.
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 INFORMATIONREPORTING
| For the period ended September 30, 2022 | ||||||||||||||||
| United States | Malaysia | Hong Kong | Total | |||||||||||||
| Revenues | $ | - | $ | - | $ | - | $ | - | ||||||||
| Cost of revenues | $ | - | $ | - | $ | - | $ | - | ||||||||
| Net income / (loss) | $ | (35,414 | ) | $ | 2,839 | $ | (22,977 | ) | $ | (55,552 | ) | |||||
| Total assets | $ | - | $ | 890,489 | $ | 29,385 | $ | 919,874 | ||||||||
| For the Three Months Ended and As of March 31, 2023 | ||||||||
| By Business Unit | Information Technology Business | Total | ||||||
| Revenue | $ | 474,802 | $ | 474,802 | ||||
| Cost of revenue | (53,662 | ) | (53,662 | ) | ||||
| Gross profit | $ | 421,140 | $ | 421,140 | ||||
| Selling, general and administrative expenses and other income | (755,776 | ) | (755,776 | ) | ||||
| Loss from operations | (334,636 | ) | (334,636 | ) | ||||
| Total assets | $ | 3,444,632 | $ | 3,444,632 | ||||
| Capital expenditure | $ | 11,395 | $ | 11,395 | ||||
| For the period ended September 30, 2021 | ||||||||||||||||
| United States | Malaysia | Hong Kong | Total | |||||||||||||
| Revenues | $ | - | $ | - | $ | - | $ | - | ||||||||
| Cost of revenues | $ | - | $ | - | $ | - | $ | - | ||||||||
| Net income / (loss) | $ | (329,173 | ) | $ | (8,277 | ) | $ | (834 | ) | $ | (338,284 | ) | ||||
| Total assets | $ | 1,249 | $ | 988,127 | $ | 30,932 | $ | 1,020,308 | ||||||||
| F-14 |
| For the Three Months Ended and As of March 31, 2023 | ||||||||||||
| By Country | Malaysia | Non-Malaysia | Total | |||||||||
| Revenue | $ | 474,802 | $ | - | $ | 474,802 | ||||||
| Cost of revenue | (53,662 | ) | - | (53,662 | ) | |||||||
| Gross profit | $ | 421,140 | $ | - | $ | 421,140 | ||||||
| Selling, general and administrative expenses and other income | (632,279 | ) | (123,497 | ) | (755,776 | ) | ||||||
| Loss from operations | (211,139 | ) | (123,497 | ) | (334,636 | ) | ||||||
| Total assets | $ | 2,708,958 | $ | 735,674 | $ | 3,444,632 | ||||||
| Capital expenditure | $ | 11,395 | $ | - | $ | 11,395 | ||||||
| For the Three Months Ended and As of March 31, 2022 | ||||||||
| By Business Unit | Information Technology Business | Total | ||||||
| Revenue | $ | - | $ | - | ||||
| Cost of revenue | - | - | ||||||
| Gross profit | $ | - | $ | - | ||||
| General and administrative expenses and other income | (6,123 | ) | (6,123 | ) | ||||
| Loss from operations | (6,123 | ) | (6,123 | ) | ||||
| Total assets | $ | 965,166 | $ | 965,166 | ||||
| Capital expenditure | $ | - | $ | - | ||||
| For the Three Months Ended and As of March 31, 2022 | ||||||||||||
| By Country | Malaysia | Non-Malaysia | Total | |||||||||
| Revenue | $ | - | $ | - | $ | - | ||||||
| Cost of revenue | - | - | - | |||||||||
| Gross profit | $ | - | $ | - | $ | - | ||||||
| General and administrative expenses and other income | - | (6,123 | ) | (6,123 | ) | |||||||
| Loss from operations | - | (6,123 | ) | (6,123 | ) | |||||||
| Total assets | $ | - | $ | 965,166 | $ | 965,166 | ||||||
| Capital expenditure | $ | - | $ | - | $ | - | ||||||
13. 17. 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 subsequent events or transactions that occurred after March 31, 2023 up through the filing date of this Form 10-Q with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of September 30, 2022, and events which occurred subsequently but were not recognized in theCompany presented these unaudited financial statements. During the period, there was no subsequent event that required recognition or disclosure.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form S-1 Amendment No.3,10-K dated March 19, 2021,February 16, 2023, for the periodyear ended AugustDecember 31, 20202022 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 information contained in such Form S-1.10-K. The following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Form 10-Q.
The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of 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 difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterlyquarter report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form S-1 Amendment No.3, datedS-1/A registration statement, filed on March 19, 2021, in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this transitionquarter report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.
Company Overview
AsiaFIN Holdings Corp, the USOur 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 currentoffer range of system solutions in Payment Processing, Robotic Process Automation (RPA), and future operations in Hong Kong are plannedRegulatory Technology (RegTech) 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 planfinancial institutions, regulatory agencies, professional service providers and private enterprises from various industries, with the goal of providing business mentoring services, nurturing and incubation services relating toexisting client businesses and corporate development advisory services to entrepreneurs in the broader technology industry, butAsia region with a specific focusover 60 key bank customers on the informationpayment processing and communication technology industry. We will, at least initially, primarily focus our efforts on nurturing ICT entrepreneursRobotic Process Automation solution company has more than 100 customers 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.solutions includes:
Results of OperationPayment Processing
ForWe 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 threeone 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. We have more than 20 financial institutions using our platform.
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 automate the capturing of customer information from identity cards, passports and other identification peripherals. Our solution automatically extract data from customers’ identity card, passport, etc. and 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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Results of operations
Three months ended September 30,March 31, 2023 and 2022and 2021
Revenues
For the three months ended September 30, 2022 and 2021,March 31, 2023, the Company has generated revenue in the amount of $0.$474,802. The revenue was generated as a result of the Company having provided services related to information technology business to the customers.
