UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended March 31, 2025

or

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

For the transition period from ______ to ______

Commission File Number 000-56421

ASIAFIN HOLDINGS CORP.

(Exact name of registrant issuer as specified in its charter)

Nevada	7389	37-1950147
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Number)	(IRS Employer Identification Number)

Suite 30.02, 30th Floor, Menara KH (Promet),
Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia.
(Address of principal executive offices, including zip code)

+(60)3 2148 7170
(Registrant’s telephone number, including area code)

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

Yes ☒ No ☐

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

Yes ☒ No ☐

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

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

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

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

Yes ☐ No ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE

PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed 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.

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 May 12, 2025
Common Stock, $0.0001 par value	81,915,838

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:	F-1
	UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2025 AND DECEMBER 31, 2024 (Audited)	F-1
	UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024	F-2
	UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024	F-3
	UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024	F-4
	NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	F-5 – F-15
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3-5
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	5
ITEM 4.	CONTROLS AND PROCEDURES	5
PART II	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	7
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	7
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	7
ITEM 4	MINE SAFETY DISCLOSURES	7
ITEM 5	OTHER INFORMATION	7
ITEM 6	EXHIBITS	7
SIGNATURES		8

-2-

PART I — FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ASIAFIN HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2025 AND DECEMBER 31, 2024 (audited)

(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)

	As of March 31, 2025			As of December 31, 2024
		Unaudited			Audited
ASSETS
Current assets
Cash and cash equivalents	$	1,258,660		$	1,309,929
Account receivables, net		947,519			1,184,130
Prepayment, deposits and other receivables		140,743			146,233
Amount due from related parties		5,244			3,809
Tax assets		295,036			280,354
Total current assets	$	2,647,202		$	2,924,455
Non-current Assets
Right-of-use assets, net	$	633,716		$	615,444
Property, plant and equipment, net		619,004			614,673
Deferred income tax assets		326			324
Investment in associates		8,003			7,944
Total non-current assets	$	1,261,049		$	1,238,385
TOTAL ASSETS	$	3,908,251		$	4,162,840
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Other payables and accrued liabilities	$	1,010,154		$	1,151,256
Account payables (including $59,042 and $19,984 of account payable to related party as of March 31, 2025, and December 31, 2024, respectively)		125,997			39,296
Income tax payable		3,357			60,483
Amount due to director		132,465			146,018
Lease liability – current portion		58,891			64,787
Total current liabilities	$	1,330,864		$	1,461,840
Non-current liabilities
Lease liability – non-current portion		574,825			550,657
Deferred tax liabilities		5,029			4,991
Total non-current liabilities	$	579,854		$	555,648
TOTAL LIABILITIES	$	1,910,718		$	2,017,488
STOCKHOLDERS’ DEFICIT
Preferred shares, $0.0001 par value; 200,000,000 shares authorized; None issued and outstanding	$	-		$	-
Common stock, $0.0001 par value; 600,000,000 shares authorized; 81,915,838 and 81,551,838 shares issued and outstanding as of March 31, 2025 and December 31, 2024		8,192			8,155
Additional paid-in capital		10,795,250			10,467,687
Accumulated other comprehensive loss		(257,826	)		(271,870	)
Accumulated deficit		(8,522,029	)		(8,039,600	)
Non-controlling interest		(26,054	)		(19,020	)
TOTAL STOCKHOLDERS’ DEFICIT	$	1,997,533		$	2,145,352
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,908,251		$	4,162,840

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, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)

	Three months ended March 31, 2025			Three months ended March 31, 2024
REVENUE	$	621,179		$	519,752
COST OF REVENUE (including $46,029 and $27,234 of cost of service revenue to related party for the three months ended March 31, 2025 and 2024, respectively)		(628,092	)		(497,824	)
GROSS (LOSS)/PROFIT	$	(6,913	)	$	21,928
SHARE OF LOSS FROM OPERATION OF ASSOCIATE		(1	)		(9,599	)
OTHER INCOME		3,282			1,994
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (including $24,452 and $22,712 of selling, general and administrative expenses to related party for the three months ended March 31, 2025 and 2024, respectively)		(485,831	)	$	(295,839	)
LOSS BEFORE INCOME TAX		(489,463	)	$	(281,516	)
INCOME TAX EXPENSES		-			-
NET LOSS		(489,463	)	$	(281,516	)
Net income attributable to non-controlling interest		7,034			3,405
NET LOSS ATTRIBUTED TO COMMON SHAREHOLDERS OF ASIAFIN HOLDINGS CORP.		(482,429	)		(278,111	)
Other comprehensive income:
- Foreign currency translation loss		14,044			(48,950	)
TOTAL COMPREHENSIVE LOSS		(468,385	)	$	(327,061	)
NET LOSS PER SHARE, BASIC AND DILUTED		(0.01	)		(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED	$	81,838,994		$	81,551,838

See accompanying notes to unaudited condensed consolidated financial statements.

