Filed 2025-05-05 · Period ending 2024-12-31 · 22,919 words · SEC EDGAR
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# JOCOM HOLDINGS CORP. (JOCM) — 10-K **Filed:** 2025-05-05 **Period ending:** 2024-12-31 **Accession:** 0001641172-25-008460 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1907425/000164117225008460/) **Origin leaf:** 29f162c7991b4fb77fa2f863f322a614004381152602ecc6e0ef2fba59b3cc7c **Words:** 22,919 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM 10-K** | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | **For The Fiscal Year Ended December 31, 2024** **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 000-56629** **JOCOM HOLDINGS CORP.** (Exact name of registrant issuer as specified in its charter) | Nevada | | 38-4177722 | | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) | | **Unit No. 11-1, Level 11, Tower 3, Avenue 3, Bangsar South, No. 8 Jalan Kerinchi, 59200 KUALA LUMPUR, MALAYSIA** (Address of principal executive offices, including zip code) Registrants phone number, including area code **+6012 5189937** Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No 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 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 12 months (or for such shorter period that the registrant was required to submit and post such files). YES NO Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. 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. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No The aggregate market value of the voting and non-voting common stock held by non-affiliates on June 30, 2024 (the last business day of our most recently completed second fiscal quarter) was $6,702,990 based on the average bid and asked price of $1.18. Securities registered pursuant to Section 12(b) of the Act: | Title of each class | | Name of each exchange on which registered | | | Common Stock | | The OTC Market OTCQB | | 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. Yes No APPLICABLE ONLY TO CORPORATE REGISTRANTS Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date. | Class | | Outstanding at December 31, 2024 | | | Common Stock, $.0001 par value | | 57,680,500 | | | | | | | | Jocom Holdings Corp. FORM 10-K For the Fiscal Year Ended December 31, 2024 Index | | | Page | | | PART I | | | | | | | | | Item 1. | Business | 2 | | | Item 1A. | Risk Factors | 5 | | | Item 1B. | Unresolved Staff Comments | 5 | | | Item 1C. | Cybersecurity | 5 | | | Item 2. | Properties | 5 | | | Item 3. | Legal Proceedings | 5 | | | Item 4. | Mine Safety Disclosure | 5 | | | | | | | | PART II | | | | | | | | | Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 6 | | | Item 6. | Selected Financial Data | 7 | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 7 | | | Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 12 | | | Item 8. | Financial Statements and Supplementary Data | 12 | | | Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 12 | | | Item 9A. | Controls and Procedures | 12 | | | Item 9B. | Other Information | 12 | | | | | | | | PART III | | | | | | | | | Item 10. | Directors, Executive Officers and Corporate Governance | 13 | | | Item 11. | Executive Compensation | 15 | | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 16 | | | Item 13. | Certain Relationships and Related Transactions, and Director Independence | 17 | | | Item 14. | Principal Accounting Fees and Services | 18 | | | | | | | | PART IV | | | | | | | | | Item 15. | Exhibits, Financial Statement Schedules | 19 | | | | | | | | SIGNATURES | 20 | | | | | | | | **CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS** *This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as anticipate, expect, intend, plan, believe, foresee, estimate and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:* | | | The availability and adequacy of our cash flow to meet our requirements; | | | | | | | | | | Economic, competitive, demographic, business and other conditions in our local and regional markets; | | | | | | | | | | Changes or developments in laws, regulations or taxes in our industry; | | | | | | | | | | Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities; | | | | | | | | | | Competition in our industry; | | | | | | | | | | The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business; | | | | | | | | | | Changes in our business strategy, capital improvements or development plans; | | | | | | | | | | The availability of additional capital to support capital improvements and development; and | | | | | | | | | | Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC. | | *This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.* **Use of Defined Terms** Except as otherwise indicated by the context, references in this Report to: | | | The Company, we, us, or our, Jocom Holdings are references to Jocom Holdings Corp, a Nevada corporation. | | | | | | | | | | Common Stock refers to the common stock, par value $.0001, of the Company; | | | | | | | | | | U.S. dollar, $ and US$ refer to the legal currency of the United States; | | | | | | | | | | Securities Act refers to the Securities Act of 1933, as amended; and | | | | | | | | | | Exchange Act refers to the Securities Exchange Act of 1934, as amended. | | | 1 | | **PART I** **ITEM 1. BUSINESS** **Corporate History** **** 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 100% of the equity interests in Jocom Holdings Corp. (herein referred as the Malaysia Company), a private limited company incorporated in Labuan, Malaysia. In consideration of the equity interests of Jocom Holdings Corp., Ms. Chua was compensated $100 USD. On June 12, 2024, Jocom Holdings Corp, its wholly owned subsidiary, acquired 100% of the equity interests in JHC Digital Sdn. Bhd. (herein referred as the Malaysia Company), a private limited company incorporated in Kuala Lumpur, Malaysia. In consideration of the equity interests of JHC Digital Sdn Bhd., Ms. Chua was compensated $2,120 USD. Details of the Companys subsidiaries: | | Company name | | Place/date of incorporation | | Particulars of issued capital | | Principal activities | | | | | | | | | | | | | 