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)
1.
DESCRIPTION OF BUSINESS AND ORGANIZATION
AsiaFIN
Holdings Corp., a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on June 14, 2019.
On
June 14, 2019, Mr. Wong Kai Cheong was appointed Chief Executive Officer, President, Secretary, Treasurer and Director.
On
September 18, 2020, Mr. Seah Kok Wah was appointed Director of the Company.
On
December 18, 2019, we, “the Company” acquired 100% of the equity interests of AsiaFIN Holdings Corp. (herein referred to
as the “Malaysia Company”), a private limited company incorporated in Labuan, Malaysia. In consideration of the equity interests
of AsiaFIN Holdings Corp. our Chief Executive Officer, Mr. Wong was compensated $1 USD .
On
December 23, 2019, AsiaFIN Holdings Corp., Malaysia Company acquired AsiaFIN Holdings Limited (herein referred to as the “Hong
Kong Company”), a private limited company incorporated in Hong Kong. In consideration of the equity interests of AsiaFIN Holdings
Limited our Chief Executive Officer, Mr. Wong was compensated $1 HKD .
Details
of the Company’s subsidiary:
SCHEDULE OF SUBSIDIARIES
| | |
Company name | |
Place and date of incorporation | |
Particulars of issued capital | |
Principal activities | |
Proportional of ownership
interest and
voting power
held | |
| | |
| |
| |
| |
| |
| |
| 1. | |
AsiaFIN Holdings Corp. | |
Labuan/ July 15, 2019 | |
1 ordinary share of US$1 each | |
Investment holding and consulting services pertaining to market studies and financial solutions. | |
| 100 | % |
| 2. | |
AsiaFIN Holdings Limited | |
Hong Kong/ July 5, 2019 | |
1 ordinary share of HKD$1 each | |
Consultancy services on market studies and financial solutions. | |
| 100 | % |
ASIAFIN
HOLDINGS CORP .
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2022
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of presentation
The
consolidated financial statements for AsiaFIN Holdings Corp. and its subsidiaries for three and nine months ended September 30, 2022
and September 30, 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 December 31 as
its fiscal year end.
Basis
of consolidation
The
consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company is the primary beneficiary.
All inter-company accounts and transactions have been eliminated upon consolidation.
Use
of estimates
Management
uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect
the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported
revenue and expenses during the periods reported. Actual results may differ from these estimates.
Cash
and cash equivalents
Cash
and cash equivalents represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid
investments with an original maturity of two months or less as of the purchase date of such investments.
Leases
Commitment
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.
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)
Income
taxes
The
provision of income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”).
Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities
are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are
expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date.
ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements
uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the
financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax
positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of
being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
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 $63,807. These factors
raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial
statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue
as a going concern.
The
Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support
from its major shareholders. Management believes the existing shareholders or external financing will provide the additional cash to
meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available
or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing,
if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its
stock holders, in the case of equity financing.
ASIAFIN
HOLDINGS CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2022
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
Net
loss per share
The
Company calculates net loss per share in accordance with ASC Topic 260 “Earnings per share”. Basic loss per share is computed
by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed
similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would
have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
Foreign
currencies translation
The
reporting currency of the Company and its subsidiaries in Labuan and Hong Kong is United States Dollars (“US$”) which being
the primary currency of the economic environment in which these entities operate.
Transactions
denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing
at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated
into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded
in the statements of operations.
Translation
of amounts from RM into US$1 and HK$ into US$1 has been made at the following exchange rates for the respective periods:
SCHEDULE
OF FOREIGN EXCHANGE RATE
| | |
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$1 exchange rate | |
| 7.84 | | |
| 7.76 | |
Related
parties
Parties,
which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control
the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also
considered to be related if they are subject to common control or common significant influence.
ASIAFIN
HOLDINGS CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2022
(Currency
expressed in United States Dollars (“US$”), 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, 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:
Level
1: Observable inputs such as quoted prices in active markets;
Level
2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level
3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
Recent
accounting pronouncements
ASB
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.
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 its
consolidated financial statements.
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 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.
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)
3.
COMMON STOCK
Between
the period April 27, 2021 to September 30, 2021, the Company issued 837,300 shares of common stock at a price of $1.00 per share through
the Initial Public Offering (IPO) to 37 non-US residents.