F-2

ASIAFIN HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)

	COMMON STOCK
	NUMBER OF SHARES		AMOUNT		ADDITIONAL PAID-IN CAPITAL		ACCUMULATED DEFICIT			ACCUMULATED OTHER COMPREHENSIVE LOSS			NON- CONTROLLING INTEREST			TOTAL STOCKHOLDERS’ EQUITY
Balance as of December 31, 2023	81,551,838	$	8,155	$	10,467,687	$	(7,896,023	)	$	(320,441	)	$	(629	)	$	2,258,749
Net loss for the period	-		-		-		(278,111	)		-			(3,405	)		(281,516	)
Foreign currency translation	-		-		-		-			(48,950	)		-			(48,950	)
Balance as of March 31, 2024	81,551,838	$	8,155	$	10,467,687	$	(8,174,134	)	$	(369,391	)	$	(4,034	)	$	1,928,283

	COMMON STOCK
	NUMBER OF SHARES		AMOUNT		ADDITIONAL PAID-IN CAPITAL		ACCUMULATED DEFICIT			ACCUMULATED OTHER COMPREHENSIVE LOSS			NON- CONTROLLING INTEREST			TOTAL STOCKHOLDERS’ EQUITY
Balance as of December 31, 2024		81,551,838	$	8,155	$	10,467,687	$	(8,039,600	)	$	(271,870	)	$	(19,020	)	$	2,145,352
New issuance of shares on January 20, 2025		364,000		37		327,563		-			-			-			327,600
Net loss for the period		-		-		-		(482,429	)		-			(7,034	)		(489,463	)
Foreign currency translation		-		-		-		-			14,044			-			14,044
Balance as of March 31, 2025		81,915,838	$	8,192	$	10,795,250	$	(8,522,029	)	$	(257,826	)	$	(26,054	)	$	1,997,533

See accompanying notes to unaudited condensed consolidated financial statements

F-3

ASIAFIN HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)

	Three Months Ended March 31, 2025			Three Months Ended March 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(482,429	)	$	(278,111	)
Minority interest		(7,034	)		(3,405	)
Share of loss from operation of associate		1			9,599
Adjustments to reconcile net profit to net cash used in operating activities:
Depreciation and amortization		30,730			28,032
Disposal of asset		(11,248	)		-
Provision for credit loss allowance		105,903			29,278
Changes in operating assets and liabilities:
Account payables		86,234			1,862
Account receivables		139,261			291,364
Prepayment, deposits and other receivables		6,587			(7,966	)
Other payables and accrued liabilities		(43,770	)		(66,897	)
Deferred revenue		214,690			168,309
Tax assets		(12,515	)		(30,942	)
Income tax payable		(57,451	)		-
Change in lease liability		(14,107	)		(14,346	)
Net cash (used in)/provided by operating activities	$	(45,148	)	$	126,777
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment		(16,258	)		(8,006	)
Disposal of property, plant and equipment		11,248			-
Investment in associate		-			(35,473	)
Net cash used in investing activities	$	(5,010	)	$	(43,479	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common shares		9,000			-
Advance to director		(14,623	)		(15,846	)
Repayment of hire purchase		-			(2,757	)
Advances to related companies		(1,403	)		(224	)
Net cash used in financing activities	$	(7,026	)	$	(18,827	)
Effect of exchange rate changes on cash and cash equivalents	$	5,915		$	(16,888	)
Net increase in cash and cash equivalents	$	(51,269	)	$	47,583
Cash and cash equivalents, beginning of year		1,309,929			1,234,188
CASH AND CASH EQUIVALENTS, END OF YEAR	$	1,258,660		$	1,281,771
SUPPLEMENTAL CASH FLOWS INFORMATION
Cash paid for income taxes	$	23,675		$	29,404
Cash paid for interest paid	$	541		$	776
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVTIES:
Initial recognition of operating lease right-of-use assets and operating lease obligations upon adoption of ASC Topic 842		73,871			-
Initial recognition of the balance payment of finance lease right-of-use asset by finance lease liabilities		-			-

See accompanying notes to unaudited condensed consolidated financial statements.

F-4

ASIAFIN HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)

1. ORGANIZATION AND BUSINESS BACKGROUND

AsiaFIN Holdings Corp. (“the Company”) was incorporated under the jurisdiction of Nevada on June 14, 2019. The Company, through its wholly owned subsidiaries, provides information technology services. Details of the Company’s subsidiaries and associate:

No.	Subsidiary Company Name	Domicile and Date of Incorporation	Particulars of Issued Capital	Principal Activities
1	AsiaFIN Holdings Corp.	Labuan on July 15, 2019	1 share of common stock	Investment holding company
2	AsiaFIN Holdings Limited	Hong Kong on July 5, 2019	1 share of common stock	Investment holding company
3	StarFIN Holdings Limited	British Virgin Islands on August 19, 2021	10,000 shares of common stock	Investment holding company
4	Insite MY Holdings Sdn Bhd (FKA StarFIN Asia Sdn Bhd)	Malaysia on May 24, 2018	11,400,102 shares of common stock	Investment holding company
5	OrangeFIN Academy Sdn Bhd (FKA Insite MY.Com Sdn Bhd)	Malaysia on February 2, 2000	100,000 shares of common stock	Provision of business system integration and management services
		`
6	Insite MY Systems Sdn Bhd	Malaysia on January 18, 2000	500,000 shares of common stock	Provision of information technology services
7	Insite MY Innovations Sdn Bhd	Malaysia on January 18, 2010	540,000 shares of common stock	Provision of information technology services
8	OrangeFIN Asia Sdn Bhd	Malaysia on January 25, 2018	50,000 shares of common stock	Provision of computer programming activities and services
9	TellUS Report Sdn Bhd	Malaysia on September 22, 2023	60 shares of common stock	Provision of information technology services

No.	Associate Company Name	Domicile and Date of Incorporation	Particulars of Issued Capital	Principal Activities
1	Murni StarFIN Sdn Bhd	Malaysia on September 9, 2022	100,000 shares of common stock	Provision of information technology services
2	KSP AsiaFIN Co., Ltd. (FKA KSP StarFIN Co., Ltd.)	Thailand on August 11, 2023	50,000 shares of common stock	Provision of information technology services

Mr. Wong Kai Cheong is the common director of all of aforementioned companies.

Ms. Cham Hui Yin is the director of StarFIN Holding Limited, Insite MY Holdings Sdn Bhd and KSP AsiaFIN Co., Ltd.

