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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 June 30, 2023

 

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 August 14, 2023
Common Stock, $0.0001 par value   81,551,838

 

 

 

 

 

 

TABLE OF CONTENTS

 

    Page
PART I FINANCIAL INFORMATION  
     
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: F-1
     
  UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 AND DECEMBER 31, 2022 (Audited) F-1
     
  UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022 F-2
     
  UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 F-3
     
  UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 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 JUNE 30, 2023 AND DECEMBER 31, 2022 (Audited)

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

 

  

As of

June 30, 2023

  

As of

December 31, 2022

 
   Unaudited   Audited 
ASSETS          
Current assets          
Cash and cash equivalents  $1,263,839   $874,690 
Trade receivables, net   591,461    - 
Prepayment, deposits and other receivables   124,488    3,000 
Tax assets   289,834    - 
Total current assets  $2,269,622   $877,690 
           
Non-current Assets          
Right-of-use assets, net  $100,944   $- 
Property, plant and equipment, net   526,492    - 
Deferred income tax assets   824    - 
Investment in associates   8,164    - 
Total non-current assets  $636,424   $- 
           
TOTAL ASSETS  $2,906,046   $877,690 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities          
Other payables and accrued liabilities  $617,338   $17,805 
Trade payable   40,429    3,357 
Income tax payable   3,357    - 
Amount due to director   238,483    - 
Amount due to related parties   1,416    - 
Hire purchase – current portion   10,191    - 
Lease liability – current portion   81,810    - 
Total current liabilities  $993,024   $21,162 
           
Non-current liabilities          
Hire purchase – non-current portion  $4   $- 
Lease liability – non-current portion   19,134    - 
Deferred tax liabilities   12,899    - 
Total non-current liabilities  $32,037   $- 
           
TOTAL LIABILITIES  $1,025,061   $21,162 
           
STOCKHOLDERS’ EQUITY          
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; 81,551,838 and 73,319,800 shares issued and outstanding as of June 30, 2023 and December 31, 2022   8,155    7,332 
Additional paid-in capital   10,467,687    1,413,268 
Accumulated other comprehensive loss   (335,710)   - 
Accumulated deficit   (8,259,147)   (564,072)
           
TOTAL STOCKHOLDERS’ EQUITY  $1,880,985   $856,528 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $2,906,046   $877,690 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

F-1

 

 

ASIAFIN HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

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

 

   2023   2022   2023   2022 
   Three months ended June 30,   Six months ended June 30, 
   2023   2022   2023   2022 
REVENUE  $643,479   $-   $1,118,281   $- 
                     
COST OF REVENUE   (60,738)   -    (114,400)   - 
                     
GROSS PROFIT   582,741    -    1,003,881    - 
                     
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES   (629,942)   (42,287)   (1,385,097)   (50,946)
                     
LOSS FROM OPERATIONS   (47,201)   (42,287)   (381,216)   (50,946)
                     
OTHER INCOME   8,208    3,979    7,587    6,514 
                     
LOSS BEFORE INCOME TAX   (38,993)   (38,308)   (373,629)   (44,432)
                     
INCOME TAX PROVISION   29,719    -    29,719    (241)
                     
NET LOSS   (9,274)   (38,308)   (343,910)   (44,673)
                     
Other comprehensive income:                    
- Foreign currency translation income   (71,005)   -    (75,658)   - 
                     
TOTAL COMPREHENSIVE LOSS   (80,279)   (38,308)   (419,568)   (44,673)
                     
NET LOSS PER SHARE, BASIC AND DILUTED   (0.00)   (0.00)   (0.01)   (0.00)
                     
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED   81,551,838    73,319,800    79,095,871    73,319,800 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

F-2

 

 

ASIAFIN HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

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

 

  

NUMBER OF

SHARES

   AMOUNT  

ADDITIONAL

PAID-IN

CAPITAL

  

ACCUMULATED

DEFICIT

  

ACCUMULATED COMPREHENSIVE

LOSS

  

TOTAL

STOCKHOLDERS’

EQUITY

 
   COMMON STOCK                 
  

NUMBER OF

SHARES

   AMOUNT  

ADDITIONAL

PAID-IN

CAPITAL

  

ACCUMULATED

DEFICIT

  

ACCUMULATED COMPREHENSIVE

LOSS

  

TOTAL

STOCKHOLDERS’

EQUITY

 
Balance as of December 31, 2021   73,319,800   $7,332   $1,413,268   $(451,870)  $                  -   $     968,730 
Net loss for the period   -    -    -    (6,365)   -    (6,365)
Balance as of March 31, 2022   73,319,800    7,332    1,413,268    (458,235)   -    962,365 
Net loss for the period   -    -    -    (38,308)   -    (38,308)
Balance as of June 30, 2022   73,319,800   $7,332   $1,413,268   $(496,543)  $-   $924,057 

 

   COMMON STOCK                 
  

NUMBER OF

SHARES

   AMOUNT  

ADDITIONAL

PAID-IN

CAPITAL

  

ACCUMULATED

DEFICIT

  

ACCUMULATED COMPREHENSIVE

LOSS

  

TOTAL

STOCKHOLDERS’

EQUITY

 
Balance as of December 31, 2022   73,319,800   $7,332   $1,413,268   $(564,072)  $-   $856,528 
Issuance of share for acquisition of StarFIN Holdings Limited on February 23, 2023   8,232,038    823    9,054,419    (7,351,165)   

(260,052

)   1,444,025 
Net loss for the period   -    -    -    (334,636)   -    (334,636)
Foreign currency translation   -    -    -    -    (4,653)   (4,653)
Balance as of March 31, 2023   81,551,838    8,155    10,467,687    (8,249,873)   (264,705)   1,961,264 
Net loss for the period   -    -    -    (9,274)   -    (9,274)
Foreign currency translation   -    -    -    -    (71,005)   (71,005)
Balance as of June 30, 2023   81,551,838   $8,155   $10,467,687   $(8,259,147)  $(335,710)  $1,880,985 

 

See accompanying notes to unaudited condensed consolidated financial statements

 

F-3

 

 

ASIAFIN HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

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

 

  

Six Months

Ended

June 30, 2023

  

Six Months

Ended

June 30, 2022

 
         
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(343,910)  $(44,673)
           
Adjustments to reconcile net profit to net cash used in operating activities:          
Depreciation and amortization   88,735    - 
           
Changes in operating assets and liabilities:          
Account payable   17,518    (4,200)
Account receivable   45,073    - 
Prepayment, deposits and other receivables   70,179    (1,751)
Other payables and accrued liabilities   153,188    (6,200)
Deferred revenue   131,523    - 
Tax assets   227,448    - 
Deferred income tax assets   4,302    - 
Income tax payable   (200,413)   - 
Change in lease liability   (44,537)   - 
           
Net cash provided by/(used in) operating activities  $149,106   $(56,824)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Purchase of property, plant and equipment   (17,141)   - 
           
Net cash used in financing activities  $(17,141)  $- 
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Repayment to director   (30,397)   - 
Repayment of hire purchase   (5,637)   - 
Advances to related companies   (173)   - 
Dividend paid   (378,931)   - 
           
Net cash used in financing activities  $(415,138)  $- 
           
Effect of exchange rate changes on cash and cash equivalents  $(33,158)  $- 
           
Net increase/(decrease) in cash and cash equivalents  $(316,331)  $(56,824)
Cash and cash equivalents, beginning of year   1,580,170    980,681 
           
CASH AND CASH EQUIVALENTS, END OF YEAR  $1,263,839   $923,857 
           
SUPPLEMENTAL CASH FLOWS INFORMATION          
Cash paid for income taxes  $53,272   $- 
Cash paid for interest paid  $-   $- 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

F-4

 

 

ASIAFIN HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(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 at July 15, 2019  1 shares of common stock  Investment holding company
             
2  AsiaFIN Holdings Limited  Hong Kong at July 5, 2019  1 shares of common stock  Investment holding company
             
3  StarFIN Holdings Limited  British Virgin Island at August 19, 2021  10,000 shares of common stock  Investment holding company
             
4  StarFIN Asia Sdn Bhd  Malaysia at May 24, 2018  11,400,102 shares of common stock  Investment holding company
             
5  OrangeFIN Academy Sdn Bhd  Malaysia at February 2, 2000  100,000 shares of common stock  Provision of business system integration and management services
       `      
6  Insite MY Systems Sdn Bhd  Malaysia at January 18, 2000  500,000 shares of common stock  Provision of information technology services
             
7  Insite MY Innovations Sdn Bhd  Malaysia at January 18, 2010  540,000 shares of common stock  Provision of information technology services
             
8  OrangeFIN Asia Sdn Bhd  Malaysia at January 25, 2018  50,000 shares of common stock  Provision of computer programming activities and services

 

No. 

Associate

Company Name

  Domicile and Date of Incorporation 

Particulars of

Issued Capital

  Principal Activities
1  Murni StarFIN Sdn Bhd  Malaysia at September 9, 2022  100,000 shares of common stock  Provision of information technology services

 

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

 

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. Below is the organization chart of the Group.

 

The accompanying unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2023 and 2022 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The Condensed Consolidated Balance Sheet information as of December 31, 2022 was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 16, 2023. These financial statements should be read in conjunction with that report.

 

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries 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 noncontrolling interests in equity. Acquired businesses are included in the consolidated financial statements from the date on which control is transferred to the Company. Subsidiaries are deconsolidated from the date that control ceases. All inter-company accounts and transactions have been eliminated in consolidation.

 

 

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 $53,557, 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

 

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.

 

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.

 

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.

 

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

 

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

   As of and for the period ended June 30 
   2023   2022 
Period-end MYR : US$1 exchange rate   4.67    4.41 
Period-average MYR : US$1 exchange rate   4.49    4.29 
Period-end HK$ : US$1 exchange rate   7.75    7.85 
Period-average HK$ : US$1 exchange rate   7.75    7.83 

 

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 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 June 30, 2023, the Company did not have any nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis.

 

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.

 

Recently Adopted Accounting Standards

 

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. In November 2019, the FASB issued ASU 2019-10 highlighted the adoption timeline. For smaller reporting entities, Topic 326 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, of which is effective for the Company on January 1, 2023.

 

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.

