SecProbe.io

CORRESP
1
filename1.htm

January
05, 2023

VIA
EDGAR TRANSMISSION

U.S.
Securities and Exchange Commission

Division
of Corporations Finance

100
F Street, NE

Washington,
D.C. 20549

RE:
AsiaFIN Holdings Corp.

Form
10-KT for the Transition Period Ended December 31, 2021

Filed
March 30, 2022

File
No. 333-251413

To
all the good men and women of the SEC

We
received your letter date December 1, 2022 with regards to the above mentioned you have additional comment on our latest 10-KT filing:

Form
10-KT for the Transition Period Ended December 31, 2021

SEC
question 1:

Item
9A. Controls and Procedures, page 18

  1.
  Please
  disclose the conclusions of your principal executive officer and principal financial officer regarding the effectiveness of your disclosure
  controls and procedures as of the end of the period covered by this report. Refer to Item 307 of Regulation S-K.

AsiaFIN
Response:

ITEM
9A. CONTROLS AND PROCEDURES

Evaluation
of Disclosure Controls and Procedures

As
of the end of the period covered by this Report, our management carried out an evaluation, under the supervision and with the participation
of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on the foregoing
evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2021, our disclosure controls
and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.

Management’s
Report on Internal Control over Financial Reporting

Our
management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining
adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f)
promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive and
principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

    ●
    Pertain
    to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets
    of the company;

    ●
    Provide
    reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
    accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being
    made only in accordance with authorizations of management and directors of the company; and

    ●
    Provide
    reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s
    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. 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. All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent
limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to
reduce, though not eliminate, this risk.

As
of December 31, 2021, our management, including our principal executive officer and principal financial officer, 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”)
and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management, including our principal executive
officer and principal financial officer, concluded that, during the period covered by this Report, internal controls over financial reporting
were not effective. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting
that adversely affected our internal controls and that may be considered to be material weaknesses.

Identified
Material Weakness

A
material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies, that
results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.

Our
Management, including our principal executive officer and principal financial officer, identified the following material weakness during
its assessment of internal controls over financial reporting as of December 31, 2021:

    1.
    We
    do not have adequate resources on finance personnel - Insufficient full-time personnel with appropriate levels of accounting
    knowledge and experience to monitor the daily recording of transactions, address accounting issues and to prepare and review financial
    statements and submit SEC filing related documents.

    2.
    We
    do not have adequate segregation of duties and effective risk assessment – Lack of segregation of duties and effective
    risk assessment may cause the Company to face the likelihood of fraud or theft, due to poor oversight, governance and review to detect
    errors.

Accordingly,
the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual
or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

Management’s
Remediation Initiatives

To
further strengthen the Company’s internal controls, we plan to initiate the following measures going forward:

    1.
    We
    intend to add staff members to our management team for making sure that information required to be disclosed in our reports filed
    and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and will the staff members
    will have segregated responsibilities with regard to these responsibilities.

    2.
    We
    plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical
    accounting expertise within the accounting function. The accounting personnel is responsible for reviewing the financing activities,
    facilitate the approval of the financing, record the information regarding the financing, and submit SEC filing related documents
    to our legal counsel in order to comply with the filing requirements of SEC.

We
created a position of finance manager and appointed our finance manager on September 1, 2021.

We
anticipate that the rest of initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2021.

Changes
in internal controls over financial reporting

There
was no significant change in our internal controls over financial reporting that occurred
during the period covered by this Report, which has materially affected, or is reasonably likely to materially affect, our internal controls
over financial reporting:

This
annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal
control over financial reporting. Management’s report was not subject to attestation by the Company’s registered independent
public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s
report in this Annual Report on Form 10-KT.

SEC
question 2:

Signatures,
page 27

  2.
  Please
  ensure that your Forms 10-K are signed by the registrant, and on behalf of the registrant by its principal executive officer, its principal
  financial officer, its controller or principal accounting officer, and by at least the majority of the board of directors. Any person
  who occupies more than one of the specified positions shall indicate each capacity in which he signs the report. Refer to General Instruction
  D(2) of Form 10-K. Similarly ensure that your Forms 10-Q are signed on your behalf by a duly authorized officer and by your principal
  financial officer or your chief accounting officer. Refer to General Instruction E of Form 10-Q. Also, ensure that your Forms 10-K
  and 10-Q include under Exhibits 31 and 32 the required certifications from both your principal executive officer and your principal
  financial officer. Refer to Item 601(b)(31) and (32) of Regulation S-K and Rules 15d-14(a) and (b) of the Exchange Act.

AsiaFIN
Response:

Our
filing was signed by our board of directors rather than principal executive and principal financial officers as per Item 307 of Regulation
S-K. The signing was disregarded due to our principal financial officer only came onboard in September 2021, and we have been following
the same format on signatures even though the internal control on financial reporting procedures has been in place.

We
assure compliance to Item 307 of Regulation S-K, on signing by principal executive and principal financial officer for all future filing.
We filed sample of signatures for all future filing for 10K and 10Q as Exhibit A to this letter for your reference.

You
may contact me if you require further information. Thank you and sorry for the inconvenience caused.

Date:
December 23, 2021

  By:
  /s/Wong
  Kai Cheong

  Wong
  Kai Cheong

  Chief
  Executive Office, President, Secretary,

  Treasurer,
  and Director

  (Principal
  Executive Officer)

Exhibit
A

Sample
Signature on 10-K

SIGNATURES

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

    ASIAFIN
    HOLDINGS CORP.

    Date:
    30 March 2022
    By:
    /s/
    Wong Kai Cheong

    Wong
    Kai Cheong

    Chief
    Executive Officer, President, Director, Secretary,

Treasurer

Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons in the capacities and
on the dates indicated.

    Date:
    30 March 2022
    By:
    /s/
    Wong Kai Cheong

    Wong
    Kai Cheong

    Chief
    Executive Officer,

    President,
    Director, Secretary and Treasurer

    (Principal
    Executive Officer)

    Date:
    30 March 2022
    By:
    /s/
    Cham Hui Yin

    Cham
    Hui Yin

    Finance
    Manager

    (Principal
    Financial Officer and Principal Accounting Officer)

    Date:
    30 March 2022
    By:
    /s/
    Seah Kok Wah

    Seah
    Kok Wah

    Director

Sample
Signature on 10-Q

SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

    AsiaFIN
    Holdings Corp

    (Name
    of Registrant)

    Date:
    May 11, 2022
    By:
    /s/
    Wong Kai Cheong

    Wong
    Kai Cheong

    Chief
                                            Executive Officer,

    President,
    Director, Secretary and Treasurer

    (Principal
    Executive Officer)

    Date:
    May 11, 2022
    By:
    /s/
    Cham Hui Yin

    Cham
    Hui Yin

    Finance
    Manager

    (Principal
    Financial Officer and Principal

Accounting Officer)

Sample
Signature on Exhibit 31

EXHIBIT
31.1

CERTIFICATION

I,
Wong Kai Cheong, certify that:

1.
I have reviewed this annual report on Form 10-KT of AsiaFIN Holdings Corp. (the “Company”);

2.
Based on my knowledge, this annual 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:
    30 March 2022
    By:
    /s/
    Wong Kai Cheong

    Wong
    Kai Cheong

    Chief
    Executive Officer, President, Director,

Secr