F-5

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

The accompanying financial statements include the accounts of the Company and its subsidiaries and associates. Intercompany transactions and balances were eliminated in consolidation. The Company has adopted December 31 as its fiscal year end.

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiaries which the Company controls and entities for which the Company is the primary beneficiary. For those consolidated subsidiaries where the Company’s ownership is less than 100%, the outside shareholders’ interests are shown as non-controlling interests in equity. Acquired businesses are included in the consolidated financial statements from the date on which control is transferred to the Company. Subsidiaries are deconsolidated from the date that control ceases. All inter-company accounts and transactions have been eliminated in consolidation.

Below is the organization chart of the Group.

 

Use of Estimates

In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.

F-6

Cash and Cash Equivalents

The Company considers short-term, highly liquid investments with an original maturity of 90 days or less to be cash equivalents.

Our deposit in Malaysia banks are secured by Perbadanan Insurans Deposit Malaysia, compensating up to a limit of Malaysia Ringgit MYR250,000 per deposit per member bank, which is equivalent to $56,351, if any of our bank fail.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, with depreciation and amortization provided using the straight-line method over the following 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

Credit losses

The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables.

Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecasts. Based on the aging categorization and the adjusted loss rate per category, an allowance for credit losses is calculated by multiplying the adjusted loss rate with the amortized cost in the respective age category.

Investment in associate

In accordance with ASC Topic 321, “Investments – Equity Securities”, the Company measures the investment in associate without a readily determinable fair value at its cost minus impairment, if any. The Company reassess at each reporting period whether the equity investment without a readily determinable fair value qualifies to be measured at fair value. The measurement of those securities at fair value shall be irrevocable. Any resulting gains or losses on the investment in associate for which that measurement is made shall be recorded in earnings at that time. At each reporting period, the Company makes a qualitative assessment on the investment in associate considering impairment indicators to evaluate whether the investment is impaired. If an equity security without a readily determinable fair value is impaired, the Company shall include an impairment loss in net income equal to the difference between the fair value of the investment and its carrying amount.

Revenue recognition

The Company through subsidiaries generate multiple streams of revenues based on different business model adopted by each subsidiary through provisions of services and recognized upon customer obtained control of promised services and recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company applies the following five-step model in order to determine this amount:

(i) Identify contract with customer;

(ii) Identify distinct performance obligations in contract, including promises if any;

(iii) Measurement of the transaction price, including the constraint on variable consideration;

(iv) Allocation of the transaction price to the performance obligations; and

(v) Recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the delivery of the finalized information technology services such as business system integration and management services, computer programming activities and services to the customers.

Cost of revenue

Cost of revenue includes direct costs associated with provision of services such as development costs, purchases of third-party software, maintenance fees and consultation fees.

Income tax expense

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company also adopted ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires disaggregated information about the reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

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

F-7

The Company conducts major businesses in Malaysia and is subject to tax in their own jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.

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 three months ended March 31, 2025, the Company incurred a net loss of $482,429 and negative operating cash flow of $45,148. As of March 31, 2025, the Company has accumulated deficit of $8,522,029. 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 Company does not have sufficient revenue to cover its operating cost due to the research and development activities performed in the initial stage. 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. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability in profitability that may result in the Company not being able to continue as a going concern.

Foreign currencies translation

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

The functional currency of the Company is the United States Dollars (“US$” or “US dollars”) and the accompanying financial statements have been expressed in US dollars. In addition, the Company’s subsidiary maintains its books and record in Malaysia Ringgit (“MYR”), United States Dollars (“US$”), Hong Kong Dollars (“HK$”) and Thailand Baht (“THB”), which is the respective functional currency as being the primary currency of the economic environment in which the entity operates.

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US dollars are translated into US dollars, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income.

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective periods:

	For the three months ended March 31,
	2025		2024
Period-end MYR : US$1 exchange rate		4.44		4.72
Period-average MYR : US$1 exchange rate		4.45		4.73
Period-end HK$ : US$1 exchange rate		7.78		7.75
Period-average HK$ : US$1 exchange rate		7.78		7.75
Period-end THB : US$1 exchange rate		33.95		36.37
Period-average THB : US$1 exchange rate		33.93		35.86

Related parties

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

Fair value of financial instruments

The carrying value of the Company’s financial instruments: cash and cash equivalents, trade receivable, deposits and other receivables, amount due to related parties, trade payables and other payables approximate at their fair values because of the short-term nature of these financial instruments.

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

Level 1 : Observable inputs such as quoted prices in active markets;

Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

F-8

Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

As of March 31, 2025 and 2024, the Company did not have any non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis.

Net Income/(Loss) per Share

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

Lease

The Company offices for fixed periods pre-emptive extension options. The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term.

Lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.

In determining the present value of the unpaid lease payments, ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company leases do not provide an implicit rate, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments.

Acquisition Agreement

The acquisition of StarFIN Holdings Limited. (“SFHL”) has been accounted for under the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations”. Under the purchase method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values.

The allocation of the purchase price has been prepared based on preliminary estimates of fair values. However, actual amounts recorded upon the finalization of estimates of fair values may differ from the information presented in these unaudited pro forma condensed combined consolidated financial statements. The Company estimates of the fair values of the assets and liabilities of SFHL have been combined with the recorded values of the assets and liabilities of SFHL in the audited condensed combined financial information, goodwill was immediately impaired upon recognition.

Segment Reporting

The Company follows the guidance of ASC 280, “Segment Reporting”, which establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. For the three months ended March 31, 2025, the Company has three reportable segments based on business unit, Fintech, RPA and Regtech businesses and two reportable segments based on country, Malaysia and Non-Malaysia. The Company also adopted ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

Recently Issued Accounting Standards

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). Additionally, in January 2025, the FASB issued ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date to further clarify the effective date of ASU 2024-03. ASU 2024-03 requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. The requirements of ASU 2024-03 are effective for the Company for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU 2024-03 or retrospectively to any or all periods presented in the financial statements. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.