 

Recently Issued Accounting Standards

 

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. BUSINESS COMBINATIONS

 

On January 23, 2023, the Company acquired 100% equity interest in StarFIN Holdings Limited and its subsidiaries which offers a range of system solutions services naming from Payment Processing, Robotic Process Automation (RPA), and Regulatory Technology (RegTech) services through its wholly owned subsidiaries, which are StarFIN Asia Sdn Bhd., OrangeFIN Asia Sdn. Bhd., OrangeFIN Academy Sdn. Bhd., Insite MY Innovations Sdn. Bhd., and Insite MY Systems Sdn. Bhd.

 

The acquisition of SFHL has been accounted for under the 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.

 

4. TRADE RECEIVABLE

  

As of

June 30, 2023

  

As of

December 31, 2022

 
Trade receivable, gross  $672,270   $                - 
Allowance for expected credit loss   (80,809)   - 
Trade receivable, net  $591,461   $- 

 

5. PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES

  

As of

June 30, 2023

  

As of

December 31, 2022

 
Rental deposits  $25,783   $- 
Prepaid expenses   94,376    - 
Other receivables   250    3,000 
Other deposits   4,079    - 
Unbilled revenue   -    - 
Total  $124,488   $3,000 

 

The rental deposits represent the deposit of the tenancy agreements.

 

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

 

Other receivables include deposits payment made for utility purposes, car park for director and employees.

 

Other deposits primarily consist of deposit made for security deposit for renovation.

 

6. PROPERTY, PLANT AND EQUIPMENT, NET

  

As of

June 30, 2023

  

As of

December 31, 2022

 
Computer systems  $247,288   $              - 
Furniture and fittings   78,222    - 
Electrical fittings   9,370    - 
Handphone   48,641    - 
Office equipment   90,594    - 
Renovation   78,058    - 
Motor vehicle   358,577    - 
Property   396,324    - 
Total property, plant and equipment  $1,307,074   $- 
Less: Accumulated depreciation   (780,582)   - 
Total property, plant and equipment, net  $526,492   $- 

 

   For six months ended June 30, 2023   For the year ended December 31, 2022 
Investment in computer systems  $9,741   $              - 
Investment in furniture and fittings   -    - 
Investment in handphone   1,894    - 
Investment in office equipment   5,152    - 
Investment in renovation   354    - 
Investment in property   -    - 
Total investment in property and plant  $17,141   $- 
           
Depreciation for the period   44,198   $- 

 

For the year ended December 31, 2022, the Company acquired a property amounted $420,225 financed through loan from director which is unsecured, non-interest bearing and payable on demand and cash in hand.

 

F-10

 

 

7. OTHER PAYABLES AND ACCRUED LIABILITIES

  

As of

June 30, 2023

  

As of

December 31, 2022

 
Accrued expenses  $199,112   $17,805 
Other payable   48,370    - 
Receipt in advance   369,856    - 
Total  $617,338   $17,805 

 

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

 

Other payable includes primarily service tax payable.

 

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

 

8. AMOUNT DUE TO DIRECTOR

 

As of June 30, 2023, the company had an outstanding amount due to director amounted $238,483, mainly consist of a loan from Mr. Wong Kai Cheng for the acquisition of property.

 

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

 

F-11

 

 

9. AMOUNT DUE TO A RELATED PARTIES

 

As of June 30, 2023, the Company has an outstanding amount due to a number of related companies with common director and shareholder pertaining to miscellaneous expenses made by these related parties on behalf in aggregate amounted $1,416.

 

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

 

For the six months ended June 30, 2023, the Company has paid $47,475 to Ms. Tan Siew Meng, spouse of our Chief Executive Officer, Mr. Wong Kai Cheong pertaining to leasing of office space.

 

10. HIRE PURCHASE

 

On April 30, 2021, the Company through subsidiary acquired a motor vehicle amounted $69,148 financed by $36,006 hire purchase loan for 36 months at a fixed flat rate of 1.88% per annum with first installment commencing June 5, 2021 and monthly installment amounted approximately $1,063. Remaining balance finance through cash in hand.

 

For the six months ended June 30, 2023, the Company repaid $5,637 in hire purchase loan with an outstanding $10,195 as of June 30, 2023.

 

Maturities of the loan for each of the two years and thereafter are as follows:

 

Year ending December 31    
2023  $5,519 
2024  $4,676 
Total  $10,195 

 

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

 

Right-Of-Use Assets     
Purchase price allocation pertaining to acquisition of StarFIN Holdings Limited  $134,807  
New lease recognized   16,610 
Amortization for the six months ended June 30, 2023   (44,537)

Adjustment for foreign currency translation difference

   

(5,936

)
Balance as of June 30, 2023  $100,944 
      
Lease Liability     
Purchase price allocation pertaining to acquisition of StarFIN Holdings Limited  $

134,807

 
New lease recognized   16,610 
Imputed interest for six months ended June 30, 2023   2,938 
Gross repayment for six months ended June 30, 2023   (47,475)
Adjustment for foreign currency translation difference   

(5,936

)
Balance as of June 30, 2023   100,944 
      
Lease liability current portion   81,810 
Lease liability non-current portion  $19,134 

 

F-12

 

 

Other information:

   Six months ended June 30, 2023   Six months ended June 30, 2022 
Cash paid for amounts included in the measurement of lease liabilities:          
Operating cash flow to operating lease  $47,475   $      - 
Right-of-use assets obtained in exchange for operating lease liabilities   -    - 
Remaining lease term for operating lease (years)   0.96    - 
Weighted average discount rate for operating lease   5.40%   -%

 

12. CONCENTRATION OF RISK

 

(a) Major Customers

 

For the three months ended June 30, 2023, the Company generated total revenue of $643,479, of which one customer accounted for more than 10% of the Company’s total revenue. For the three months ended June 30, 2022, the Company does not generate any revenue and hence there was no customer accounted for more than 10% of the Company’s revenue. The customers who accounted for more than 10% of the Company’s total revenue and its outstanding receivable balance at period-end is presented below:

 

   For the three months ended June 30 
   2023   2022   2023   2022   2023   2022 
   Revenue  

Percentage of

Revenue

  

Accounts

receivable, gross

 
                         
Customer E  $67,064   $  -    10%   -%  $67,064   $  - 
Others   576,415    -    90%   -%   76,527    - 
Total  $643,479   $-    100%   -%  $143,591   $- 

 

For the six months ended June 30, 2023, the Company generated total revenue of $1,118,281, of which no customer accounted for more than 10% of the Company’s total revenue. For the six months ended June 30, 2022, the Company does not generate any revenue and hence there was no customer accounted for more than 10% of the Company’s revenue.

 

(b) Major Suppliers

 

For the three months ended June 30, 2023, the Company incurred cost of revenue of $60,738, of which two suppliers accounted for more than 10% of the Company’s cost of revenue. For the three months ended June 30, 2022, the Company does not incur any cost of revenue and hence there was no supplier accounted for more than 10% of the Company’s cost of revenue. The suppliers who accounted for more than 10% of the Company’s cost of revenue and its outstanding payable balance at period-end is presented below:

   For the three months ended June 30 
   2023   2022   2023   2022   2023   2022 
   Cost of revenue  

Percentage of

Cost of revenue

  

Accounts

payable, trade

 
                         
Supplier A  $46,018   $   -    76%     -%  $19,139   $    - 
Supplier B   9,362    -    15%   -%   10,580    - 
Others   5,358    -    9%   -%   10,710    - 
Total  $60,738   $-    100%   -%  $40,429   $- 

 

For the six months ended June 30, 2023, the Company incurred cost of revenue of $114,400, of which two suppliers accounted for more than 10% of the Company’s cost of revenue. For the six months ended June 30, 2022, the Company does not incur any cost of revenue and hence there was no supplier accounted for more than 10% of the Company’s cost of revenue. The suppliers who accounted for more than 10% of the Company’s cost of revenue and its outstanding payable balance at period-end is presented below:

 

   For the six months ended June 30 
   2023   2022   2023   2022   2023   2022 
   Cost of revenue  

Percentage of

Cost of revenue

  

Accounts

payable, trade

 
                         
Supplier A  $69,895   $    -    61%     -%  $19,139   $    - 
Supplier B   22,783    -    20%   -%   10,580    - 
Others   21,722    -    19%   -%   10,710    - 
Total  $114,400   $-    100%   -%  $40,429   $- 

 

Our Chief Executive Officer, Mr. Wong Kai Cheong is a majority shareholder of Supplier A.

 

13. INCOME TAXES

 

The loss before income taxes of the Company for the six months ended June 30, 2023 and 2022 were comprised of the following:

   2023   2022 
   For the six months ended June 30 
   2023   2022 
Tax jurisdictions from:          
- Local  $(157,072)  $(32,208)
- Foreign, representing:          
Hong Kong   (21,376)   (13,503)
British Virginia Island (non-taxable jurisdiction)   (300)   - 
Labuan, Malaysia (non-taxable jurisdiction)   4,508    1,279 
Malaysia   (199,389)   - 
Income before income taxes  $(373,629)  $(44,432)

 

Provision for income taxes consisted of the following:

   2023   2022 
   For the six months ended June 30 
   2023   2022 
Current:          
- Local  $-   $- 
- Foreign  $-   $241 
           
Deferred tax assets:          
- Local  $-   $- 
- Foreign  $824   $- 
           
Deferred tax liabilities:          
- Local  $-   $- 
- Foreign  $12,899   $- 
           
Income tax payable:          
- Local  $-   $- 
- Foreign  $3,357   $- 

 

F-13

 

 

All Malaysia companies are subject to the Malaysia Corporate Tax Laws at a two-tier corporate income tax rate based on amount of paid-up capital. The 2022 tax rate for company with paid-up capital of MYR 2,500,000 (approximately $567,872) or less and that are not part of a group containing a company exceeding this capitalization threshold is 17% on the first MYR 600,000 (approximately $136,289) taxable profit with the remaining balance being taxed at 24%.

 

14. DIVIDEND

 

For the year ended December 31, 2022, Insite MY Innovations Sdn Bhd and Insite MY Systems Sdn Bhd, passed a board resolution for declaration of dividend amounted MYR1,700,000 (approximately $385,680) and MYR4,294,000 (approximately $974,182), respectively to StarFIN Asia Sdn Bhd. Subsequently, StarFIN Asia Sdn Bhd passed a board resolution for declaration of dividend amounted MYR5,794,000 to Mr. Wong Kai Cheong and Mr. Hoo Swee Ping, before acquired by StarFIN Holdings Limited on January 20, 2023.

