UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
OF THE SECURITIES EXCHANGE ACT OF 1934
For
The Quarterly Period Ended
or
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission
File Number
(Exact name of registrant issuer as specified in its charter)
|
|
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s
phone 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.
☒ 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 ☐ ☒
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.
Large
Accelerated Filer ☐ Accelerated Filer ☐
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 fled 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.
Yes
☐ No
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 June 30, 2025 | |
| Common Stock, $ par value |
TABLE OF CONTENTS
| 2 |
PART I FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
JOCOM HOLDINGS CORP.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| F- 1 |
JOCOM HOLDINGS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2025 (Unaudited) AND DECEMBER 31, 2024 (Audited)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
|
As of June 30, 2025 |
As of December 31, 2024 |
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| ASSETS | ||||||||
| NON-CURRENT ASSET | ||||||||
| Intangible asset |
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| Total Non-Current Asset | $ | $ |
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| CURRENT ASSETS | ||||||||
| Cash and bank balances |
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| Deposit and prepayments |
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| Other receivable |
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| Total Current Assets | $ |
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$ |
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| TOTAL ASSETS | $ |
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$ |
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| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
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Other payables and accruals
(including $
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| Amount due to directors |
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| Income tax payable |
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| TOTAL CURRENT LIABILITIES | $ |
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$ |
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| TOTAL LIABILITIES | $ |
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$ |
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| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred shares, $ par value; shares authorized; issued and outstanding | ||||||||
| Common Shares, par value $ ; shares authorized, shares issued and outstanding as of June 30, 2025 as compared to shares issued and outstanding as of December 31, 2024. |
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| Subscription receivable |
(
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) | ||||||
| Additional paid-in capital |
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| Exchange translation reserve |
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| Accumulated losses |
(
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) |
(
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) | ||||
| TOTAL STOCKHOLDERS’ EQUITY | $ |
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$ |
(
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) | |||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ |
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$ |
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||||
See accompanying notes to condensed consolidated financial statements.
| F- 2 |
JOCOM HOLDINGS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSSES
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
|
For the three months ended June 30 |
For the six months ended June 30 |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| REVENUE | $ | $ |
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$ | $ |
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||||||||||
| COST OF REVENUE | $ | $ | $ | $ | ||||||||||||
| GROSS PROFIT | $ | $ |
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$ | $ |
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||||||||||
| OTHER INCOME | $ |
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$ |
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$ |
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$ |
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GENERAL AND ADMINISTRATIVE
EXPENSES (including $
|
$ |
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$ |
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$ |
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$ |
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| (LOSS)/PROFIT BEFORE INCOME TAX | $ |
(
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) | $ |
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$ |
(
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) | $ |
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||||||
| INCOME TAX EXPENSE | $ | $ | $ | $ | ||||||||||||
| NET (LOSS)/PROFIT | $ |
(
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) | $ |
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$ |
(
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) | $ |
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||||||
| OTHER COMPREHENSIVE (LOSS)/PROFIT | $ | $ | $ | $ | ||||||||||||
| TOTAL COMPREHENSIVE (LOSS)/PROFIT | $ |
(
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) | $ |
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$ |
(
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) | $ |
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||||||
| Net loss per share, basic and diluted: | $ | $ | $ | $ | ||||||||||||
| Weighted average number of common shares outstanding – Basic and diluted | ||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
| F- 3 |
JOCOM HOLDINGS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
| Six months ended June 30, 2024 | ||||||||||||||||||||||||||||
| Common Stock | ||||||||||||||||||||||||||||
|
Number
of
Shares |
Amount |
Additional Paid-In Capital |
Accumulated Losses |
Subscription receivable |
Exchange Translation Reserve |
Total Equity |
||||||||||||||||||||||
| Balance as of December 31, 2023 (Audited) |
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(
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) |
(
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) | |||||||||||||||||||||
| Net loss from January 1, 2024 to March 31, 2024 |
(
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(
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| Balance as of March 31, 2024 (Unaudited) |
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(
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(
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) | |||||||||||||||||||||
| Exchange Translation Reserve |
(
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) |
(
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) | ||||||||||||||||||||||||
| Net profit from April 1, 2024 to June 30, 2024 |
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| Balance as of June 30, 2024 (Unaudited) |
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(
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(
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(
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| Six months ended June 30, 2025 | ||||||||||||||||||||||||||||