F-9

3. ACCOUNT RECEIVABLES, NET

	As of March 31, 2025			As of December 31, 2024
Account receivables, gross	$	1,023,996		$	1,154,703
Allowance for expected credit loss		(76,477	)		(55,076	)
Reversal of expected credit loss		-			84,503
Account receivables, net	$	947,519		$	1,184,130

4. PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES

	As of March 31, 2025		As of December 31, 2024
Prepaid expenses		30,644		37,488
Other receivables		38,260		34,821
Other deposits		34,188		36,298
Purchase in advance		37,651		37,626
Total	$	140,743	$	146,233

Prepaid expenses include website domain, third party software maintenance and subscription, OTC Markets fee, employee and motor vehicle insurance.

Other receivables include receivables from service tax and management of car park for director and employees.

Other deposits primarily include deposit of the tenancy agreement and deposit made for security deposit for renovation and car park deposit.

Purchase in advance consist of monies paid to supplier but have yet to receive the products or services from the suppliers.

5. PROPERTY, PLANT AND EQUIPMENT, NET

	As of March 31, 2025			As of December 31, 2024
Computer systems	$	318,133		$	306,930
Furniture and fittings		88,921			82,657
Electrical fittings		10,146			10,069
Handphone		64,285			63,797
Office equipment		101,468			98,913
Renovation		172,631			171,322
Motor vehicle		300,080			374,419
Property		416,995			413,833
Total property, plant and equipment	$	1,472,659		$	1,521,940
Less: Accumulated depreciation		(853,655	)		(907,267	)
Total property, plant and equipment, net	$	619,004		$	614,673

	For three months ended March 31, 2025		For the year ended December 31, 2024
Investment in computer systems	$	8,841	$	39,432
Investment in furniture and fittings		5,622		587
Investment in electrical fittings		-		-
Investment in handphone		-		11,216
Investment in office equipment		1,795		2,792
Investment in renovation		-		84,316
Total investment in property, plant and equipment	$	16,258	$	138,343
Depreciation for the period		16,623	$	59,305

F-10

6. OTHER PAYABLES AND ACCRUED LIABILITIES

	As of March 31, 2025		As of December 31, 2024
Accrued expenses	$	274,303	$	254,474
Other payable		1,833		381,879
Receipt in advance		734,018		514,903
Total	$	1,010,154	$	1,151,256

Accrued expenses consist of outstanding audit fee, employee claims and salary, service tax and miscellaneous expenses.

Other payable includes primarily payable to third parties and service tax payable.

Receipt in advance consist of monies received from customer but have yet to satisfied performance obligation.

7. AMOUNT DUE TO DIRECTOR

As of March 31, 2025, the Company had an outstanding amount due to director amounted $132,465, mainly consist of a loan from Mr. Wong Kai Cheong for the acquisition of property.

Aforementioned amount is unsecured, interest bearing and payable on demand.

8. AMOUNT DUE FROM RELATED PARTIES

As of March 31, 2025, the Company has an outstanding amount due from a number of related companies with common director and shareholder in aggregate amounted $5,244 pertaining to miscellaneous expenses made by these related parties on behalf of the Company.

Aforementioned amount is unsecured, non-interest bearing and payable on demand.

F-11

9. LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

Right-Of-Use Assets
Balance as of December 31, 2024	$	615,444
New right-of-use assets recognized		585,480
Amortization for the three months ended March 31, 2025		(14,107	)
Adjustment for non-exercising option		(557,776	)
Adjustment for foreign currency translation difference		4,675
Balance as of March 31, 2025	$	633,716
Lease Liability
Balance as of December 31, 2024	$	615,444
New lease liability recognized		585,480
Imputed interest for the three months ended March 31, 2025		10,345
Gross repayment for the three months ended March 31, 2025		(24,452	)
Adjustment for non-exercising option		(557,776	)
Adjustment for foreign currency translation difference	$	4,675
Balance as of March 31, 2025	$	633,716
Lease liability current portion		58,891
Lease liability non-current portion	$	574,825

Other information:

	Three months ended March 31, 2025			Three months ended March 31, 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow to operating lease	$	24,452		$	22,712
Right-of-use assets obtained in exchange for operating lease liabilities		-			-
Remaining lease term for operating lease (years)		8.78			8.46
Weighted average discount rate for operating lease		6.40	%		5.40	%

10. RELATED PARTY TRANSACTIONS

For the three months ended March 31, 2025 and 2024, the Company has following transactions with related parties:

	For the three months ended March 31, 2025		For the three months ended March 31, 2024
Purchases
- Insite MY International, Inc.	$	46,029	$	27,234
Leasing
- Office space leasing		24,452		22,712
Total	$	70,481	$	49,946

Our Chief Executive Officer, Mr. Wong Kai Cheong is a majority shareholder of Insite MY International, Inc.

For the three months ended March 31, 2025 and 2024, the Company has paid $10,848 and $10,188 respectively to our Chief Executive Officer, Mr. Wong Kai Cheong, pertaining to leasing of office space.

For the three months ended March 31, 2025 and 2024, the Company has paid $13,604 and $12,524 respectively to Ms. Tan Siew Meng, the spouse of our Chief Executive Officer, Mr. Wong Kai Cheong, pertaining to leasing of office spaces.