 

No dividend was declared for the six months ended June 30, 2023.

 

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$ 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 single reportable segment based on business unit, information technology business and two reportable segments based on country, Malaysia and Non-Malaysia.

 

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

 

  

For the Six Months Ended and

As of June 30, 2023

 
By Business Unit 

Information

Technology Business

   Total 
Revenue  $1,118,281   $1,118,281 
           
Cost of revenue   (114,400)   (114,400)
           
Gross profit  $1,003,881   $1,003,881 
           
Selling, general and administrative expenses and other income   (1,385,097)   (1,385,097)
           
Loss from operations   (381,216)   (381,216)
           
Total assets  $2,906,046   $2,906,046 
Capital expenditure  $17,141   $17,141 

 

F-14

 

 

  

For the Six Months Ended and

As of June 30, 2023

 
By Country  Malaysia   Non-Malaysia   Total 
Revenue  $1,118,281   $-   $1,118,281 
                
Cost of revenue   (114,400)   -    (114,400)
                
Gross profit  $1,003,881   $-   $1,003,881 
                
Selling, general and administrative expenses and other income   (1,217,736)   (167,361)   (1,385,097)
                
Loss from operations   (213,855)   (167,361)   (381,216)
                
Total assets  $2,215,465   $690,581   $2,906,046 
Capital expenditure  $17,141   $-   $17,141 

 

  

For the Six Months Ended and

As of June 30, 2022

 
By Business Unit 

Information

Technology Business

   Total 
Revenue  $-   $- 
           
Cost of revenue   -    - 
           
Gross profit  $-   $- 
           
General and administrative expenses and other income   (50,946)   (50,946)
           
Loss from operations   (50,946)   (50,946)
           
Total assets  $926,857   $926,857 
Capital expenditure  $-   $- 

 

  

For the Six Months Ended and

As of June 30, 2022

 
By Country  Malaysia   Non-Malaysia   Total 
Revenue  $       -   $-   $- 
                
Cost of revenue   -    -    - 
                
Gross profit  $-   $-   $- 
                
General and administrative expenses and other income   -    (50,946)   (50,946)
                
Loss from operations   -    (50,946)   (50,946)
                
Total assets  $-   $926,857   $926,857 
Capital expenditure  $-   $-   $- 

 

17. SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2023 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 February 16, 2023, for the year ended December 31, 2022 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

 

Our Company offer range of system solutions in Payment Processing, Robotic Process Automation (RPA), and Regulatory Technology (RegTech) to financial institutions, regulatory agencies, professional service providers and private enterprises from various industries, with existing client in the Asia region with over 60 key bank customers on payment processing and our Robotic Process Automation solution company has more than 100 customers in Asia. Our solutions includes:

 

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. We have more than 20 financial institutions using our platform.

 

Robotic Process Automation

 

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

 

-3-

 

 

Results of operations

 

Three months ended June 30, 2023 and 2022

 

Revenues

 

For the three months ended June 30, 2023, the Company generated revenue in the amount of $643,479. 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 June 30, 2022, the Company does not generate any revenue.

 

Selling, General and Administrative Expenses

 

For the three months ended June 30, 2023, the Company had selling, general and administrative expenses in the amount of $629,942. These were primarily comprised of salary expenses, audit fees, insurance and other professional fees.

 

For the three months ended June 30, 2022, the Company had general and administrative expenses in the amount of $42,287. These were primarily comprised of audit fees and other professional fees.

 

The significant increase of the general and administrative expenses was the result of the significant increase in salary expenses as the Company hired more employees to expand their business.

 

Net Loss

 

For the three months ended June 30, 2023, the Company has incurred a net loss of $9,274.

 

For the three months ended June 30, 2022, the Company has incurred a net loss of $38,308.

 

Six months ended June 30, 2023 and 2022

 

Revenues

 

For the six months ended June 30, 2023, the Company generated revenue in the amount of $1,118,281. The revenue was generated as a result of the Company having provided services related to information technology business to the customers.

 

For the six months ended June 30, 2022, the Company does not generate any revenue.

 

Selling, General and Administrative Expenses

 

For the six months ended June 30, 2023, the Company had selling, general and administrative expenses in the amount of $1,385,097. These were primarily comprised of salary expenses, audit fees, insurance and other professional fees.

 

For the six months ended June 30, 2022, the Company had general and administrative expenses in the amount of $50,946. These were primarily comprised of audit fees and other professional fees.

 

The significant increase of the general and administrative expenses was the result of the significant increase in salary expenses as the Company hired more employees to expand their business.

 

Net Loss

 

For the six months ended June 30, 2023, the Company has incurred a net loss of $343,910.

 

For the six months ended June 30, 2022, the Company has incurred a net loss of $44,673.

 

Liquidity and Capital Resources

 

Six months ended June 30, 2023 and 2022

 

Cash Used In Operating Activities

 

For the six months ended June 30, 2023, the Company has received $149,106 provided by operating activity, of which primarily consist of increase in account payable, decrease in account receivable, decrease in prepayment, deposits and other receivables, increase in other payables and accrued liabilities, increase in deferred revenue, increase in tax assets, increase in deferred income tax assets contra by net loss, increase in income tax payable and reduction in lease liability.

 

For the six months ended June 30, 2022, the Company has used $56,824 in operating activity, of which primarily consist of net loss, decrease in account payable, increase in prepayment, deposits and other receivables and decrease in other payables and accrued liabilities.

 

Cash Used In Investing Activities

 

For the six months ended June 30, 2023 and 2022, the Company has invested $17,141 and $0 in investing activities, respectively for the acquisition of computer systems and office equipment.

 

Cash Provided by Financing Activities

 

For the six months ended June 30, 2023, the Company has used $415,138 in financing activity, primarily consist of advances to director and dividend paid.

 

For the six months ended June 30, 2022, the Company did not receive nor used any cash in financing activity.

 

-4-

 

 

Off-balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of June 30, 2023.

 

Contractual Obligations

 

As a smaller reporting company, we are not required to provide the aforementioned information.

 

Critical Accounting Policies

 

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 consolidated financial statements.

 

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 June 30, 2023. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded that our disclosure controls and procedures were not effective. 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 June 30, 2023.

 

-5-

 

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:

 

  1. pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
     
  2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and
     
  3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.

 

As of June 30, 2023, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, our internal control over financial reporting were not effective due to the presence of material weaknesses.

 

Changes in Internal Control over Financial Reporting:

 

There were no changes in our internal control over financial reporting during the three months ending June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

-6-

 

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

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)

 

-7-

 

 

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: August 15, 2023 By: /s/ Wong Kai Cheong
  Title:

Chief Executive Officer,

President, Director, Secretary and Treasurer

    (Principal Executive Officer)
     
Date: August 15, 2023 By: /s/ Cham Hui Yin
  Title: Finance Manager
    (Principal Financial Officer and Principal Accounting Officer)

 

-8-

 

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, WONG KAI CHEONG, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of AsiaFIN Holdings Corp. (the “Company”) for the quarter ended June 30, 2023;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15I and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 15, 2023 By: /s/ WONG KAI CHEONG
    WONG KAI CHEONG
   

Chief Executive Officer,

President, Director, Secretary and Treasurer

    (Principal Executive Officer)

 

 

 

 

EXHIBIT 31.2

 

CERTIFICATION

 

I, CHAM HUI YIN, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of AsiaFIN Holdings Corp. (the “Company”) for the quarter ended June 30, 2023;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 15, 2023 By: /s/ CHAM HUI YIN
    CHAM HUI YIN
    Finance Manager
    (Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

EXHIBIT 32.1

 

CERTIFICATION

PURSUANT TO 18

U.S.C. SECTION 1350,

AS ADOPTED

PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY

ACT OF 2002

 

In connection with the quarterly report of AsiaFIN Holdings Corp. (the “Company”) on Form 10-Q for the period ending June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

  (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: August 15, 2023 By: /s/ WONG KAI CHEONG
    WONG KAI CHEONG
   

Chief Executive Officer,

President, Director, Secretary and Treasurer

    (Principal Executive Officer)

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

 

EXHIBIT 32.2

 

CERTIFICATION

PURSUANT TO 18

U.S.C. SECTION 1350,

AS ADOPTED

PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY

ACT OF 2002

 

In connection with the quarterly report of AsiaFIN Holdings Corp. (the “Company”) on Form 10-Q for the period ending June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

  (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: August 15, 2023 By: /s/ CHAM HUI YIN
    CHAM HUI YIN
    Finance Manager
    (Principal Financial Officer and Principal Accounting Officer)