1. | Jocom Holdings Corp. | | Labuan, January 26, 2021 | | 100 shares of ordinary share of US$ 1 each | | Data Analytic Software Solution | | | 2. | JHC Digital Sdn. Bhd. | | Kuala Lumpur, June 12, 2024 | | 10,000 shares of ordinary share of Malaysian Ringgit RM1 each | | Trading of all kinds of goods online or offline, ecommerce, logistics activities, consulting services for software technology and software development. | | **Business 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 Labuan, Malaysia corporations share the same exact business plan. Note: The purpose of the Labuan, Malaysia Company is to function as the current regional hub, carrying out the majority of physical operations of the Company. Initially, we intend for our services to cover the whole of mainland of Malaysia. The Labuan company is part of our international business structure that encompasses our expansion plans and provides other trade and tax benefits. JHC Digital Sdn. Bhd., a wholly owned subsidiary of Jocom Holdings Corp., Labuan, is incorporated in Kuala Lumpur, Malaysia, for the groups future business expansion to trading of all kinds of goods online or offline, ecommerce, logistics activities, consulting services for software technology and software development. * **** Data Analytic Software Solution Jocom Holdings Corp currently provides data analytic services in relation to analyzing customers buying patterns as it relates to grocery items.. It also makes predictions on customers consumption manners, and assists e-commerce businesses and grocery retailers in optimizing their product placements with customers. The services are provided through using in house developed data analytic software solution namely JOCOM AI Smart Platform, which was developed by our CEO, Mr. Sew based on his past experience in the software development and fresh grocery industry. JOCOM AI Smart Platform is a subscription-based web software. Our sole client at this time, who is also a related party of the Issuer, is an e-commerce platform operator located in Malaysia. In the future we plan to expand our services to additional customers and to customers in other geographic regions in Southeast Asia. Logistic Predictive Algorithm We plan to expand our software solution to cover the logistic segment by developing a logistic prediction algorithm. This software solution will take into account several factors such as fleet availability, incoming orders, traffic conditions etc., to create a real-time simulation and provide the best possible routes and delivery options, thus increasing delivery efficiency and saving costs. We believe the biggest challenges for local store-based grocery retailers and online grocery stores is timeliness of orders and reliability of delivery to customers which is essential in building a loyal customer base and retaining existing customers. Given this, we believe that a software solution with logistic prediction algorithm is essential for grocery retailers and online grocery stores for the logistical management of their grocery products. Our software solution will have a user interface with logistic service provider and logistic operator so grocery retailers could integrate their system with their logistic provider partners system. | 2 | | Our logistic engine will take in location data and any real-time road conditions to allow for a smoother and faster delivery system. Our delivery partner will feed location and road data, such as bumpy roads, traffic lights, speed cameras, potholes or even accident-prone areas, automatically into our engine to ensure end users get their parcel and delivery on time. On cross border trade, our logistic engine will be able to align with multiple 3rd party logistics provider and integrate with them to the extent of cross border, by regional, outstation, suburb, cities, and choose the fastest route to send products to international end user in the best effort modelling. The selection of various and multiple logistic will be made possible by integrating to DHL, FedEx, post offices, PO boxes and even a scheduled 3rd party logistic upon arrival on the different countries. The shipping by air and sea freight will allow the tracking of the parcel on real-time basis. At present, all plans pertaining to the future development of our data analytic software solution are in development, and we cannot state with any certainty how much time, capital, or other resources will be required to fully develop our data analytic software solution. JOCOM Mobile Commerce Platform Traditionally, we believe manufacturers were at the mercy of selling via wholesalers and retail chains, as it was extremely difficult to reach the end consumer directly if they operated independently. Nonetheless, with the emergence of e-commerce platforms like Shopify, WooCommerce, and marketplaces like Amazon and Etsy, entrepreneurs have opened their own stores and thus began D2C manufacturing or Factory-to-Consumer (F2C).[18] The mission of our company is to address and develop solutions that impact the lives of both consumers and businesses through m-commerce technology. We intend to provide a total integrated solution that protects both consumers and vendors. Jocom Holdings Corp* will be able to provide a convenient way to assist traditional businesses by providing the platform of latest technology connecting to rural farmers, producers and vendors with affluent consumer via e-commerce. This will greatly increase the margins of producers and subsequently removing intermediaries and inefficiencies along the supply chain line, enabling transfer of value directly from point-to-point. We believe that customers will be able to shop for items at their own leisure and in the comfort of their own home by browsing through the different categories or using the search function bar and making payments through credit cards and or other major internet payment gateway solutions. We intend to eventually develop into a full-fledged m-commerce (Mobile commerce) platform specialized in online groceries and shopping. Though data collected from our analytic software solution and publicly