11. CONCENTRATION OF RISK

(a) Major Customers

For the three months ended March 31, 2025, the Company generated total revenue of $621,179, of which three customers accounted for more than 10% of the Company’s total revenue. For the three months ended March 31, 2024, the Company generated total revenue of $519,752, of which one customer accounted for more than 10% of the Company’s total 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:

	For the three months ended March 31
	2025		2024		2025			2024			2025		2024
	Revenue				Percentage of Revenue						Accounts receivable, gross
Customer A	$	105,779	$	-		17	%		-	%	$	21,033	$	-
Customer B		74,481		-		12	%		-	%		33,640		-
Customer C		66,024		-		11	%		-	%		54,990		-
Customer D		-		61,307		-	%		12	%		-		33,061
Others		374,895		458,445		60	%		88	%		914,333		704,583
Total	$	621,179	$	519,752		100	%		100	%	$	1,023,996	$	737,644

(b) Major Suppliers

For the three months ended March 31, 2025, the Company incurred cost of revenue of $628,092, of which no supplier accounted for more than 10% of the Company’s cost of revenue. For the three months ended March 31, 2024, the Company incurred cost of revenue of $497,824, of which no supplier accounted for more than 10% of the Company’s cost of revenue.

F-12

12. INCOME TAXES

The loss before income taxes of the Company for the three months ended March 31, 2025 and 2024 were comprised of the following:

	For the three months ended March 31
	2025			2024
Tax jurisdictions from:
- Local	$	(112,735	)	$	(15,868	)
- Foreign, representing:
Hong Kong		(4,121	)		(3,893	)
British Virginia Island (non-taxable jurisdiction)		(1,050	)		(400	)
Labuan, Malaysia (non-taxable jurisdiction)		576			(10,397	)
Malaysia		(372,133	)		(250,958	)
Loss before income taxes	$	(489,463	)	$	(281,516	)

Provision for income taxes consisted of the following:

	For the three months ended March 31
	2025		2024
Current:
- Local	$	-	$	-
- Foreign	$	-	$	-
Deferred tax assets:
- Local	$	-	$	-
- Foreign	$	326	$	42
Deferred tax liabilities:
- Local	$	-	$	-
- Foreign	$	5,029	$	11,671
Income tax payable:
- Local	$	-	$	-
- Foreign	$	3,357	$	3,358
Income tax assets:
- Local	$	-	$	-
- Foreign	$	295,036	$	244,439

The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. During the period presented, the Company has a number of subsidiaries that operates in various countries: United States of America, Hong Kong, the British Virginia Islands and Malaysia 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. The Company is subject to the United States statutory corporate tax rate of 21%. As of March 31, 2025, the operations in the United States of America incurred $1,046,175 of cumulative net operating losses (NOL’s) which can be carried forward to offset future taxable income. The NOL carry forwards begin to expire in 2045, if unutilized. The Company has provided for a full valuation allowance of approximately $219,697 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.

British Virgin Islands

The British Virgin Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the British Virgin Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the British Virgin Islands. The British Virgin Islands is not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the British Virgin Islands. Payments of dividends and capital in respect of our ordinary shares will not be subject to taxation in the British Virgin Islands and no withholding will be required on the payment of a dividend or capital to any holder of our ordinary shares, nor will gains derived from the disposal of our ordinary shares be subject to British Virgin Islands income or corporation tax. No stamp duty is payable in respect of the issue of the shares or on an instrument of transfer in respect of a share.

Hong Kong

AsiaFIN Holdings Corp. is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of 8.25% on its assessable income.

Labuan, Malaysia

Labuan was established an international offshore financial center in 1990 with its own specific laws and regulations to attract foreign investment and promoting financial services. Under the current laws of Labuan, AsiaFIN Holdings Corp. is governed under the Labuan Business Activity Tax Act 1990. Labuan offers a low fixed tax rate of 3% for a Labuan incorporated company carrying a Labuan trading activity while the profit of a Labuan incorporated company carrying a Labuan non-trading activity for the tax assessment year shall not be charged to tax under Labuan Business Activity Tax Act 1990, effectively subjecting to a 0% tax rate. Labuan trading activity includes banking, insurance, trading, management, licensing, shipping operations or any other activity which is not a Labuan non-trading activity while Labuan non-trading activity is defined as an activity relating to the holding of investments in securities, stock, shares, loans, deposits or any other properties situated in Labuan by a Labuan incorporated company. For a Labuan incorporated company which fails to meet the substantial activity requirements issued in a circular on April 29, 2020, the tax charge for such company is based on 24% of net audited profit. As the Company’s subsidiary, AsiaFIN Holdings Corp., which was incorporated under the Labuan acts as an investment holding company, is carrying a Labuan non-trading activity, the Company is not subject to tax under Labuan Business Activity Tax Act 1990.

Malaysia

All Malaysian companies operating in Malaysia are subject to the Malaysia Corporate Tax Laws at a standard income tax rate of 24% on their assessable income for the tax year.

As of March 31, 2025, the operations in Malaysia incurred $7,184,522 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss can be carried forward for seven years. The Company has provided for a full valuation allowance against the deferred tax assets of $1,221,369 on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

F-13

13. SHAREHOLDERS’ EQUITY

On June 14, 2019, the Company issued 100,000 shares of restricted common stock, with a par value of $0.0001 per share, to Wong Kai Cheong in consideration of $10. The $10 in proceeds went to the Company to be used as working capital. Mr. Wong serves as our Chief Executive Officer, President, Secretary, Treasurer and as member of our Board of Directors.

On December 18, 2019, we, “the Company” acquired 100% of the equity interests of AsiaFIN Holdings Corp. (herein referred to as the “Malaysia Company”), a private limited company incorporated in Labuan, Malaysia. In consideration of the equity interests of AsiaFIN Holdings Corp., our Chief Executive Officer, Mr. Wong was compensated $1 HKD.

On December 20, 2019, the Company issued 21,900,000 shares of restricted common stock to Wong Kai Cheong with a par value of $0.0001 per share, in consideration of $2,190. The $2,190 in proceeds went to the Company to be used as working capital.