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

v3.23.2
Cover - shares
6 Months Ended
Jun. 30, 2023
Aug. 14, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jun. 30, 2023  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 000-56421  
Entity Registrant Name ASIAFIN HOLDINGS CORP.  
Entity Central Index Key 0001828748  
Entity Tax Identification Number 37-1950147  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One Suite 30.02, 30th Floor  
Entity Address, Address Line Two Menara KH (Promet)  
Entity Address, Address Line Three Jalan Sultan Ismail  
Entity Address, City or Town Kuala Lumpur  
Entity Address, Country MY  
Entity Address, Postal Zip Code 50250  
City Area Code +(60)  
Local Phone Number 3 2148 7170  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Elected Not To Use the Extended Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   81,551,838
v3.23.2
Condensed Consolidated Balance Sheets - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Current assets    
Cash and cash equivalents $ 1,263,839 $ 874,690
Trade receivables, net 591,461
Prepayment, deposits and other receivables 124,488 3,000
Tax assets 289,834
Total current assets 2,269,622 877,690
Non-current Assets    
Right-of-use assets, net 100,944
Property, plant and equipment, net 526,492
Deferred income tax assets 824
Investment in associates 8,164
Total non-current assets 636,424
TOTAL ASSETS 2,906,046 877,690
Current liabilities    
Other payables and accrued liabilities 617,338 17,805
Trade payable 40,429 3,357
Income tax payable 3,357
Hire purchase – current portion 10,191
Lease liability – current portion 81,810
Total current liabilities 993,024 21,162
Non-current liabilities    
Hire purchase – non-current portion 4
Lease liability – non-current portion 19,134
Deferred tax liabilities 12,899
Total non-current liabilities 32,037
TOTAL LIABILITIES 1,025,061 21,162
STOCKHOLDERS’ EQUITY    
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; 81,551,838 and 73,319,800 shares issued and outstanding as of June 30, 2023 and December 31, 2022 8,155 7,332
Additional paid-in capital 10,467,687 1,413,268
Accumulated other comprehensive loss (335,710)
Accumulated deficit (8,259,147) (564,072)
TOTAL STOCKHOLDERS’ EQUITY 1,880,985 856,528
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 2,906,046 877,690
Director [Member]    
Current liabilities    
Amount due to related parties 238,483
Related Party [Member]    
Current liabilities    
Amount due to related parties $ 1,416
v3.23.2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 200,000,000 200,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 600,000,000 600,000,000
Preferred stock, shares issued 81,551,838 73,319,800
Common stock, shares outstanding 81,551,838 73,319,800
v3.23.2
Condensed Consolidated Statements of Operations and Comprehensive Losses (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]        
REVENUE $ 643,479 $ 1,118,281
COST OF REVENUE (60,738) (114,400)
GROSS PROFIT 582,741 1,003,881
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (629,942) (42,287) (1,385,097) (50,946)
LOSS FROM OPERATIONS (47,201) (42,287) (381,216) (50,946)
OTHER INCOME 8,208 3,979 7,587 6,514
LOSS BEFORE INCOME TAX (38,993) (38,308) (373,629) (44,432)
INCOME TAX PROVISION 29,719 29,719 (241)
NET LOSS (9,274) (38,308) (343,910) (44,673)
Other comprehensive income:        
- Foreign currency translation income (71,005) (75,658)
TOTAL COMPREHENSIVE LOSS $ (80,279) $ (38,308) $ (419,568) $ (44,673)
NET LOSS PER SHARE, BASIC $ (0.00) $ (0.00) $ 0.01 $ (0.00)
NET LOSS PER SHARE,DILUTED $ (0.00) $ (0.00) $ 0.01 $ (0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC 81,551,838 73,319,800 79,095,871 73,319,800
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC 81,551,838 73,319,800 79,095,871 73,319,800
v3.23.2
Condensed Consolidated Statement of Shareholders' Equity (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Total
Balance at Dec. 31, 2021 $ 7,332 $ 1,413,268 $ (451,870) $ 968,730
Balance, shares at Dec. 31, 2021 73,319,800        
Net loss for the period (6,365) (6,365)
Balance at Mar. 31, 2022 $ 7,332 1,413,268 (458,235) 962,365
Balance, shares at Mar. 31, 2022 73,319,800        
Balance at Dec. 31, 2021 $ 7,332 1,413,268 (451,870) 968,730
Balance, shares at Dec. 31, 2021 73,319,800        
Net loss for the period         (44,673)
Balance at Jun. 30, 2022 $ 7,332 1,413,268 (496,543) 924,057
Balance, shares at Jun. 30, 2022 73,319,800        
Balance at Mar. 31, 2022 $ 7,332 1,413,268 (458,235) 962,365
Balance, shares at Mar. 31, 2022 73,319,800        
Net loss for the period (38,308) (38,308)
Balance at Jun. 30, 2022 $ 7,332 1,413,268 (496,543) 924,057
Balance, shares at Jun. 30, 2022 73,319,800        
Balance at Dec. 31, 2022 $ 7,332 1,413,268 (564,072) 856,528
Balance, shares at Dec. 31, 2022 73,319,800        
Net loss for the period (334,636) (334,636)
Issuance of share for acquisition of StarFIN Holdings Limited on February 23, 2023 $ 823 9,054,419 (7,351,165) (260,052) 1,444,025
Issuance of share for acquisition of StarFIN Holdings Limited, shares 8,232,038        
Foreign currency translation (4,653) (4,653)
Balance at Mar. 31, 2023 $ 8,155 10,467,687 (8,249,873) (264,705) 1,961,264
Balance, shares at Mar. 31, 2023 81,551,838        
Balance at Dec. 31, 2022 $ 7,332 1,413,268 (564,072) 856,528
Balance, shares at Dec. 31, 2022 73,319,800        
Net loss for the period         (343,910)
Balance at Jun. 30, 2023 $ 8,155 10,467,687 (8,259,147) (335,710) 1,880,985
Balance, shares at Jun. 30, 2023 81,551,838        
Balance at Mar. 31, 2023 $ 8,155 10,467,687 (8,249,873) (264,705) 1,961,264
Balance, shares at Mar. 31, 2023 81,551,838        
Net loss for the period (9,274) (9,274)
Foreign currency translation (71,005) (71,005)
Balance at Jun. 30, 2023 $ 8,155 $ 10,467,687 $ (8,259,147) $ (335,710) $ 1,880,985
Balance, shares at Jun. 30, 2023 81,551,838        
v3.23.2
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2022
Mar. 31, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:              
Net loss $ (9,274) $ (334,636) $ (38,308) $ (6,365) $ (343,910) $ (44,673)  
Adjustments to reconcile net profit to net cash used in operating activities:              
Depreciation and amortization         88,735  
Changes in operating assets and liabilities:              
Account payable         17,518 (4,200)  
Account receivable         45,073  
Prepayment, deposits and other receivables         70,179 (1,751)  
Other payables and accrued liabilities         153,188 (6,200)  
Deferred revenue         131,523  
Tax assets         227,448  
Deferred income tax assets         4,302  
Income tax payable         (200,413)  
Change in lease liability         (44,537)  
Net cash provided by/(used in) operating activities         149,106 (56,824)  
CASH FLOWS FROM INVESTING ACTIVITIES:              
Purchase of property, plant and equipment         (17,141)
Net cash used in financing activities         (17,141)  
CASH FLOWS FROM FINANCING ACTIVITIES:              
Repayment to director         (30,397)  
Repayment of hire purchase         (5,637)  
Advances to related companies         (173)  
Dividend paid         (378,931)  
Net cash used in financing activities         (415,138)  
Effect of exchange rate changes on cash and cash equivalents         (33,158)  
Net increase/(decrease) in cash and cash equivalents         (316,331) (56,824)  
Cash and cash equivalents, beginning of year   $ 1,580,170   $ 980,681 1,580,170 980,681 980,681
CASH AND CASH EQUIVALENTS, END OF YEAR $ 1,263,839   $ 923,857   1,263,839 923,857 $ 1,580,170
SUPPLEMENTAL CASH FLOWS INFORMATION              
Cash paid for income taxes         53,272  
Cash paid for interest paid          
v3.23.2
ORGANIZATION AND BUSINESS BACKGROUND
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION AND BUSINESS BACKGROUND

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 at July 15, 2019  1 shares of common stock  Investment holding company
             
2  AsiaFIN Holdings Limited  Hong Kong at July 5, 2019  1 shares of common stock  Investment holding company
             
3  StarFIN Holdings Limited  British Virgin Island at August 19, 2021  10,000 shares of common stock  Investment holding company
             
4  StarFIN Asia Sdn Bhd  Malaysia at May 24, 2018  11,400,102 shares of common stock  Investment holding company
             
5  OrangeFIN Academy Sdn Bhd  Malaysia at February 2, 2000  100,000 shares of common stock  Provision of business system integration and management services
       `      
6  Insite MY Systems Sdn Bhd  Malaysia at January 18, 2000  500,000 shares of common stock  Provision of information technology services
             
7  Insite MY Innovations Sdn Bhd  Malaysia at January 18, 2010  540,000 shares of common stock  Provision of information technology services
             
8  OrangeFIN Asia Sdn Bhd  Malaysia at January 25, 2018  50,000 shares of common stock  Provision of computer programming activities and services

 

No. 

Associate

Company Name

  Domicile and Date of Incorporation 

Particulars of

Issued Capital

  Principal Activities
1  Murni StarFIN Sdn Bhd  Malaysia at September 9, 2022  100,000 shares of common stock  Provision of information technology services

 

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

 

 

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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. Below is the organization chart of the Group.

 

The accompanying unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2023 and 2022 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The Condensed Consolidated Balance Sheet information as of December 31, 2022 was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 16, 2023. These financial statements should be read in conjunction with that report.

 

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries 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 noncontrolling interests in equity. Acquired businesses are included in the consolidated financial statements from the date on which control is transferred to the Company. Subsidiaries are deconsolidated from the date that control ceases. All inter-company accounts and transactions have been eliminated in consolidation.

 

 

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.

 

 

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 $53,557, 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

 

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.

 

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.

 

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.

 

 

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.

 

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

 

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

   As of and for the period ended June 30 
   2023   2022 
Period-end MYR : US$1 exchange rate   4.67    4.41 
Period-average MYR : US$1 exchange rate   4.49    4.29 
Period-end HK$ : US$1 exchange rate   7.75    7.85 
Period-average HK$ : US$1 exchange rate   7.75    7.83 

 

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 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.

 

As of June 30, 2023, the Company did not have any nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis.

 

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.

 

Recently Adopted Accounting Standards

 

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. In November 2019, the FASB issued ASU 2019-10 highlighted the adoption timeline. For smaller reporting entities, Topic 326 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, of which is effective for the Company on January 1, 2023.

 

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.

 

Recently Issued Accounting Standards

 

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.

 

 

v3.23.2
BUSINESS COMBINATIONS
6 Months Ended
Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
BUSINESS COMBINATIONS

3. BUSINESS COMBINATIONS

 

On January 23, 2023, the Company acquired 100% equity interest in StarFIN Holdings Limited and its subsidiaries which offers a range of system solutions services naming from Payment Processing, Robotic Process Automation (RPA), and Regulatory Technology (RegTech) services through its wholly owned subsidiaries, which are StarFIN Asia Sdn Bhd., OrangeFIN Asia Sdn. Bhd., OrangeFIN Academy Sdn. Bhd., Insite MY Innovations Sdn. Bhd., and Insite MY Systems Sdn. Bhd.

 

The acquisition of SFHL has been accounted for under the 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.

 

v3.23.2
TRADE RECEIVABLE
6 Months Ended
Jun. 30, 2023
Credit Loss [Abstract]  
TRADE RECEIVABLE

4. TRADE RECEIVABLE

  

As of

June 30, 2023

  

As of

December 31, 2022

 
Trade receivable, gross  $672,270   $                - 
Allowance for expected credit loss   (80,809)   - 
Trade receivable, net  $591,461   $- 

 

v3.23.2
PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES
6 Months Ended
Jun. 30, 2023
Prepayment Deposits And Other Receivables  
PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES

5. PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES

  

As of

June 30, 2023

  

As of

December 31, 2022

 
Rental deposits  $25,783   $- 
Prepaid expenses   94,376    - 
Other receivables   250    3,000 
Other deposits   4,079    - 
Unbilled revenue   -    - 
Total  $124,488   $3,000 

 

The rental deposits represent the deposit of the tenancy agreements.