| Common Stock | ||||||||||||||||||||||||||||
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Number
of
Shares |
Amount |
Additional Paid-In Capital |
Accumulated Losses |
Subscription receivable |
Exchange Translation Reserve |
Total Equity |
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| Balance as of December 31, 2024 (Audited) |
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(
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) |
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(
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) | ||||||||||||||||||||
| Exchange Translation Reserve |
(
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) |
(
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) | ||||||||||||||||||||||||
| Net profit from January 1, 2025 to March 31, 2025 |
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| Balance as of March 31, 2025 (Unaudited) |
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(
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(
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| Shares issued in the Unregistered Sales of Equity Securities completed on 24 June 2025 at $ per share |
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| Subscription receivable |
(
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) |
(
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) | ||||||||||||||||||||||||
| Exchange Translation Reserve |
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| Net loss from April 1, 2025 to June 30, 2025 |
(
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(
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| Balance as of June 30, 2025 (Unaudited) |
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(
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(
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See accompanying notes to consolidated financial statements
| F- 4 |
JOCOM HOLDINGS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
|
Six months ended June 30 |
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| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net (loss)/profit | $ |
(
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) | $ |
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|||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Allowance for doubtful debt |
(
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) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Trade receivable |
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| Other receivable |
(
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) | ||||||
| Deposits and prepayment |
(
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) |
(
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) | ||||
| Other payables and accruals |
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(
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) | |||||
| Amount due to directors |
(
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) |
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| Net cash (used in)/generated from operating activities |
(
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) |
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| CASH FLOWS FROM INVESTING ACTIVITY: | ||||||||
| Written off of intangible asset |
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| Net cash generated from investing activity |
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| CASH FLOWS FROM FINANCING ACTIVITY: | ||||||||
| Proceeds from issuance of common stocks |
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| Subscription receivable |
(
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) | ||||||
| Net cash generated from financing activity |
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| Effect of exchange rate changes on cash and cash equivalent |
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(
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) | |||||
| Net (decrease)/increase in cash and cash equivalents |
(
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) |
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| Cash and cash equivalents, beginning of period |
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| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ |
|
$ |
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| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||||
| Income taxes paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
| F- 5 |
JOCOM HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
1. DESCRIPTION OF BUSINESS AND ORGANIZATION
Jocom Holdings Corp. was incorporated on January 8, 2021 under the laws of the state of Nevada.
The Company, through its subsidiary, engaged in providing data analytic services, which cover customer behavior and predictive customer analysis.
On
April 15, 2021, the Company acquired
On
June 12, 2024, Jocom Holdings Corp, its wholly owned subsidiary, acquired
Details of the Company’s subsidiaries:
| Company name | Place/date of incorporation | Particulars of issued capital | Principal activities | |||||
| 1. |
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|
shares
of ordinary share of US$
|
|
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| 2. |
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|
shares of ordinary share of Malaysian Ringgit RM1 each |
|
For purposes of consolidated financial statement presentation, Jocom Holdings Corp. and its subsidiaries are hereinafter referred to as the “Company”.
| F- 6 |
JOCOM HOLDINGS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2025, and 2024 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. Operating results for the period ended June 30, 2025, are not necessarily indicative of the results that may be expected for the year ended December 31, 2025. The condensed consolidated balance sheet information as of December 31, 2024 was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2024. 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, which the Company controls and entities for which the Company is the primary beneficiary. Acquired businesses are included in the consolidated financial statements from the date on which control is transferred to the Company. All inter-company accounts and transactions have been eliminated in the consolidation.
Basis of consolidation
The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated upon consolidation.
Revenue recognition
The Company follows the guidance of ASC 606, “Revenue from Contracts” . ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.
The revenue generated was a service fee paid by a client to carry out data analytic services in the Southeast Asia online grocery market.
Use of estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.
Cash and cash equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
Intangible Asset
The Company follows the guidance according ASC Topic 350, “Testing Indefinite-Lived Intangible Assets for Impairment” paragraph 350-30-35-18, an intangible asset that is not subject to amortization shall be tested for impairment annually. There is no legal, regulatory, contractual, competitive, economic, or no foreseeable limit on the period of time over which it is expected to contribute to the cash flows of the Company, thus the useful life of the asset shall be considered to be indefinite.
| F- 7 |
JOCOM HOLDINGS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
Credit losses
The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables.
Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecasts. Based on the aging categorization and the adjusted loss rate per category, an allowance for credit losses is calculated by multiplying the adjusted loss rate with the amortized cost in the respective age category.
Income taxes
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 periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements
uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the
financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax
positions must initially and subsequently be measured as the largest amount of tax benefit that has
Going Concern
The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the period
ended June 30, 2025, the Company suffered an accumulated deficit of $
The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.
| F- 8 |
JOCOM HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
The Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
Foreign currencies translation
The reporting and functional currency of the Company and its subsidiaries in Labuan is United States Dollars (“US$”) which being the primary currency of the economic environment in which these entities operate.
In addition, the Company’s subsidiary in Kuala Lumpur, Malaysia maintains its books and record in Malaysian Ringgit (“RM”), which is the respective functional currency as being the primary currency of the economic environment in which the entity operates.
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.
Translation
of amounts from RM into US$1 has been made at the following exchange rates for the respective periods:
|
As of and for the six months ended June 30, 2025 |
As of and for the twelve months ended December 31, 2024 |
|||||||
| Period-end RM : US$1 exchange rate |
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| Period-average RM : US$1 exchange rate |
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Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
| F- 9 |
JOCOM HOLDINGS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
Fair value of financial instruments :
The carrying value of the Company’s financial instruments: cash and cash equivalents, prepayment, deposits, accounts payable and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.
The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
Level 1 : Observable inputs such as quoted prices in active markets;
Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
Recent accounting pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
3. COMMON STOCK
On
January 8, 2021, the Company issued
shares of restricted common stock, with a par value of $
per share, to Ms. Agnes in
consideration of $
On
May 1,2021 the Company issued
shares of restricted common stock, with a par value of $
per share, to Ms. Agnes in consideration
of $
On
May 1, 2021 the Company issued
shares of restricted common stock to Mr. Joshua with a par value of $
per share, in consideration
of $
| F- 10 |
JOCOM HOLDINGS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
On
June 1, 2021 the Company issued
shares of restricted common stock to SEATech Ventures Corp. with a par value of $
per
share, in consideration of $
On
June 1, 2021 the Company issued
shares of restricted common stock to JTalent Sdn. Bhd with a par value of $
per share,
in consideration of $
On
June 1, 2021 the Company issued
shares of restricted common stock to GreenPro Venture Capital Limited with a par value of $
per share, in consideration of $
On
June 1, 2021, the Company issued
shares of restricted common stock to GreenPro Asia Strategic SPC - GreenPro Asia Strategic Fund
SP with a par value of $
per share, in consideration of $
Between
the period of June 20, 2021 to July 20, 2021, the Company issued
shares of restricted common stock to 23 foreign parties, all
of which do not reside in the United States. A total of
shares of restricted common stock were sold at a price of $
per
share. The total proceeds to the Company amounted to a total of $
Between
the period of July 25, 2021 to September 10, 2021, the Company issued
shares of restricted common stock to 26 foreign parties,
all of which do not reside in the United States. A total of
shares of restricted common stock were sold at a price of $
per share. The total proceeds to the Company amounted to a total of $
Between
the period of January 1, 2023 to September 15, 2023, the Company issued
shares of common stock to 16 foreign parties, all of which
do not reside in the United States. A total of
shares of common stock were sold at a price of $
per share. The total proceeds
to the Company amounted to a total of $
Between
the period of April 9, 2025 to May 19, 2025, the Company issued
shares of restricted common stock to 5 foreign parties, all
of which do not reside in the United States. A total of
shares of restricted common stock were sold at a price of $
per
share. The total proceeds to the Company amounted to a total of $
As of June 30, 2025 and December 31, 2024 the Company has an issued and outstanding common share of and .
| F- 11 |
JOCOM HOLDINGS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
4. INTANGIBLE ASSET
|
As of June 30, 2025 (Unaudited) |
As of December 31, 2024 (Audited) |
|||||||
| At cost: | $ | $ |
|
|||||
| AI Smart Platform | $ | $ |
|
|||||
5. CASH AND CASH EQUIVALENTS
As
at June 30, 2025, and December 31, 2024, the Company recorded cash and cash equivalents of $
6. OTHER RECEIVABLE
Other
receivable consisted of the following as of June 30, 2025, and December 31, 2024.
|
As of June 30, 2025 (Unaudited) |
As of December 31, 2024 (Audited) |
|||||||
| Other receivable | $ |
|
$ | |||||
| Total other receivable | $ |
|
$ | |||||
As
of June 30, 2025, other receivable of $
As of December 31, 2024, other receivable is $ .