On December 20, 2019, the Company issued 21,850,000 shares of restricted common stock to See Unicorn Ventures Sdn. Bhd., a company incorporated in Malaysia, with a par value of $0.0001 per share, in consideration of $2,185. The $2,185 went to the Company to be used as working capital. Our Director, Dato’ Seah Kok Wah, is a shareholder of See Unicorn Ventures Sdn. Bhd.

On December 20, 2019, the Company issued 10,000,000 shares of restricted common stock to SEATech Ventures Corp., a company incorporated in Nevada, with a par value of $0.0001 per share, in consideration of $1,000. The $1,000 went to the Company to be used as working capital. Dato’ Seah Kok Wah is an Officer and Director of and also a shareholder of SEATech Ventures Corp., owning 17.49% of the voting power of SEATech Ventures Corp.

On December 20, 2019, the Company issued 5,000,000 shares of restricted common stock to AsiaFIN Talent Sdn. Bhd., a company incorporated in Malaysia, with a par value of $0.0001 per share, in consideration of $500. The $500 went to the Company to be used as working capital.

Mr. Kang Kok Seng Michael and Mr. Ng Kai Thim are each an Officer and Director of, and also the controlling shareholders of AsiaFIN Talent Sdn. Bhd..

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.

On February 7, 2020, the Company issued 500,000 shares of restricted common stock to Jeremy Wong Zi Jun at the purchase price of $0.10 per share, for a total purchase price of $50,000. The $50,000 in proceeds went to the Company to be used as working capital. Mr. Jeremy Wong Zi Jun is the son of the Mr. Wong Kai Cheong, who is serving as the company’s Chief Executive Director.

On August 3, 2021, the Company issued 837,300 shares of common stock being sold at $1.00 per share for a total of $837,300 through initial public offering.

On December 22, 2022, the Company entered into an acquisition agreement with the shareholders of StarFIN Holdings Limited, to acquire 100% equity stake in StarFIN Holdings Limited in consideration of a new issuance of 8,232,038 shares of restricted common stock, valued at $9,055,242.

On January 20, 2025, the Company issued 364,000 shares of restricted common stock to 14 individual shareholders at the purchase price of $0.90 per share, for a total purchase price of $327,600. The $327,600 in proceeds went to the Company to be used as working capital.

As of March 31, 2025, the Company have an issued and outstanding share of common stock of 81,915,838 with an authorized share of common stock of 600,000,000 with a par value of $0.0001. In addition, the Company have an authorized share of preference stock of 200,000,000 with a par value of $0.0001, however no share of preference stock was issued and outstanding as of March 31, 2025.

14. DIVIDEND

No dividend was declared for the three months ended March 31, 2025.

15. FOREIGN CURRENCY EXCHANGE RATE

The Company cannot guarantee that the current exchange rate will remain stable, therefore there is a possibility that the Company could post the same amount of income for two comparable periods and because of the fluctuating exchange rate post higher or lower income depending on exchange rate converted into US dollars at the end of the financial year. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

16. SEGMENT REPORTING

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has three reportable segments based on business unit, Fintech, RPA and Regtech businesses and two reportable segments based on country, Malaysia and Non-Malaysia.

The Company adopted the ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

	For the Three Months Ended and As of March 31, 2025
By Business Unit	Fintech			Regtech			RPA			Total
Revenue	$	157,413		$	402,601		$	61,165		$	621,179
Cost of revenue		(196,674	)		(290,298	)		(141,120	)		(628,092	)
Gross loss	$	(39,261	)	$	112,303		$	(79,955	)	$	(6,913	)
Share of loss from operation of associate		-			(1	)		-			(1	)
Selling, general and administrative expenses and other income		(124,038	)		(238,721	)		(119,790	)		(482,549	)
Loss from operations		(163,299	)		(126,419	)		(199,745	)		(489,463	)
Total assets	$	1,004,608		$	1,933,441		$	970,202		$	3,908,251
Capital expenditure	$	4,179		$	8,043		$	4,036		$	16,258

F-14

	For the Three Months Ended and As of March 31, 2025
By Country	Malaysia			Non-Malaysia			Total
Revenue	$	621,179		$	-		$	621,179
Cost of revenue		(628,092	)		-			(628,092	)
Gross loss	$	(6,913	)	$	-		$	(6,913	)
Share of loss from operation of associate		(1	)		-			(1	)
Selling, general and administrative expenses and other income		(364,643	)		(117,906	)		(482,549	)
Loss from operations		(371,557	)		(117,906	)		(489,463	)
Total assets	$	3,876,424		$	31,827		$	3,908,251
Capital expenditure	$	16,258		$	-		$	16,258

	For the Three Months Ended and As of March 31, 2024
By Business Unit	Fintech			Regtech			RPA			Total
Revenue	$	290,558		$	192,119		$	37,075		$	519,752
Cost of revenue		(249,978	)		(134,137	)		(113,709	)		(497,824	)
Gross profit	$	40,580		$	57,982		$	(76,634	)	$	21,928
Share of loss from operation of associate		-			(9,599	)		-			(9,599	)
Selling, general and administrative expenses and other income		(117,537	)		(103,172	)		(73,136	)		(293,845	)
Loss from operations		(76,957	)		(54,789	)		(149,770	)		(281,516	)
Total assets	$	1,382,841		$	1,213,827		$	860,435		$	3,457,103
Capital expenditure	$	3,202		$	2,811		$	1,993		$	8,006

	For the Three Months Ended and As of March 31, 2024
By Country	Malaysia			Non-Malaysia			Total
Revenue	$	519,752		$	-		$	519,752
Cost of revenue		(497,824	)		-			(497,824	)
Gross profit	$	21,928		$	-		$	21,928
Share of loss from operation of associate		(9,599	)		-			(9,599	)
Selling, general and administrative expenses and other income		(273,683	)		(20,162	)		(293,845	)
Loss from operations		(261,354	)		(20,162	)		(281,516	)
Total assets	$	3,425,055		$	32,048		$	3,457,103
Capital expenditure	$	8,006		$	-		$	8,006

17. COMPARATIVE FIGURES

The Company has adjusted the comparative figures of cost of revenue and selling, general and administrative expenses in Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2024 from $33,834 to $497,824 and from $759,829 to $295,839 respectively, due to the reclassification of certain items from selling, general and administrative expenses to cost of revenue to conform with current period presentation. The restatements do not have any impact to the accumulated deficit as at March 31, 2024 and net income for the period then ended.

18. SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2025 up through the date the Company presented these unaudited financial statements.

F-15

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 10-K dated March 25, 2025, for the year ended December 31, 2024 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 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the 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 quarter 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/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 quarter 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. (OTCQB: ASFH), a US listed, Nevada, USA Corporation, operates through its wholly owned Malaysia, Hong Kong and StarFIN Holdings Ltd subsidiaries. AsiaFIN's mission is to become the “financial ecosystem enabler” through its solutions in Fintech; Regulatory Technology (REGTECH); ESG Consultancy & Reporting and Robotic Process Automation (RPA) services. AsiaFIN provides services to over 90+ financial institutions and over 100 corporate clients in the Asia and Middle east region including Malaysia, Myanmar, the Philippines, Indonesia, Bangladesh, Pakistan, Thailand, Singapore and now in Saudi Arabia. AsiaFIN’s clients are central banks, financial institutions and large corporation. For further information regarding the company, please visit https://asiafingroup.com

Payment Processing

We have our own web-based payment processing system for check clearing used in central banks, financial institutions and payment system providers. This image-based check truncation system (CTS) is similar to the one used in the United States of America, under the CHECK21 standards. Our CTS systems are sold in Malaysia, Singapore, Indonesia, Philippines, Myanmar, Thailand, Pakistan and Bangladesh.

We also have a ISO20022 compliant payment gateway solutions for central bank and financial institutions that is capable of supporting the Straight Through Processing (STP) of all types of payment transactions (including SWIFT, Real-Time Gross Settlement (RTGS), GIRO (NACHA standards) and FAST payment and extendable to interface with various types of payment gateways. Our STP payment gateway are sold in Malaysia, Myanmar and Indonesia.

RegTech

We have a regulatory and financial reporting (RegTech) system which conform to XBRL reporting standards and other compliance reporting required by Regulatory agencies such as Central Bank, Securities Commission, Tax Authority Department and Companies Registry. Our reporting platform covers financial statistic reporting, credit risk exposure and analysis, risk management reports, FATCA & CRS reporting, external sector reporting, Goods and Services Tax (GST) reporting for reporting entities and lately e-Invoicing reporting for large corporations. We have more than 30 financial institutions and 20 large corporations using this Regtech platform.

Additionally, the company plans to further develop a RegTech Software as a Service (SaaS) solution for public listed companies and financial institution for Environmental, Social and Governance (ESG) compliant reporting. ESG guidelines have already been issued by Bank Negara Malaysia, the central bank of Malaysia and Bursa Malaysia Stock Exchange for their members in reducing carbon footprint. We have spinoff a company, TellUS Report Sdn Bhd, to focus on this new line of business in both the consultancy and reporting.

Robotic Process Automation

We have our own Artificial Intelligent (AI) based, Robotic Process Automation Software (RPA) solutions for financial institutions, large corporations and small medium enterprises. RPA utilises software Robots for the automation of mundane, labour intensive, manual computer operations. Robots are utilized for the processes where it helps to reduce operational costs and also costs arising from human error. Our system automates the capturing of customer information from identity cards, passports and other identification peripherals. Our solution will automatically extract data from customers’ identity card, passport, etc. and will immediately fill-in the forms, eliminating the friction and errors caused by manual input, through Intelligent Character Recognition technology and other AI based technologies. Information extracted from an official identification document will then be checked against existing financial institutions database for regulatory screening in Internal Blacklist Check, Anti Money Laundering, Credit Scoring Check, FATCA, Common Reporting Standard (CRS) and ESG reporting, etc.

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Results of operations

Three months ended March 31, 2025 and 2024

	For the Three Months Ended March 31,										Increase (decrease) in
	2025					2024					2025 compared to 2024
		(In U.S. dollars, except for percentages)
Revenue	$	621,179		100.0	%	$	519,752		100.0	%	$	101,427		19.5	%
Cost of revenue		(628,092	)	(101.1	)%		(497,824	)	(95.8	)%		130,268		26.2	%
Gross (loss)/profit		(6,913	)	(1.1	)%		21,928		4.2	%		(28,841	)	(131.5	)%
Share of loss from operation of associate		(1	)	(0.0	)%		(9,599	)	(1.8	)%		(9,598	)	(100.0	)%
Selling, general and administrative expenses		(485,831	)	(78.2	)%		(295,839	)	(56.9	)%		189,992		64.2	%
Other income		3,282		0.5	%		1,994		0.4	%		1,288		64.6	%
Loss from operations		(489,463	)	(78.8	)%		(281,516	)	(54.2	)%		207,947		73.9	%
Income tax expense		-		-	%		-		-	%		-		-%
Net loss		(489,463	)	(78.8	)%		(281,516	)	(54.2	)%		207,947		73.9	%
Net income attributable to non-controlling interest		7,034		1.1	%		3,405		0.7	%		3,629		106.6	%
Net loss attributed to common shareholders of AsiaFIN Holdings Corp.	$	(482,429	)	(77.7	)%	$	(278,111	)	(53.5	)%	$	204,318		73.5	%

Revenues

For the three months ended March 31, 2025, the Company generated revenue in the amount of $621,179. 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, 2024, the Company generated revenue in the amount of $519,752. The revenue was generated as a result of the Company having provided services related to information technology business to the customers.