 

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

 

Other receivables include deposits payment made for utility purposes, car park for director and employees.

 

Other deposits primarily consist of deposit made for security deposit for renovation.

 

v3.23.2
PROPERTY, PLANT AND EQUIPMENT, NET
6 Months Ended
Jun. 30, 2023
Property, Plant and Equipment [Abstract]  
PROPERTY, PLANT AND EQUIPMENT, NET

6. PROPERTY, PLANT AND EQUIPMENT, NET

  

As of

June 30, 2023

  

As of

December 31, 2022

 
Computer systems  $247,288   $              - 
Furniture and fittings   78,222    - 
Electrical fittings   9,370    - 
Handphone   48,641    - 
Office equipment   90,594    - 
Renovation   78,058    - 
Motor vehicle   358,577    - 
Property   396,324    - 
Total property, plant and equipment  $1,307,074   $- 
Less: Accumulated depreciation   (780,582)   - 
Total property, plant and equipment, net  $526,492   $- 

 

   For six months ended June 30, 2023   For the year ended December 31, 2022 
Investment in computer systems  $9,741   $              - 
Investment in furniture and fittings   -    - 
Investment in handphone   1,894    - 
Investment in office equipment   5,152    - 
Investment in renovation   354    - 
Investment in property   -    - 
Total investment in property and plant  $17,141   $- 
           
Depreciation for the period   44,198   $- 

 

For the year ended December 31, 2022, the Company acquired a property amounted $420,225 financed through loan from director which is unsecured, non-interest bearing and payable on demand and cash in hand.

 

 

v3.23.2
OTHER PAYABLES AND ACCRUED LIABILITIES
6 Months Ended
Jun. 30, 2023
Other Payables And Accrued Liabilities  
OTHER PAYABLES AND ACCRUED LIABILITIES

7. OTHER PAYABLES AND ACCRUED LIABILITIES

  

As of

June 30, 2023

  

As of

December 31, 2022

 
Accrued expenses  $199,112   $17,805 
Other payable   48,370    - 
Receipt in advance   369,856    - 
Total  $617,338   $17,805 

 

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

 

Other payable includes primarily service tax payable.

 

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

 

v3.23.2
AMOUNT DUE TO DIRECTOR
6 Months Ended
Jun. 30, 2023
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]  
AMOUNT DUE TO DIRECTOR

9. AMOUNT DUE TO A RELATED PARTIES

 

As of June 30, 2023, the Company has an outstanding amount due to a number of related companies with common director and shareholder pertaining to miscellaneous expenses made by these related parties on behalf in aggregate amounted $1,416.

 

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

 

For the six months ended June 30, 2023, the Company has paid $47,475 to Ms. Tan Siew Meng, spouse of our Chief Executive Officer, Mr. Wong Kai Cheong pertaining to leasing of office space.

 

Director [Member]  
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]  
AMOUNT DUE TO DIRECTOR

8. AMOUNT DUE TO DIRECTOR

 

As of June 30, 2023, the company had an outstanding amount due to director amounted $238,483, mainly consist of a loan from Mr. Wong Kai Cheng for the acquisition of property.

 

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

 

 

v3.23.2
AMOUNT DUE TO A RELATED PARTIES
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
AMOUNT DUE TO A RELATED PARTIES

9. AMOUNT DUE TO A RELATED PARTIES

 

As of June 30, 2023, the Company has an outstanding amount due to a number of related companies with common director and shareholder pertaining to miscellaneous expenses made by these related parties on behalf in aggregate amounted $1,416.

 

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

 

For the six months ended June 30, 2023, the Company has paid $47,475 to Ms. Tan Siew Meng, spouse of our Chief Executive Officer, Mr. Wong Kai Cheong pertaining to leasing of office space.

 

v3.23.2
HIRE PURCHASE
6 Months Ended
Jun. 30, 2023
Hire Purchase  
HIRE PURCHASE

10. HIRE PURCHASE

 

On April 30, 2021, the Company through subsidiary acquired a motor vehicle amounted $69,148 financed by $36,006 hire purchase loan for 36 months at a fixed flat rate of 1.88% per annum with first installment commencing June 5, 2021 and monthly installment amounted approximately $1,063. Remaining balance finance through cash in hand.

 

For the six months ended June 30, 2023, the Company repaid $5,637 in hire purchase loan with an outstanding $10,195 as of June 30, 2023.

 

Maturities of the loan for each of the two years and thereafter are as follows:

 

Year ending December 31    
2023  $5,519 
2024  $4,676 
Total  $10,195 

 

v3.23.2
LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES
6 Months Ended
Jun. 30, 2023
Lease Right-of-use Asset And Lease Liabilities  
LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

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

 

Right-Of-Use Assets     
Purchase price allocation pertaining to acquisition of StarFIN Holdings Limited  $134,807  
New lease recognized   16,610 
Amortization for the six months ended June 30, 2023   (44,537)

Adjustment for foreign currency translation difference

   

(5,936

)
Balance as of June 30, 2023  $100,944 
      
Lease Liability     
Purchase price allocation pertaining to acquisition of StarFIN Holdings Limited  $

134,807

 
New lease recognized   16,610 
Imputed interest for six months ended June 30, 2023   2,938 
Gross repayment for six months ended June 30, 2023   (47,475)
Adjustment for foreign currency translation difference   

(5,936

)
Balance as of June 30, 2023   100,944 
      
Lease liability current portion   81,810 
Lease liability non-current portion  $19,134 

 

 

Other information:

   Six months ended June 30, 2023   Six months ended June 30, 2022 
Cash paid for amounts included in the measurement of lease liabilities:          
Operating cash flow to operating lease  $47,475   $      - 
Right-of-use assets obtained in exchange for operating lease liabilities   -    - 
Remaining lease term for operating lease (years)   0.96    - 
Weighted average discount rate for operating lease   5.40%   -%

 

v3.23.2
CONCENTRATION OF RISK
6 Months Ended
Jun. 30, 2023
Risks and Uncertainties [Abstract]  
CONCENTRATION OF RISK

12. CONCENTRATION OF RISK

 

(a) Major Customers

 

For the three months ended June 30, 2023, the Company generated total revenue of $643,479, of which one customer accounted for more than 10% of the Company’s total revenue. For the three months ended June 30, 2022, the Company does not generate any revenue and hence there was no customer accounted for more than 10% of the Company’s revenue. The customers who accounted for more than 10% of the Company’s total revenue and its outstanding receivable balance at period-end is presented below:

 

   For the three months ended June 30 
   2023   2022   2023   2022   2023   2022 
   Revenue  

Percentage of

Revenue

  

Accounts

receivable, gross

 
                         
Customer E  $67,064   $  -    10%   -%  $67,064   $  - 
Others   576,415    -    90%   -%   76,527    - 
Total  $643,479   $-    100%   -%  $143,591   $- 

 

For the six months ended June 30, 2023, the Company generated total revenue of $1,118,281, of which no customer accounted for more than 10% of the Company’s total revenue. For the six months ended June 30, 2022, the Company does not generate any revenue and hence there was no customer accounted for more than 10% of the Company’s revenue.

 

(b) Major Suppliers

 

For the three months ended June 30, 2023, the Company incurred cost of revenue of $60,738, of which two suppliers accounted for more than 10% of the Company’s cost of revenue. For the three months ended June 30, 2022, the Company does not incur any cost of revenue and hence there was no supplier accounted for more than 10% of the Company’s cost of revenue. The suppliers who accounted for more than 10% of the Company’s cost of revenue and its outstanding payable balance at period-end is presented below:

   For the three months ended June 30 
   2023   2022   2023   2022   2023   2022 
   Cost of revenue  

Percentage of

Cost of revenue

  

Accounts

payable, trade

 
                         
Supplier A  $46,018   $   -    76%     -%  $19,139   $    - 
Supplier B   9,362    -    15%   -%   10,580    - 
Others   5,358    -    9%   -%   10,710    - 
Total  $60,738   $-    100%   -%  $40,429   $- 

 

For the six months ended June 30, 2023, the Company incurred cost of revenue of $114,400, of which two suppliers accounted for more than 10% of the Company’s cost of revenue. For the six months ended June 30, 2022, the Company does not incur any cost of revenue and hence there was no supplier accounted for more than 10% of the Company’s cost of revenue. The suppliers who accounted for more than 10% of the Company’s cost of revenue and its outstanding payable balance at period-end is presented below:

 

   For the six months ended June 30 
   2023   2022   2023   2022   2023   2022 
   Cost of revenue  

Percentage of

Cost of revenue

  

Accounts

payable, trade

 
                         
Supplier A  $69,895   $    -    61%     -%  $19,139   $    - 
Supplier B   22,783    -    20%   -%   10,580    - 
Others   21,722    -    19%   -%   10,710    - 
Total  $114,400   $-    100%   -%  $40,429   $- 

 

Our Chief Executive Officer, Mr. Wong Kai Cheong is a majority shareholder of Supplier A.

 

v3.23.2
INCOME TAXES
6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES

13. INCOME TAXES

 

The loss before income taxes of the Company for the six months ended June 30, 2023 and 2022 were comprised of the following:

   2023   2022 
   For the six months ended June 30 
   2023   2022 
Tax jurisdictions from:          
- Local  $(157,072)  $(32,208)
- Foreign, representing:          
Hong Kong   (21,376)   (13,503)
British Virginia Island (non-taxable jurisdiction)   (300)   - 
Labuan, Malaysia (non-taxable jurisdiction)   4,508    1,279 
Malaysia   (199,389)   - 
Income before income taxes  $(373,629)  $(44,432)

 

Provision for income taxes consisted of the following:

   2023   2022 
   For the six months ended June 30 
   2023   2022 
Current:          
- Local  $-   $- 
- Foreign  $-   $241 
           
Deferred tax assets:          
- Local  $-   $- 
- Foreign  $824   $- 
           
Deferred tax liabilities:          
- Local  $-   $- 
- Foreign  $12,899   $- 
           
Income tax payable:          
- Local  $-   $- 
- Foreign  $3,357   $- 

 

 

All Malaysia companies are subject to the Malaysia Corporate Tax Laws at a two-tier corporate income tax rate based on amount of paid-up capital. The 2022 tax rate for company with paid-up capital of MYR 2,500,000 (approximately $567,872) or less and that are not part of a group containing a company exceeding this capitalization threshold is 17% on the first MYR 600,000 (approximately $136,289) taxable profit with the remaining balance being taxed at 24%.