As
of September 30, 2022, AsiaFIN Holdings Corp. has an issued and outstanding common share of 73,319,800.
4.
CASH AND CASH EQUIVALENTS
As
of September 30, 2022, the Company recorded cash and cash equivalents of $916,874 which consists of cash on hand and bank balances.
As
of December 31, 2021, the Company recorded cash and cash equivalents of $980,681 which consists of cash on hand and bank balances.
ASIAFIN
HOLDINGS CORP
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2022
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
5.
DEPOSIT AND OTHER RECEIVABLES
Deposit
and Other receivables consisted of the following as of September 30, 2022 and December 31, 2021.
SCHEDULE OF OTHER RECEIVABLES
| | |
As of September
30,
2022 (Unaudited) | | |
As of December 31, 2021 (Audited) | |
| Deposit and other receivables | |
$ | 3,000 | | |
$ | 1,249 | |
| Total Deposit and other receivables | |
$ | 3,000 | | |
$ | 1,249 | |
As
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.
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,
2022 (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,
2021 (Audited) | |
| Accrued audit fees | |
| 2,800 | | |
| 7,500 | |
| Other payables | |
| 3,000 | | |
| 1,500 | |
| Total other payables and accrued liabilities | |
$ | 5,800 | | |
$ | 9,000 | |
ASIAFIN
HOLDINGS CORP.
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 of loss before income taxes were comprised
of the following:
SCHEDULE OF COMPONENTS OF LOSS BEFORE INCOME TAXES
| | |
Nine months ended September 30,
2022 (Unaudited) | | |
Nine months ended September 30,
2021 (Unaudited) | |
| | |
| | |
| |
| Tax jurisdictions from: | |
| | | |
| | |
| - Foreign, representing | |
| | | |
| | |
The
provision for income taxes consisted of the following:
SCHEDULE OF PROVISION FOR INCOME TAXES
| | |
Nine months ended September 30,
2022 (Unaudited) | | |
Nine months ended September 30,
2021 (Unaudited) | |
| | |
| | |
| |
| Current: | |
| | | |
| | |
| - Local | |
$ | - | | |
$ | - | |
| - Foreign | |
| (1,137 | ) | |
| 643 | |
| Deferred: | |
| | | |
| | |
| -Local | |
| - | | |
| - | |
| -Foreign | |
| - | | |
| - | |
| Income tax expense | |
$ | (1,137 | ) | |
$ | 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 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 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,
2022
(Unaudited) | | |
Nine months ended September 30,
2021
(Unaudited) | |
| | |
| | |
| |
| 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 | |
9.
RELATED PARTY TRANSACTIONS
As
of September 30, 2022 and 2021, the Company related party transactions as follows:
SCHEDULE OF RELATED PARTY TRANSACTIONS
| | |
Nine months
ended September 30,
2022 (Unaudited) | | |
Nine months ended September 30,
2021 (Unaudited) | |
| SEATech Ventures (HK) Limited1 | |
| | | |
| | |
| -Consultation fee | |
$ | - | | |
$ | 160,000 | |
| | |
| | | |
| | |
| Insite MY Innovations Sdn. Bhd.2 | |
| | | |
| | |
| -Rental | |
$ | 9,000 | | |
$ | - | |
| 1 | SEATech Venture
(HK) Limited, through its wholly subsidiary of SEATech Venture Corp is a 13.6% shareholder of the Company. |
| | |
| 2 | Insite MY Innovations Sdn. Bhd., through its wholly subsidiary of StarFIN Asia Sdn. Bhd. Wong Kai Cheong is a 57.1% shareholder of the
StarFIN Asia Sdn. Bhd. and is a 29.94% shareholder of the AsiaFIN Holdings Corp. |
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 months ended September 30, 2022 and 2021, there was no customer who accounted for 10% or more of the Company’s revenues
nor with significant outstanding receivables.
(b)
Major vendors
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.
(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 of RM converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and
economic environments without notice.
12.
SEGMENT INFORMATION
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. 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 INFORMATION
| | |
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 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 | |
13.
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 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 the financial statements. During the period, there was no subsequent event that required recognition or disclosure.