United States securities and exchange commission logo





                               January 14, 2021

       Kai Cheong Wong
       Chief Executive Officer
       AsiaFin Holdings Corp.
       Suite 30.02, 30th Floor, Menara KH (Promet)
       Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia

                                                        Re: AsiaFin Holdings
Corp.
                                                            Registration
Statement on Form S-1
                                                            Filed December 17,
2020
                                                            File No. 333-251413

       Dear Mr. Wong:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-1 filed December 17, 2020

       Risk Factors, page 4

   1.                                                   The description of the
experience of your chief executive officer and directors on page
                                                        25 and your operations
in Hong Kong and Malaysia appear to indicate that your chief
                                                        executive officer and
directors are located outside of the United States. Please include
                                                        risk factor disclosure
pertaining to the difficulty that U.S. stockholders may face in
                                                        effecting service of
process against your officers and directors, enforcing judgments
                                                        obtained in U.S. courts
or foreign courts based on the civil liability provisions of the U.S.
                                                        federal securities laws
against them, and bringing an original action in foreign courts to
                                                        enforce liabilities
based on the U.S. federal securities laws against them.
 Kai Cheong Wong
FirstName  LastNameKai
AsiaFin Holdings Corp. Cheong Wong
Comapany
January 14,NameAsiaFin
            2021       Holdings Corp.
January
Page 2 14, 2021 Page 2
FirstName LastName
Business Information, page 17

2.       Your disclosure here provides that your subsidiary in Hong Kong
functions as your
         "current regional hub, carrying out the majority of [your] physical
operations." Yet
         disclosure throughout the rest of your filing indicates that your
"operating office [is]
         in Menara KH, Malaysia" and that you have no other physical offices or
operations
         elsewhere. Please revise your disclosure to reconcile these
inconsistencies.
         Additionally, please revise your disclosure here to describe the
effect of existing or
         probable government regulations upon your business as a result of your
operations in
         China and Malaysia. This disclosure should cover all relevant PRC and
Malaysian
         regulations, including regulations relating to foreign investment as
well as regulations that
         are particular to the industry in which you are and will be operating.
Refer to Item
         101(h)(4)(ix) of Regulation S-K. Further, please add a risk factor
that
         addresses limitations on the ability of U.S. regulators, such as the
Department of Justice,
         the SEC, and other authorities, to conduct investigations and
inspections within China.
Description of Business, page 17

3.       Please substantially revise your Description of Business section as
well as the disclosure
         throughout your prospectus to disclose the precise status of your
business with respect
         to your consulting services in the    Focus Solutions    areas of
Unattended Payment
         Kiosk    and    Payment Processing.    As currently written, it is
unclear whether you are
         currently engaged in such operations, or whether you intend to engage
in such operations
         in the future. In this regard, we note that your disclosure in the
Management's Discussion
         and Analysis section, prospectus cover page, and on page 1 of your
Prospectus Summary
         section suggests that you currently provide consultancy services in
the focus area of
         Unattended Payment Kiosk and Payment Processing and that you have
earned revenue
         from such services for the fiscal year ended August 31, 2020. By
contrast, however, your
         disclosure in your Description of Business section under the
sub-headings "Payment
         Processing" on page 17, "Unattended Payment Kiosk" on page 18, and
"Future Plans" on
         page 18 suggests that you only intend to provide consulting services
in these focus areas
         and plan to develop your Payment Processing and Unattended Payment
Kiosk focus
         areas in the future. Further, your risk factors state that you are
still in the process of
         developing an    effective business plan,    do not have a
definitive marketing plan to
         acquire customers,    "have no arrangements in place . . . to be able
to fully implement
         [y]our business plan,    and, therefore, suggest that all focus areas
of your business are still
         in the development stage.
4.       We note your disclosure on page F-10 indicating that Customer A and
Customer B
         accounted for 61% and 39% of your revenue, respectively, for your
fiscal year ended
         August 31, 2020. Based on the disclosure in Notes 5 and 10 to the
financial statements, it
         appears that these customers may be related parties. If so, please
revise your disclosure
         where you discuss your customers and revenues to identify such
customers and clearly
         state that your only customers to date are related parties. Please
also discuss the services
 Kai Cheong Wong
AsiaFin Holdings Corp.
January 14, 2021
Page 3
         provided to such customers, so investors can understand how they
relate to your current
         business plan. Please also tell us whether you have a contract with
such customers for
         additional services.
5.       Please discuss your relationship with the vendors discussed in Note 12
to the financial
         statements, including what role they play in the market research and
consultancy services
         provided to your customers and what you are purchasing from these
vendors. In this
         regard, we note that the purchase amount from the vendor is a
substantial percentage of
         the revenues generated from your customers. Please also disclose
whether the vendors are
         related parties or are otherwise affiliated with the company.
Selling Shareholders, page 21