For the three months ended March 31, 2022, the Company does not generate any revenue.
Cost of RevenueSelling, General and Gross MarginAdministrative Expenses
For the three months ended September 30, 2022 and 2021, cost incurred arise in providing corporate development advisory services is $0 and generate a gross profit of $0March 31, 2023, the for the three months ended September 30, 2022 and 2021.
GeneralCompany had selling, general and administrative expenses in the amount of $755,776. These were primarily comprised of salary expenses, audit fees, insurance and other professional fees.
For the three months ended September 30,March 31, 2022, and 2021, wethe Company had general and administrative expenses in the amount of $12,629 and $32,661 respectively, which was$6,123. These were primarily comprised of company consultation feeaudit fees and review fee. 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 three months ended September 30, 2022 and 2021,March 31, 2023, the Company has incurred a net loss of $10,879 and $29,852 respectively. The loss is mainly derived from the general and administrative expenses. $334,636.
For the three months ended March 31, 2022, the Company has incurred a net loss of $6,364.
Liquidity and Capital Resources
As of September 30,Three months ended March 31, 2023 and 2022 and December 31, 2021, we had cash and cash equivalents of $916,874 and $980,681 respectively. 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 three months ended September 30, 2022 and 2021, we have met these requirements primarily from previous sales of our common stock.
Cash Used In Operating Activities
For the ninethree months ended September 30, 2022March 31, 2023, the Company has received $489,867 provided by operating activity, of which primarily consist of increase in account payable, decrease in account receivable, decrease in prepayment, deposits and 2021 net cash usedother receivables, increase in operating activities was negative $63,807other payables and $345,301 which were the result of ouraccrued liabilities, increase in deferred revenue contra by net loss, attributable to administration expenses. decrease in tax assets and reduction in lease liability.
Credit FacilitiesFor the three months ended March 31, 2022, the Company has used $16,764 in operating activity, of which primarily consist of net loss, decrease in account payable and decrease in other payables and accrued liabilities.
We do not have any credit facilities or other access to bank credit.Cash Used In Investing Activities
For the three months ended March 31, 2023 and 2022, the Company has invested $11,395 and $0 in investing activities, respectively for the acquisition of computer systems and office equipment.
Cash Provided by Financing Activities
For the three months ended March 31, 2023, the Company has used $407,196 in financing activity, primarily consist of advances to director and dividend paid.
For the three months ended March 31, 2022, the Company did not receive nor used any cash in financing activity.
| -4- |
Off-balance Sheet 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 September 30, 2022.March 31, 2023.
RecentContractual Obligations
As a smaller reporting company, we are not required to provide the aforementioned information.
Critical Accounting PronouncementsPolicies
The Company reviews new accounting standards as issued. Management has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption ofidentified any such pronouncements may be expected to causeother new standards that it believes will have a materialsignificant impact on its financial condition or the results of its operations.
In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. In November 2019, the FASB issued ASU No. 2019-10, which to update the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses, leases, and hedging standard. The new effective date for these preparers is for fiscal years beginning after December 15, 2022. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning January 1, 2023 as the Company is qualified as a smaller reporting company. The Company is currently evaluating the impact ASU 2019-05 may have on itsCompany’s consolidated financial statements.
FASB issues various Accounting Standards Updates relating to the treatment and recording of certain accounting transactions. On June 10, 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915) Elimination of Certain Financial Reporting Requirements, including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the concept of a development stage entity (DSE) entirely from current accounting guidance. The Company has elected adoption of this standard, which eliminates the designation of DSEs and the requirement to disclose results of operations and cash flows since inception.
ITEMItem 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKQuantitative 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.
ITEMItem 4 CONTROLS AND PROCEDURESControls and Procedures.
Evaluation of Disclosure Controls and Procedures: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, 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 September 30, 2022. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer. Based upon that evaluation,management, including our Chief Executive Officer concluded that,chief executive officer, of the effectiveness of our disclosure controls and procedures as of September 30, 2022,March 31, 2023. 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 due to the presence of material weaknesses ineffective. The matters involving 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 September 30, 2022, our disclosure controls and procedures were not effective:that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) 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; (ii) inadequate segregation of duties and effective risk assessment; and (ii)(iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.guidelines; and (iv) 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 March 31, 2023.
| -5- |
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:
| 1. | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; | |
| 2. | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and | |
| 3. | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our 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 March 31, 2023. 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.
As of March 31, 2023, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, our internal control over financial reporting were not effective due to the presence of material weaknesses.
Changes in Internal Control over Financial Reporting:
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2022,three months ending March 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We know of no materials, active or pending legal proceedings against us,are not subjected to nor are we involved as a plaintiffengaged in any litigation, arbitration or claim of material proceedingsimportance, and no litigation, arbitration or claim of material importance is known to us to be pending litigation. Thereor threatened by or against our Company that would have a material adverse effect on our Company’s results of operations or financial condition. Further, 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.our Company.
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 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
NoneNone.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information.
None.
ITEM 6. Exhibits
* Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrantRegistrant has duly caused this reportReport to be signed on its behalf by the undersigned, thereunto duly authorized.
| AsiaFIN Holdings | |||
| (Name of Registrant) | |||
| Date: | |||
| 2023 | By: | /s/ | |
| Title: | Chief Executive Officer, President, Director, Secretary and Treasurer | ||
| Date: August 14, 2023 | By: | /s/ Cham Hui Yin | |
| Title: | Finance Manager | ||
| (Principal Financial Officer and | |||