7. DEPOSITS AND PREPAYMENTS
Deposits
and prepayments consisted of the following as of June 30, 2025, and December 31, 2024.
|
As of June 30, 2025 (Unaudited) |
As of December 31, 2024 (Audited) |
|||||||
| Deposits |
|
|
||||||
| Prepayments |
|
|
||||||
| Total deposits and prepayments | $ |
|
$ |
|
||||
As
of June 30, 2025, total deposits paid of $
As
of June 30, 2025, total prepayments are mainly for the advance payment made for consulting fees which are invoiced in July 2025. The
prepayments as of December 31, 2024 are $
8. OTHER PAYABLES AND ACCRUALS
Other payables and accruals consisted of the following as of June 30, 2025, and December 31, 2024.
|
As of June 30, 2025 (Unaudited) |
As of December 31, 2024 (Audited) |
|||||||
| Other payables | $ |
|
$ |
|
||||
| Accruals | $ |
|
$ |
|
||||
| Total other payables and accruals | $ |
|
$ |
|
||||
As
of June 30, 2025 and December 31, 2024, other payables of $
| F- 12 |
JOCOM HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
9. AMOUNT DUE TO DIRECTORS
Amount due to directors consisted of the following as of June 30, 2025, and December 31, 2024.
|
As of June 30, 2025 (Unaudited) |
As of December 31, 2024 (Audited) |
|||||||
| Amount due to directors | $ |
|
$ |
|
||||
| Total amount due to directors | $ |
|
$ |
|
||||
As
of June 30, 2025, the amount $
10. INCOME TAXES
For the six months ended June 30, 2025 and 2024, the local (United States) and foreign components of profit/ (loss) before income taxes were comprised of the following:
|
For the six months ended June 30, 2025 |
For the six months ended June 30, 2024 |
|||||||
| Tax jurisdictions from: | ||||||||
| Local | $ |
(
|
) |
(
|
) | |||
| Foreign, representing | ||||||||
| - Labuan | $ |
|
|
|||||
| - Malaysia (other than Labuan) | $ |
(
|
) |
(
|
) | |||
| (Loss)/Profit before income tax | $ |
(
|
) |
|
||||
The provision for income taxes consisted of the following:
|
For the six months ended June 30, 2025 |
For the six months ended June 30, 2024 |
|||||||
| Current: | ||||||||
| - Local | $ | $ | ||||||
| - Foreign | ||||||||
| Income tax expense | $ | $ |
The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: United States and Malaysia including Labuan that are subject to taxes in the jurisdictions in which they operate, as follows:
United States of America
The
Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of June 30, 2025, the
operations in the United States of America incurred $
Labuan
Under
the current laws of the Labuan, Jocom Holdings Corp.is governed under the Labuan Business Activity Act, 1990. The tax charge for such
company is based on
Malaysia (Other than Labuan)
Under
the current laws of Malaysia, JHC Digital Sdn. Bhd. is governed under the Income Tax Act, 1967. The tax charge for such company is based
on
| F- 13 |
JOCOM HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
11. RELATED PARTY TRANSACTIONS
|
For the six months ended June 30, 2025 (Unaudited) |
For the twelve months ended December 31, 2024 (Audited) |
|||||||
| Jocom MShopping Sdn. Bhd. 1 | ||||||||
| - Revenue | $ | $ |
|
|||||
| Joshua Sew 2 | ||||||||
| - Director Allowance | $ |
|
$ | |||||
| Agnes Chua 2 | ||||||||
| - Director Allowance | $ |
|
$ | |||||
| Loke Yu 3 | ||||||||
| - Consulting Fee | $ |
|
$ | |||||
| Khoo Ghi Geok 4 | ||||||||
| - Accounting Fee | $ |
|
$ |
|
||||
| 1 |
|
| 2 |
|
| 3 |
|
| 4 |
|
12. COMMITMENTS AND CONTINGENCIES
As
of June 30, 2025, the Company has
13. CONCENTRATION OF RISK
The Company is exposed to the following concentration of risk:
(a) Major customers
For the six months ended June 30, 2025 and 2024, the customers who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at period-end are presented as follows:
| For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | |||||||||||||||||||||||
| Revenue | Percentage of revenue | Account Receivable-Trade | Revenue | Percentage of revenue | Account Receivable-Trade | |||||||||||||||||||
| Customer A | $ | % | $ | $ |
|
|
% | $ |
|
|||||||||||||||
| Customer B | $ | % | $ | $ |
|
|
% | $ |
|
|||||||||||||||
| $ | % | $ | $ |
|
|
% | $ |
|
||||||||||||||||
| F- 14 |
JOCOM HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
(b) Major suppliers
For the six months ended June 30, 2025, and 2024, there is no vendor who accounted for 10% or more of the Company’s purchase and the accounts payable balances at period-end.