6.       Please revise this section to provide disclosure responsive to Item
507 of Regulation S-K,
         including the nature of any material relationship which any selling
security holder has had
         within the past three years with you or your affiliates. In this
regard, we note that your
         disclosure in the "Certain Relationships and Related Transactions"
section on page 28
         appears to suggest that every selling shareholder included in your
selling shareholder table
         on page 21 is a related person and/or entity that had or will have a
material relationship
         with your company. To the extent any of your selling shareholders has
         a material relationship with you or any of your affiliates, please
revise the Selling
         Shareholders section to reflect this.
Plan of Distribution
Procedures for Subscribing (Shares offered by us,    The Company   ), page 22

7.       Please clarify whether you have any plans to place any proceeds of the
offering in
         escrow. In this regard, we note the disclosure on your cover page,
disclosing
         that proceeds of the offering from the sale of your common stock will
be placed directly
         into your company's "account and or the account of one of its
subsidiaries." Yet your
         disclosure here and in your subscription agreement suggests that you
may be using an
         escrow agent in connection with this offering. Please advise and
reconcile as appropriate.
Certain Relationships and Related Transactions, page 28

8.     Please ensure that you provide all information required by Item 404 of
Regulation S-K for
       each disclosed transaction. In this regard, please ensure that you
include the name of each
       related person, disclose the basis on which the person is a related
person, the related
       person   s interest in the transaction, the approximate dollar value of
the amount involved,
       and the approximate dollar value of the amount of the related person   s
interest in each
       transaction. We further note related party transactions with Insite MY
Systems Sdn Bhd,
FirstName LastNameKai Cheong Wong
       GLS IT Solutions Sdn Bhd, and SEATech Ventures (HK) Limited in Note 10
to your
Comapany    NameAsiaFin
       financial statementsHoldings   Corp.
                             that are not disclosed here. Please revise this
section to disclose these
       transactions  and
January 14, 2021 Page 3  provide  the information  required by Item 404.
FirstName LastName
 Kai Cheong Wong
FirstName  LastNameKai
AsiaFin Holdings Corp. Cheong Wong
Comapany
January 14,NameAsiaFin
            2021       Holdings Corp.
January
Page 4 14, 2021 Page 4
FirstName LastName
Notes to Consolidated Financial Statements
Note 1. Organazation and Business Background, page F-7

9.       You disclose that on December 18, 2019, you acquired 100% of the
equity interests in
         AsiaFIN Holdings Corp. and on December 23, 2019, AsiaFIN Holdings
Corp. acquired
         AsiaFIN Holdings Limited. Regarding these acquisitions, please provide
all of the
         disclosures required by ASC 805-10-50.
Exhibits

10.      Please have your independent registered public accounting firm correct
its consent filed as
         exhibit 23.1. The consent references the registration statement on
Form S-1 of AsiaFIN
         Holdings Corp., Limited, but it appears that it should reference the
registrant, AsiaFIN
         Holdings Corp.
General

11.      Please provide us with supplemental copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         have presented or expect to present to potential investors in reliance
on Section 5(d) or
         Rule 163B of the Securities Act, whether or not you retained, or
intend to retain, copies of
         those communications. Please contact the staff member associated with
the review of this
         filing to discuss how to submit the materials, if any, to us for our
review.
12.      We note that you have nominal operations and assets (or assets
consisting solely of cash
         or cash equivalents). It appears, therefore, that you are a shell
company as defined under
         Rule 405 of the Securities Act of 1933. Please revise your filing,
including the cover page
         and Prospectus Summary, to disclose that you are a shell company as
defined under the
         Securities Act; please further disclose in appropriate places,
including the Risk Factors
         section, the consequences, challenges and risks of that status and the
potential reduced
         liquidity or illiquidity of your securities. In particular, please
ensure you discuss the
         resale limitations of Rule 144(i) in your filing. If you do not
believe you are a shell
         company, please provide us with your legal analysis in support of your
belief.
 Kai Cheong Wong
FirstName  LastNameKai
AsiaFin Holdings Corp. Cheong Wong
Comapany
January 14,NameAsiaFin
            2021       Holdings Corp.
January
Page 5 14, 2021 Page 5
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Patrick Kuhn at (202) 551-3308 or Angela Lumley at (202)
551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas Lamparski at (202) 551-4695 or Erin Jaskot at (202) 551-3442
with any other
questions.




                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Trade &
Services