 

v3.23.2
DIVIDEND
6 Months Ended
Jun. 30, 2023
Dividend  
DIVIDEND

14. DIVIDEND

 

For the year ended December 31, 2022, Insite MY Innovations Sdn Bhd and Insite MY Systems Sdn Bhd, passed a board resolution for declaration of dividend amounted MYR1,700,000 (approximately $385,680) and MYR4,294,000 (approximately $974,182), respectively to StarFIN Asia Sdn Bhd. Subsequently, StarFIN Asia Sdn Bhd passed a board resolution for declaration of dividend amounted MYR5,794,000 to Mr. Wong Kai Cheong and Mr. Hoo Swee Ping, before acquired by StarFIN Holdings Limited on January 20, 2023.

 

No dividend was declared for the six months ended June 30, 2023.

 

v3.23.2
FOREIGN CURRENCY EXCHANGE RATE
6 Months Ended
Jun. 30, 2023
Foreign Currency [Abstract]  
FOREIGN CURRENCY EXCHANGE RATE

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$ at the end of the financial year. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

 

v3.23.2
SEGMENT REPORTING
6 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
SEGMENT REPORTING

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 single reportable segment based on business unit, information technology business and two reportable segments based on country, Malaysia and Non-Malaysia.

 

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

 

  

For the Six Months Ended and

As of June 30, 2023

 
By Business Unit 

Information

Technology Business

   Total 
Revenue  $1,118,281   $1,118,281 
           
Cost of revenue   (114,400)   (114,400)
           
Gross profit  $1,003,881   $1,003,881 
           
Selling, general and administrative expenses and other income   (1,385,097)   (1,385,097)
           
Loss from operations   (381,216)   (381,216)
           
Total assets  $2,906,046   $2,906,046 
Capital expenditure  $17,141   $17,141 

 

 

  

For the Six Months Ended and

As of June 30, 2023

 
By Country  Malaysia   Non-Malaysia   Total 
Revenue  $1,118,281   $-   $1,118,281 
                
Cost of revenue   (114,400)   -    (114,400)
                
Gross profit  $1,003,881   $-   $1,003,881 
                
Selling, general and administrative expenses and other income   (1,217,736)   (167,361)   (1,385,097)
                
Loss from operations   (213,855)   (167,361)   (381,216)
                
Total assets  $2,215,465   $690,581   $2,906,046 
Capital expenditure  $17,141   $-   $17,141 

 

  

For the Six Months Ended and

As of June 30, 2022

 
By Business Unit 

Information

Technology Business

   Total 
Revenue  $-   $- 
           
Cost of revenue   -    - 
           
Gross profit  $-   $- 
           
General and administrative expenses and other income   (50,946)   (50,946)
           
Loss from operations   (50,946)   (50,946)
           
Total assets  $926,857   $926,857 
Capital expenditure  $-   $- 

 

  

For the Six Months Ended and

As of June 30, 2022

 
By Country  Malaysia   Non-Malaysia   Total 
Revenue  $       -   $-   $- 
                
Cost of revenue   -    -    - 
                
Gross profit  $-   $-   $- 
                
General and administrative expenses and other income   -    (50,946)   (50,946)
                
Loss from operations   -    (50,946)   (50,946)
                
Total assets  $-   $926,857   $926,857 
Capital expenditure  $-   $-   $- 

 

v3.23.2
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

17. SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2023 up through the date the Company presented these unaudited financial statements.

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Basis of Presentation

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. Below is the organization chart of the Group.

 

The accompanying unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2023 and 2022 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The Condensed Consolidated Balance Sheet information as of December 31, 2022 was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 16, 2023. These financial statements should be read in conjunction with that report.

 

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries 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 noncontrolling interests in equity. Acquired businesses are included in the consolidated financial statements from the date on which control is transferred to the Company. Subsidiaries are deconsolidated from the date that control ceases. All inter-company accounts and transactions have been eliminated in consolidation.

 

 

Use of Estimates

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.

 

 

Cash and Cash Equivalents

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 $53,557, if any of our bank fail.

 

Property, Plant and Equipment

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

 

Revenue recognition

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.

 

Cost of revenue

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 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.

 

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.

 

 

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.

 

Foreign currencies translation

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

 

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

   As of and for the period ended June 30 
   2023   2022 
Period-end MYR : US$1 exchange rate   4.67    4.41 
Period-average MYR : US$1 exchange rate   4.49    4.29 
Period-end HK$ : US$1 exchange rate   7.75    7.85 
Period-average HK$ : US$1 exchange rate   7.75    7.83 

 

Related parties

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

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 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.

 

As of June 30, 2023, the Company did not have any nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis.

 

Net Income/(Loss) per Share

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

Lease

 

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

 

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

 

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

 

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

 

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. In November 2019, the FASB issued ASU 2019-10 highlighted the adoption timeline. For smaller reporting entities, Topic 326 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, of which is effective for the Company on January 1, 2023.

 

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.

 

Recently Issued Accounting Standards

Recently Issued Accounting Standards

 

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.

v3.23.2
ORGANIZATION AND BUSINESS BACKGROUND (Tables)
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
SCHEDULE OF SUBSIDIARIES

 

No. 

Subsidiary

Company Name

  Domicile and Date of Incorporation 

Particulars of

Issued Capital

  Principal Activities
1  AsiaFIN Holdings Corp.  Labuan at July 15, 2019  1 shares of common stock  Investment holding company
             
2  AsiaFIN Holdings Limited  Hong Kong at July 5, 2019  1 shares of common stock  Investment holding company
             
3  StarFIN Holdings Limited  British Virgin Island at August 19, 2021  10,000 shares of common stock  Investment holding company
             
4  StarFIN Asia Sdn Bhd  Malaysia at May 24, 2018  11,400,102 shares of common stock  Investment holding company
             
5  OrangeFIN Academy Sdn Bhd  Malaysia at February 2, 2000  100,000 shares of common stock  Provision of business system integration and management services
       `      
6  Insite MY Systems Sdn Bhd  Malaysia at January 18, 2000  500,000 shares of common stock  Provision of information technology services
             
7  Insite MY Innovations Sdn Bhd  Malaysia at January 18, 2010  540,000 shares of common stock  Provision of information technology services
             
8  OrangeFIN Asia Sdn Bhd  Malaysia at January 25, 2018  50,000 shares of common stock  Provision of computer programming activities and services

 

No. 

Associate

Company Name

  Domicile and Date of Incorporation 

Particulars of

Issued Capital

  Principal Activities
1  Murni StarFIN Sdn Bhd  Malaysia at September 9, 2022  100,000 shares of common stock  Provision of information technology services

 

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

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
SCHEDULE OF PLANT AND EQUIPMENT DEPRECIATION PERIODS

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

SCHEDULE OF FOREIGN EXCHANGE RATE

   As of and for the period ended June 30 
   2023   2022 
Period-end MYR : US$1 exchange rate   4.67    4.41 
Period-average MYR : US$1 exchange rate   4.49    4.29 
Period-end HK$ : US$1 exchange rate   7.75    7.85 
Period-average HK$ : US$1 exchange rate   7.75    7.83 
v3.23.2
TRADE RECEIVABLE (Tables)
6 Months Ended
Jun. 30, 2023
Credit Loss [Abstract]  
SCHEDULE OF TRADE RECEIVABLE

  

As of

June 30, 2023

  

As of

December 31, 2022

 
Trade receivable, gross  $672,270   $                - 
Allowance for expected credit loss   (80,809)   - 
Trade receivable, net  $591,461   $- 
v3.23.2
PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES (Tables)
6 Months Ended
Jun. 30, 2023
Prepayment Deposits And Other Receivables  
SCHEDULE OF PREPAID EXPENSES AND DEPOSITS AND OTHER RECEIVABLES

  

As of

June 30, 2023

  

As of

December 31, 2022

 
Rental deposits  $25,783   $- 
Prepaid expenses   94,376    - 
Other receivables   250    3,000 
Other deposits   4,079    - 
Unbilled revenue   -    - 
Total  $124,488   $3,000 
v3.23.2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables)
6 Months Ended
Jun. 30, 2023
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PLANT AND EQUIPMENT

  

As of

June 30, 2023

  

As of

December 31, 2022

 
Computer systems  $247,288   $              - 
Furniture and fittings   78,222    - 
Electrical fittings   9,370    - 
Handphone   48,641    - 
Office equipment   90,594    - 
Renovation   78,058    - 
Motor vehicle   358,577    - 
Property   396,324    - 
Total property, plant and equipment  $1,307,074   $- 
Less: Accumulated depreciation   (780,582)   - 
Total property, plant and equipment, net  $526,492   $- 
SCHEDULE OF INVESTMENT IN PROPERTY AND PLANT

   For six months ended June 30, 2023   For the year ended December 31, 2022 
Investment in computer systems  $9,741   $              - 
Investment in furniture and fittings   -    - 
Investment in handphone   1,894    - 
Investment in office equipment   5,152    - 
Investment in renovation   354    - 
Investment in property   -    - 
Total investment in property and plant  $17,141   $- 
           
Depreciation for the period   44,198   $- 
v3.23.2
OTHER PAYABLES AND ACCRUED LIABILITIES (Tables)
6 Months Ended
Jun. 30, 2023
Other Payables And Accrued Liabilities  
SCHEDULE OF ACCRUED EXPENSES AND OTHER PAYABLES

  

As of

June 30, 2023

  

As of

December 31, 2022

 
Accrued expenses  $199,112   $17,805 
Other payable   48,370    - 
Receipt in advance   369,856    - 
Total  $617,338   $17,805 
v3.23.2
HIRE PURCHASE (Tables)
6 Months Ended
Jun. 30, 2023
Hire Purchase  
SCHEDULE OF MATURITIES OF THE LOAN

Maturities of the loan for each of the two years and thereafter are as follows:

 

Year ending December 31    
2023  $5,519 
2024  $4,676 
Total  $10,195 
v3.23.2
LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES (Tables)
6 Months Ended
Jun. 30, 2023
Lease Right-of-use Asset And Lease Liabilities  
SCHEDULE OF LEASE RIGHT OF USE ASSETS AND LEASE LIABILITIES