(c) Credit risk
Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.
(d) Exchange rate risk
The Company cannot guarantee that the current exchange rate will remain stable, therefore there is a possibility that the Company could post the same amount of income for two comparable periods and because of the fluctuating exchange rate actually post higher or lower income depending on exchange rate of RM converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.
14. SEGMENT INFORMATION
ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.
The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below:
By Business Unit:
| For the six months ended June 30, 2025 | ||||||||||||
| Investment Holding | Software Solution | Total | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ||||||||||||
| Depreciation and amortization | $ | $ | $ | |||||||||
| Net (loss)/profit before taxation | $ |
(
|
) | $ |
|
$ |
(
|
) | ||||
| Total assets | $ |
|
$ |
|
$ |
|
||||||
| For the six months ended June 30, 2024 | ||||||||||||
| Investment Holding | Software Solution | Total | ||||||||||
| Revenue | $ |
|
$ |
|
||||||||
| Cost of revenue | ||||||||||||
| Depreciation and amortization | $ | $ | ||||||||||
| Net (loss)/profit before taxation | $ |
(
|
) | $ |
|
$ |
|
|||||
| Total assets | $ |
|
$ |
|
$ |
|
||||||
| F- 15 |
JOCOM HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
By Geography:
| For the six months ended June 30, 2025 | ||||||||||||
| US | Malaysia | Total | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ||||||||||||
| Depreciation and amortization | $ | $ | $ | |||||||||
| Net (loss)/profit before taxation | $ |
(
|
) | $ |
|
$ |
(
|
) | ||||
| Total assets | $ |
|
$ |
|
$ |
|
||||||
| For the six months ended June 30, 2024 | ||||||||||||
| US | Malaysia | Total | ||||||||||
| Revenue | $ | $ |
|
$ |
|
|||||||
| Cost of revenue | ||||||||||||
| Depreciation and amortization | $ | $ | $ | |||||||||
| Net (loss)/profit before taxation | $ |
(
|
) | $ |
|
$ |
|
|||||
| Total assets | $ |
|
$ |
|
$ |
|
||||||
| * | Revenues and costs are attributed to countries based on the location of customers. |
15. 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, 2025 up through the date the Company issued the audited consolidated financial statements. During this period, there was no subsequent event that required recognition or disclosure.
| F- 16 |
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 April 8, 2024, for the period ended June 30, 2025 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 S-1. The following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated 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 quarterly 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 10-K 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 transition 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
Jocom Holdings Corp., a Nevada Corporation, is a company that operates through its wholly owned subsidiary, Jocom Holdings Corp., a Company organized in Labuan, Malaysia. The Nevada and, Malaysia corporations share the same exact business plan.
On June 12, 2024, Jocom Holdings Corp. (Labuan) invested in JHC Digital Sdn. Bhd., which is incorporated in Kuala Lumpur, Malaysia, and owned 100% equity interest.
We currently provide data analytic services, which cover customer behavior and predictive customer analysis. Our inhouse data analytic software solution, namely “JOCOM AI Smart Platform”, is developed by our CEO, Mr. Sew, through his past experience in software development and the fresh grocery industry. JOCOM AI Smart Platform is a subscription based web software. Via our wholly owned subsidiary, Jocom Holdings Corp., we own the rights to a propriety analytics platform, “JOCOM AI SMART PLATFORM”, referred to herein as “the Software”, which analyzes buying patterns and customer behaviors of consumers of grocery items within Malaysia. We also have an interface that allows users to purchase and schedule grocery delivery. Our Software is able to integrate on our interface and analyze data from the interface. Amongst other things, the Software can analyze customer behaviors, predict customers behaviors, and optimize product placement.