Selling, General and Administrative Expenses

For the three months ended March 31, 2025, the Company had selling, general and administrative expenses in the amount of $485,831. These were primarily comprised of salary expenses, credit loss allowance, consultancy fee, advertisement fee, transportation charges and travelling expenses.

For the three months ended March 31, 2024, the Company had selling, general and administrative expenses in the amount of $295,839. These were primarily comprised of salary expenses, insurance, consultancy fee and travelling expenses.

The significant increase in general and administrative expenses was primarily attributable to higher salary expenses, as the Company recruited more employees to support their business expansion, and an increase in credit loss allowance, due to challenges in collecting receivables from debtors.

Net Loss

For the three months ended March 31, 2025, the Company has incurred a net loss of $482,429.

For the three months ended March 31, 2024, the Company has incurred a net loss of $278,111.

Liquidity and Capital Resources

Three months ended March 31, 2025 and 2024

Cash Used in/Provided by Operating Activities

For the three months ended March 31, 2025, the Company has used $45,148 in operating activity, of which primarily consist of net loss, minority interest, disposal of asset, decrease in other payables and accrued liabilities, increase in tax assets, decrease in income tax payable and reduction in lease liability contra by share of loss from operation of associate, depreciation and amortization, provision for credit loss allowance, increase in account payables, decrease in account receivables, decrease in prepayment, deposits and other receivables and increase in deferred revenue.

For the three months ended March 31, 2024, the Company has received $126,777 provided by operating activity, of which primarily consist of share of loss from operation of associate, depreciation and amortization, provision for credit loss allowance, increase in account payable, decrease in account receivable, increase in deferred revenue contra by net loss, minority interest, increase in prepayment, deposits and other receivables, decrease in other payables and accrued liabilities, decrease in tax assets and reduction in lease liability.

Cash Used in Investing Activities

For the three months ended March 31, 2025, the Company has invested $5,010 in investing activities, for the acquisition of computer systems, furniture and fittings, and investment in associate.

For the three months ended March 31, 2024, the Company has invested $43,479 in investing activities, for the acquisition of computer systems and mobile phones and investment in associate.

Cash Used in Financing Activities

For the three months ended March 31, 2025, the Company has used $7,026 in financing activity, primarily consist of proceeds from share issuance and advances to director.

For the three months ended March 31, 2024, the Company has used $18,827 in financing activity, primarily consist of advances to director.

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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 March 31, 2025.

Contractual Obligations

The contractual obligations presented in the table below represent our estimates of future cash payments under fixed contractual obligations.

The following table summarizes our contractual obligations as of March 31, 2025:

	Total		Due within 1 year
Operating lease obligations1	$	633,716	$	58,891
Loan obligation2		135,242		67,621
Total contractual obligations	$	768,958	$	126,512

¹Amount includes operating lease right-of-use obligations. We have one office space leasing agreement with our Chief Executive Officer and director, Mr. Wong Kai Cheong, and three office space leasing agreements with third party.

²Represents the loan agreement with our Chief Executive Officer and director, Mr. Wong Kai Cheong, for the acquisition of property.

There were no outstanding obligations that were considered material as of March 31, 2025.

Critical Accounting Policies and Estimates

Use of estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to, among others, the allowance for credit losses, impairment analysis of real estate assets and other long-term assets including goodwill, valuation allowance on deferred income taxes, and the accrual of potential liabilities. Actual results may differ from these estimates.

Credit losses

The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables.

Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecasts. Based on the aging categorization and the adjusted loss rate per category, an allowance for credit losses is calculated by multiplying the adjusted loss rate with the amortized cost in the respective age category.

Revenue recognition

The Company follows the guidance of ASC 606, “Revenue from Contracts” (“ASC 606”). ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

The Company’s revenue consists of revenue from providing information technology services such as business system integration and management services, computer programming activities and services to the customers.

Fair value of financial instruments

The carrying value of the Company’s financial instruments: cash and cash equivalents, trade receivable, deposits and other receivables, amount due to related parties, trade payables and other payables approximate at their fair values because of the short-term nature of these financial instruments. The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

Level 1 : Observable inputs such as quoted prices in active markets;

Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company did not have any non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis.

Recent Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company already adopted this ASU on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires disaggregated information about the reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company already adopted this ASU on its consolidated financial statements and related disclosures.

Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on our consolidated financial statements and related disclosures.

Item 3 Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4 Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of March 31, 2025. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded that our disclosure controls and procedures were not effective.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (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; (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; 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, 2025.

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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 accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; 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, 2025. 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, 2025, 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 three months ending March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We are not subjected to nor engaged in any litigation, arbitration or claim of material importance, and no litigation, arbitration or claim of material importance is known to us to be pending or 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 our Company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

All unregistered sale of equity securities was reported in Current Reports on Form 8-K filed with SEC on January 24, 2025.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

Insider Trading Arrangements

During the quarter ended March 31, 2025, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement”.

ITEM 6. Exhibits

31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer
31.2	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer and principal accounting officer
32.1	Section 1350 Certification of principal executive officer
32.2	Section 1350 Certification of principal financial officer and principal accounting officer
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AsiaFIN Holdings Corp.
	(Name of Registrant)
Date: May 12, 2025	By:	/s/ Wong Kai Cheong
	Title:	Chief Executive Officer, President, Director, Secretary and Treasurer
		(Principal Executive Officer)
Date: May 12, 2025	By:	/s/ Cham Hui Yin
	Title:	Finance Manager
		(Principal Financial Officer and Principal Accounting Officer)

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