Right-Of-Use Assets     
Purchase price allocation pertaining to acquisition of StarFIN Holdings Limited  $134,807  
New lease recognized   16,610 
Amortization for the six months ended June 30, 2023   (44,537)

Adjustment for foreign currency translation difference

   

(5,936

)
Balance as of June 30, 2023  $100,944 
      
Lease Liability     
Purchase price allocation pertaining to acquisition of StarFIN Holdings Limited  $

134,807

 
New lease recognized   16,610 
Imputed interest for six months ended June 30, 2023   2,938 
Gross repayment for six months ended June 30, 2023   (47,475)
Adjustment for foreign currency translation difference   

(5,936

)
Balance as of June 30, 2023   100,944 
      
Lease liability current portion   81,810 
Lease liability non-current portion  $19,134 
SCHEDULE OF OTHER INFORMATION

   Six months ended June 30, 2023   Six months ended June 30, 2022 
Cash paid for amounts included in the measurement of lease liabilities:          
Operating cash flow to operating lease  $47,475   $      - 
Right-of-use assets obtained in exchange for operating lease liabilities   -    - 
Remaining lease term for operating lease (years)   0.96    - 
Weighted average discount rate for operating lease   5.40%   -%
v3.23.2
CONCENTRATION OF RISK (Tables)
6 Months Ended
Jun. 30, 2023
Customer Concentration Risk [Member]  
Concentration Risk [Line Items]  
SCHEDULE OF CONCENTRATION OF RISK

   For the three months ended June 30 
   2023   2022   2023   2022   2023   2022 
   Revenue  

Percentage of

Revenue

  

Accounts

receivable, gross

 
                         
Customer E  $67,064   $  -    10%   -%  $67,064   $  - 
Others   576,415    -    90%   -%   76,527    - 
Total  $643,479   $-    100%   -%  $143,591   $- 
Supplier Concentration Risk [Member]  
Concentration Risk [Line Items]  
SCHEDULE OF CONCENTRATION OF RISK

   For the three months ended June 30 
   2023   2022   2023   2022   2023   2022 
   Cost of revenue  

Percentage of

Cost of revenue

  

Accounts

payable, trade

 
                         
Supplier A  $46,018   $   -    76%     -%  $19,139   $    - 
Supplier B   9,362    -    15%   -%   10,580    - 
Others   5,358    -    9%   -%   10,710    - 
Total  $60,738   $-    100%   -%  $40,429   $- 

 

For the six months ended June 30, 2023, the Company incurred cost of revenue of $114,400, of which two suppliers accounted for more than 10% of the Company’s cost of revenue. For the six months ended June 30, 2022, the Company does not incur any cost of revenue and hence there was no supplier accounted for more than 10% of the Company’s cost of revenue. The suppliers who accounted for more than 10% of the Company’s cost of revenue and its outstanding payable balance at period-end is presented below:

 

   For the six months ended June 30 
   2023   2022   2023   2022   2023   2022 
   Cost of revenue  

Percentage of

Cost of revenue

  

Accounts

payable, trade

 
                         
Supplier A  $69,895   $    -    61%     -%  $19,139   $    - 
Supplier B   22,783    -    20%   -%   10,580    - 
Others   21,722    -    19%   -%   10,710    - 
Total  $114,400   $-    100%   -%  $40,429   $- 

 

Our Chief Executive Officer, Mr. Wong Kai Cheong is a majority shareholder of Supplier A.

 

v3.23.2
INCOME TAXES (Tables)
6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
SCHEDULE OF COMPONENTS OF LOSS BEFORE INCOME TAXES

The loss before income taxes of the Company for the six months ended June 30, 2023 and 2022 were comprised of the following:

   2023   2022 
   For the six months ended June 30 
   2023   2022 
Tax jurisdictions from:          
- Local  $(157,072)  $(32,208)
- Foreign, representing:          
Hong Kong   (21,376)   (13,503)
British Virginia Island (non-taxable jurisdiction)   (300)   - 
Labuan, Malaysia (non-taxable jurisdiction)   4,508    1,279 
Malaysia   (199,389)   - 
Income before income taxes  $(373,629)  $(44,432)
SCHEDULE OF PROVISION FOR INCOME TAXES

Provision for income taxes consisted of the following:

   2023   2022 
   For the six months ended June 30 
   2023   2022 
Current:          
- Local  $-   $- 
- Foreign  $-   $241 
           
Deferred tax assets:          
- Local  $-   $- 
- Foreign  $824   $- 
           
Deferred tax liabilities:          
- Local  $-   $- 
- Foreign  $12,899   $- 
           
Income tax payable:          
- Local  $-   $- 
- Foreign  $3,357   $- 
v3.23.2
SEGMENT REPORTING (Tables)
6 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
SCHEDULE OF SEGMENT REPORTING

 

  

For the Six Months Ended and

As of June 30, 2023

 
By Business Unit 

Information

Technology Business

   Total 
Revenue  $1,118,281   $1,118,281 
           
Cost of revenue   (114,400)   (114,400)
           
Gross profit  $1,003,881   $1,003,881 
           
Selling, general and administrative expenses and other income   (1,385,097)   (1,385,097)
           
Loss from operations   (381,216)   (381,216)
           
Total assets  $2,906,046   $2,906,046 
Capital expenditure  $17,141   $17,141 

 

 

  

For the Six Months Ended and

As of June 30, 2023

 
By Country  Malaysia   Non-Malaysia   Total 
Revenue  $1,118,281   $-   $1,118,281 
                
Cost of revenue   (114,400)   -    (114,400)
                
Gross profit  $1,003,881   $-   $1,003,881 
                
Selling, general and administrative expenses and other income   (1,217,736)   (167,361)   (1,385,097)
                
Loss from operations   (213,855)   (167,361)   (381,216)
                
Total assets  $2,215,465   $690,581   $2,906,046 
Capital expenditure  $17,141   $-   $17,141 

 

  

For the Six Months Ended and

As of June 30, 2022

 
By Business Unit 

Information

Technology Business

   Total 
Revenue  $-   $- 
           
Cost of revenue   -    - 
           
Gross profit  $-   $- 
           
General and administrative expenses and other income   (50,946)   (50,946)
           
Loss from operations   (50,946)   (50,946)
           
Total assets  $926,857   $926,857 
Capital expenditure  $-   $- 

 

  

For the Six Months Ended and

As of June 30, 2022

 
By Country  Malaysia   Non-Malaysia   Total 
Revenue  $       -   $-   $- 
                
Cost of revenue   -    -    - 
                
Gross profit  $-   $-   $- 
                
General and administrative expenses and other income   -    (50,946)   (50,946)
                
Loss from operations   -    (50,946)   (50,946)
                