Results of Operation
For the six months ended June 30, 2025 and June 30, 2024
Revenues
The Company generated revenue of $Nil and $12,000 for the six months ended June 30, 2025 and 2024 respectively. The revenue was a result of a service fee paid by a client to carry out data analytic services on the Southeast Asian online grocery market via our software solution.
Cost of Revenue and Gross Profit
For the six months ended June 30, 2025 and 2024, the Company did not have any cost of revenue. The Company generated gross profits of $Nil and $12,000 respectively for the six months ended June 30, 2025 and 2024.
| 3 |
Other Income
For the six months ended June 30, 2025 and 2024, the Company generated other income of $86,714 and $62,433 from waiver given on liabilities and foreign currency variations.
General and administrative expenses
General and administrative expenses for the six months ended June 30, 2025 and 2024 amounted to $140,841 and $49,126 respectively.
Net Profit/ (Loss)
The net loss was $54,127 for the six months ended June 30, 2025 as compared to net profit of $25,307 for the six months ended June 30, 2024. The decrease in the net profit was mainly from higher operational expenses in which the company is moving in to long term strategies on acquisitions.
Liquidity and Capital Resources
As of June 30, 2025, we had cash and cash equivalents of $261 as compared to $4,243 as of June 30, 2024. We expect increased levels of operations going forward will result in more significant cash flow.
We depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations.
Cash Generated / Used In Operating Activities
For the six months ended June 30, 2025, net cash used in operating activities was $702,291 and net cash generated from operating activities is $4,113 for the six months ended June 30, 2024. The cash used in operating activities was mainly for payment of general and administrative expenses.
Cash Generated/ Used In Investing Activity
For the period from January 1, 2025 to June 30, 2025, the net cash generated from investing activity was $1 and for the period from January 1, 2024 to June 30, 2024, there was no cash used for the investing activity.
Cash Generated/ Used in Financing Activity
For
the period from January 1, 2025 to June 30, 2025, net cash generated financing activity of $700,000 was from the proceed from issuance
of common stocks.
For the period from January 1, 2024 to June 30, 2024, there was no net cash used in the financing activity.
Credit Facilities
We do not have any credit facilities or other access to bank credit.
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, 2025.
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| 4 |
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
Evaluation of 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, 2025. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties and effective risk assessment; (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; and (iv) lack of internal audit function due to the fact that the Company lacks qualified resources to perform the internal audit functions properly and that the scope and effectiveness of the internal audit function are yet to be developed. The aforementioned material weaknesses were identified by our chief executive officer in connection with the review of our financial statements as of June 30, 2025.
Changes in Internal Control over Financial Reporting:
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 5 |
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers are an adverse party or has a material interest adverse to us.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Between the period of April 9, 2025 to May 19, 2025, the Company issued 7,000,000 shares of restricted common stock to 5 foreign parties, all of which do not reside in the United States. A total of 7,000,000 shares of restricted common stock were sold at a price of $0.10 per share. The total proceeds to the Company amounted to a total of $700,000 went to the Company to be used as working capital.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information.
None.
| 6 |
ITEM 6. Exhibits
| Exhibit No. | Description | |
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* | |
| 32.1 | Section 1350 Certification of principal executive officer * | |
| 101.INS | Inline XBRL Instance Document* | |
| 101.SCH | Inline XBRL Schema Document* | |
| 101.CAL | Inline XBRL Calculation Linkbase Document* | |
| 101.DEF | Inline XBRL Definition Linkbase Document* | |
| 101.LAB | Inline XBRL Label Linkbase Document* | |
| 101.PRE | Inline XBRL Presentation Linkbase Document* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
| 7 |
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.
| Jocom Holdings Corp. | ||
| (Name of Registrant) | ||
| Date: August 12, 2025 | ||
| By: | /s/ SEW WEN CHEAN | |
| Title: | Chief Executive Officer, Director | |
| 8 |