Total assets  $-   $926,857   $926,857 
Capital expenditure  $-   $-   $- 
v3.23.2
SCHEDULE OF SUBSIDIARIES (Details) - shares
6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Particulars of Issued Capital 81,551,838 73,319,800
AsiaFIN Holdings Corp. Labuan [Member]    
Domicile and Date of Incorporation Labuan at July 15, 2019  
Particulars of Issued Capital 1  
Principal activities Investment holding company  
AsiaFIN Holdings Limited (Hong Kong) [Member]    
Domicile and Date of Incorporation Hong Kong at July 5, 2019  
Particulars of Issued Capital 1  
Principal activities Investment holding company  
Star FIN Holdings Limited [Member]    
Domicile and Date of Incorporation British Virgin Island at August 19, 2021  
Particulars of Issued Capital 10,000  
Principal activities Investment holding company  
Star FIN Asia Sdn Bhd [Member]    
Domicile and Date of Incorporation Malaysia at May 24, 2018  
Particulars of Issued Capital 11,400,102  
Principal activities Investment holding company  
Orange FIN Academy Sdn Bhd [Member]    
Domicile and Date of Incorporation Malaysia at February 2, 2000  
Particulars of Issued Capital 100,000  
Principal activities Provision of business system integration and management services  
Insite MY Systems Sdn Bhd [Member]    
Domicile and Date of Incorporation Malaysia at January 18, 2000  
Particulars of Issued Capital 500,000  
Principal activities Provision of information technology services  
Insite MY Innovations Sdn Bhd [Member]    
Domicile and Date of Incorporation Malaysia at January 18, 2010  
Particulars of Issued Capital 540,000  
Principal activities Provision of information technology services  
Orange FIN Asia Sdn Bhd [Member]    
Domicile and Date of Incorporation Malaysia at January 25, 2018  
Particulars of Issued Capital 50,000  
Principal activities Provision of computer programming activities and services  
Murni Star FIN Sdn Bhd [Member]    
Domicile and Date of Incorporation Malaysia at September 9, 2022  
Particulars of Issued Capital 100,000  
Principal activities Provision of information technology services  
v3.23.2
SCHEDULE OF PLANT AND EQUIPMENT DEPRECIATION PERIODS (Details)
6 Months Ended
Jun. 30, 2023
Construction in Progress [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life over the remaining lease period
Computer Equipment [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 4 years
Computer Equipment [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 5 years
Furniture and Fixtures [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 10 years
Electrical Fittings [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 10 years
Handphone [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 5 years
Office Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 10 years
Vehicles [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 5 years
Property [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 50 years
v3.23.2
SCHEDULE OF FOREIGN EXCHANGE RATE (Details)
Jun. 30, 2023
Jun. 30, 2022
Year-end RM : US$1 Exchange Rate [Member]    
Exchange rate 4.67 4.41
Year-average RM : US$1 Exchange Rate [Member]    
Exchange rate 4.49 4.29
Year-end HK$: US$1 Exchange Rate [Member]    
Exchange rate 7.75 7.85
Year-average HK$ : US$1 Exchange Rate [Member]    
Exchange rate 7.75 7.83
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - Jun. 30, 2023
USD ($)
MYR (RM)
Accounting Policies [Abstract]    
Deposits | RM   RM 250,000
Cash | $ $ 53,557  
v3.23.2
BUSINESS COMBINATIONS (Details Narrative)
Jan. 23, 2023
StarFin Holdings [Member]  
Business Acquisition [Line Items]  
Equity interest acquired 100.00%
v3.23.2
SCHEDULE OF TRADE RECEIVABLE (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Jun. 30, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Trade receivable, gross $ 143,591  
Trade receivable, net 591,461  
Trade Accounts Receivable [Member]      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Trade receivable, gross 672,270  
Allowance for expected credit loss (80,809)  
Trade receivable, net $ 591,461  
v3.23.2
SCHEDULE OF PREPAID EXPENSES AND DEPOSITS AND OTHER RECEIVABLES (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Prepayment Deposits And Other Receivables    
Rental deposits $ 25,783
Prepaid expenses 94,376
Other receivables 250 3,000
Other deposits 4,079
Unbilled revenue
Total $ 124,488 $ 3,000
v3.23.2
SCHEDULE OF PLANT AND EQUIPMENT (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment $ 1,307,074
Less: Accumulated depreciation (780,582)
Total property, plant and equipment, net 526,492
Computer Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment 247,288
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment 78,222
Electric Transmission [Member]    
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment 9,370
Handphone [Member]    
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment 48,641
Office Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment 90,594
Renovation [Member]    
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment 78,058
Motor Vehical [Member]    
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment 358,577
Property [Member]    
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment $ 396,324
v3.23.2
SCHEDULE OF INVESTMENT IN PROPERTY AND PLANT (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Property, Plant and Equipment [Line Items]      
Investment in property $ 17,141
Total investment in property and plant 17,141
Depreciation for the period 44,198  
Computer Equipment [Member]      
Property, Plant and Equipment [Line Items]      
Investment in property 9,741  
Total investment in property and plant 9,741  
Furniture and Fixtures [Member]      
Property, Plant and Equipment [Line Items]      
Investment in property  
Total investment in property and plant  
Handphone [Member]      
Property, Plant and Equipment [Line Items]      
Investment in property 1,894  
Total investment in property and plant 1,894  
Office Equipment [Member]      
Property, Plant and Equipment [Line Items]      
Investment in property 5,152  
Total investment in property and plant 5,152  
Renovation [Member]      
Property, Plant and Equipment [Line Items]      
Investment in property 354  
Total investment in property and plant 354  
Investment Property [Member]      
Property, Plant and Equipment [Line Items]      
Investment in property  
Total investment in property and plant  
v3.23.2
PROPERTY, PLANT AND EQUIPMENT, NET (Details Narrative) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Property, Plant and Equipment [Line Items]      
Investment in property and plant $ 17,141
Property [Member] | Director [Member]      
Property, Plant and Equipment [Line Items]      
Investment in property and plant     $ 420,225
v3.23.2
SCHEDULE OF ACCRUED EXPENSES AND OTHER PAYABLES (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Other Payables And Accrued Liabilities    
Accrued expenses $ 199,112 $ 17,805
Other payable 48,370
Receipt in advance 369,856
Total $ 617,338 $ 17,805
v3.23.2
AMOUNT DUE TO DIRECTOR (Details Narrative) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Director [Member]    
Related Party Transaction [Line Items]    
Amount due to director $ 238,483
v3.23.2
AMOUNT DUE TO A RELATED PARTIES (Details Narrative) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Related Party Transaction [Line Items]      
Paid leasing of office space $ 47,475  
Chief Executive Officer [Member]      
Related Party Transaction [Line Items]      
Paid leasing of office space 47,475    
Related Party [Member]      
Related Party Transaction [Line Items]      
Other Liabilities, Current $ 1,416  
v3.23.2
SCHEDULE OF MATURITIES OF THE LOAN (Details)
Jun. 30, 2023
USD ($)
Short-Term Debt [Line Items]  
Total $ 10,195
Hire Purchase Loan [Member]  
Short-Term Debt [Line Items]  
2023 5,519
2024 4,676
Total $ 10,195
v3.23.2
HIRE PURCHASE (Details Narrative) - USD ($)
6 Months Ended
Apr. 30, 2021
Jun. 30, 2023
Jun. 30, 2022
Property, Plant and Equipment [Line Items]      
Hire purchase loan $ 36,006    
Hire purchase loan term 36 months    
Loan rate 1.88%    
Monthly installment $ 1,063    
Repayments of Long-Term Debt   $ 5,637
Long-Term Debt   $ 10,195  
Vehicles [Member]      
Property, Plant and Equipment [Line Items]      
Hire purchase loan $ 69,148    
v3.23.2
SCHEDULE OF LEASE RIGHT OF USE ASSETS AND LEASE LIABILITIES (Details) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Lease Right-of-use Asset And Lease Liabilities      
Right of use asset, balance $ 134,807    
New lease recognized 16,610    
Amortization expenses (44,537)    
Adjustment for foreign currency translation difference (5,936)    
Right of use asset, balance 100,944    
Operating Lease, Liability 134,807    
New lease recognized 16,610    
Imputed interest 2,938    
Gross repayments (47,475)  
Adjustment for foreign currency translation difference (5,936)    
Operating Lease, Liability 100,944    
Operating Lease, Liability, Current 81,810  
Operating Lease, Liability, Noncurrent $ 19,134  
v3.23.2
SCHEDULE OF OTHER INFORMATION (Details) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Lease Right-of-use Asset And Lease Liabilities    
Operating cash flow to operating lease $ 47,475
Right-of-use assets obtained in exchange for operating lease liabilities
Remaining lease term for operating lease (years) 11 months 15 days  
Weighted average discount rate for operating lease 5.40%
v3.23.2
SCHEDULE OF CONCENTRATION OF RISK (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Concentration Risk [Line Items]          
Revenue $ 643,479 $ 1,118,281  
Percentage of concentration risk 100.00% 100.00%  
Accounts receivable, gross $ 143,591 $ 143,591  
Cost of revenue 60,738 114,400  
Accounts payable, trade 40,429 40,429 $ 3,357
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer E [Member]          
Concentration Risk [Line Items]          
Revenue $ 67,064      
Percentage of concentration risk 10.00%      
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Others [Member]          
Concentration Risk [Line Items]          
Revenue $ 576,415      
Percentage of concentration risk 90.00%      
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer E [Member]          
Concentration Risk [Line Items]          
Accounts receivable, gross $ 67,064 67,064  
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Others [Member]          
Concentration Risk [Line Items]          
Accounts receivable, gross $ 76,527 $ 76,527  
Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier A [Member]          
Concentration Risk [Line Items]          
Percentage of concentration risk 76.00% 61.00%  
Cost of revenue $ 46,018 $ 69,895  
Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier B[ Member]          
Concentration Risk [Line Items]          
Percentage of concentration risk 15.00% 20.00%  
Cost of revenue $ 9,362 $ 22,783  
Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Others [Member]          
Concentration Risk [Line Items]          
Percentage of concentration risk 9.00% 19.00%  
Cost of revenue $ 5,358 $ 21,722  
Accounts payable, trade 10,710 10,710  
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Supplier A [Member]          
Concentration Risk [Line Items]          
Accounts payable, trade 19,139 19,139  
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Supplier B[ Member]          
Concentration Risk [Line Items]          
Accounts payable, trade $ 10,580 $ 10,580  
v3.23.2
CONCENTRATION OF RISK (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Risks and Uncertainties [Abstract]        
Revenue $ 643,479 $ 1,118,281
Cost of revenue $ 60,738 $ 114,400
v3.23.2
SCHEDULE OF COMPONENTS OF LOSS BEFORE INCOME TAXES (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income before income taxes $ (38,993) $ (38,308) $ (373,629) $ (44,432)
UNITED STATES        
Income before income taxes     (157,072) (32,208)
HONG KONG        
Income before income taxes     (21,376) (13,503)
British Virginia Island [Member]        
Income before income taxes     (300)
Labuan [Member]        
Income before income taxes     4,508 1,279
MALAYSIA        
Income before income taxes     $ (199,389)
v3.23.2
SCHEDULE OF PROVISION FOR INCOME TAXES (Details) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Income Tax Disclosure [Abstract]    
Local
Foreign 241
- Local
- Foreign 824
- Local
- Foreign 12,899
- Local
- Foreign $ 3,357
v3.23.2
INCOME TAXES (Details Narrative)
6 Months Ended
Jun. 30, 2022
USD ($)
Jun. 30, 2022
MYR (RM)
Income Tax Disclosure [Abstract]    
Other Tax Expense (Benefit) $ 567,872 RM 2,500,000
Effective income tax rate exceeding capitalization 17.00% 17.00%
Taxable profit $ 136,289 RM 600,000
Taxable profit remaining balance tax rate 24.00% 24.00%
v3.23.2
DIVIDEND (Details Narrative) - 12 months ended Dec. 31, 2022
USD ($)
MYR (RM)
Mr Wong Kai Cheong And Mr Hoo Swee Ping [Member]    
Payments of dividends   RM 794,000
Insite MY Innovations Sdn Bhd [Member]    
Dividends $ 385,680 1,700,000
Insite MY Systems Sdn Bhd [Member]    
Dividends $ 974,182 RM 4,294,000
v3.23.2
SCHEDULE OF SEGMENT REPORTING (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Segment Reporting Information [Line Items]          
Revenue $ 643,479 $ 1,118,281  
Cost of revenue (60,738) (114,400)  
Gross profit 582,741 1,003,881  
Selling, general and administrative expenses and other income (629,942) (42,287) (1,385,097) (50,946)  
Loss from operations (47,201) (42,287) (381,216) (50,946)  
Total assets 2,906,046 926,857 2,906,046 926,857 $ 877,690
Capital expenditure     17,141
MALAYSIA          
Segment Reporting Information [Line Items]          
Revenue     1,118,281  
Cost of revenue     (114,400)  
Gross profit     1,003,881  
Selling, general and administrative expenses and other income     (1,217,736)  
Loss from operations     (213,855)  
Total assets 2,215,465 2,215,465  
Capital expenditure     17,141  
Non Malaysia [Member]          
Segment Reporting Information [Line Items]          
Revenue      
Cost of revenue      
Gross profit      
Selling, general and administrative expenses and other income     (167,361) (50,946)  
Loss from operations     (167,361) (50,946)  
Total assets 690,581 926,857 690,581 926,857  
Capital expenditure      
Information Technology Business [Member]          
Segment Reporting Information [Line Items]          
Revenue     1,118,281  
Cost of revenue     (114,400)  
Gross profit     1,003,881  
Selling, general and administrative expenses and other income     (1,385,097) (50,946)  
Loss from operations     (381,216) (50,946)  
Total assets $ 2,906,046 $ 926,857 2,906,046 926,857  
Capital expenditure     $ 17,141  

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