available information, we anticipate that our system will automate the customer acquisition modelling, a process which automatically identifies the best potential leads and establishes the best strategies to convert user traffic into active customers. For the farmers/producers/vendors side, our system will generate a list of information, including but not limited to, gender, age, monthly consumption, demographic area etc., and product types that we believe would most appeal to them based on this information. This information will also be automatically categorized into various product types, such as dry, powder, liquid, chilled, frozen and other keywords. The data AI engine will then give suggestion on monthly output for products of same category on a household basis, thus it could be used for production forecasting and sales forecasting purposes. We believe this will support brands and manufacturers to not under or overproduce. A further 12 months sales cycle of similar products that exist in our database can then be compared, on one-to-one or group basis. We believe our AI engine can eventually produce more precise prediction and replace the forecasting of retailers and hypermarket, thus speeding up the sales process of particular SKU in the shortest time frame. We intend that our grocery e-modules will able to integrate with other e-commerce platforms to sell our specialty, namely Asian Groceries, to other SEA and International countries via a cross border logistic integration. | 3 | | **Patents** 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 have delivered grocery items delivered. 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. The Patent and Trademark number is LY2021W02673. The patent covers the geographic area of Malaysia. The details of the Patent can be found at the following source: https://iponlineext.myipo.gov.my/SPHI/Extra/IP/Mutual/Browse.aspx?sid=637880787831647295 **Marketing** Our current marketing plans are still at an initial stage. Going forward we intend to introduce Facebook campaigns and various online advertisement to promote our services. We plan to introduce vouchers, a loyalty program, bulk purchases, discount campaigns and other strategies that would increase awareness of our brand. We will also expand our offerings to include other categories such as healthy snacks and organic food. The Company will position itself to market with a mobile e-commerce application that includes the ability to check stock in local stores, or sending push notifications when users get within a certain range of a local warehouse to be able to target them with personalized offers. The Company plan to focus its intention on cultivating a positive customer experience by managing both orders and returns. Features such as delivery and returns tracking will be integrated to give users more control and engagement with the buying process. We believe that creating membership and loyalty rewards options will also keep customer coming back. The Company intends to integrate and build machine learning into the sales platform, allowing it to track behavior and predict user needs, simultaneously boosting *Jocom Holdings Corps* sales and improve customer experience. Positioning *Jocom Holdings Corp* as an environment and or health-conscious brand would be a strong differentiator in the market, since the competition has not adopted this strategy. **Competition** *Jocom Holdings Corp*s will be in direct negotiation and contact with vendors, manufacturers, wholesalers and main distributors in the grocery supply chain, which we believe will allow the company to enjoy up to 20% gross margin, while keeping only minimal product stock. The Company intends to attract vendors, as many of them are not IT-savvy or familiar with e-commerce operations but wish to participate in the growing internet business. Dealing directly with *Jocom Holdings Corp* also allows better margin for vendors as the company handles the logistics and distribution i.e. order picking, sorting and delivery (with cold storage support) which save vendors cost and ensure efficient and fresh delivery to the customers. At present our competition is comprised of any and all companys offering online grocery shopping within Malaysia and ASEAN, although we believe that our intended 24 hour deliver, our anticipated gross margins, the utility of our mobile application, and our officers business connections, all provide us with a significant competitive advantage. **Employees** As of December 31, 2024, the company has a total of 2 full-time employees at our headquarter office in Kuala Lumpur, Malaysia which includes our founder and Chief Executive Officer Mr. Sew, and our co-founder & Chief Financing Officer, Ms. Chua. Currently, all of our employees, Officers and/or Directors have the flexibility to work on our business up to 30 hours per week, but are prepared to devote more time if necessary. As our business and operations increase, we plan to hire full time management, technical and administrative support personnel. Our CEO, Mr. Sew, who graduated with a Computer Science degree and has more than 20 years of extensive experience in IT and software development, will be the key officer developing our technology infrastructure. We do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our Officers, Directors or employees. **Government Regulation** At present, we are subject to the laws and regulations of the jurisdictions in which we operate, which may include business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and supervisory requirements. | 4 | | **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 1B. UNRESOLVED STAFF COMMENTS** 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 1C. CYBERSECURITY** **Risk management and strategy** Jocom Holdings Corp. acknowledges the crucial necessity of establishing, executing, and sustaining strong cybersecurity measures to secure our information systems. This is undertaken to uphold the confidentiality, integrity, and accessibility of our data. We plan to strategically incorporate cybersecurity risk management into all our comprehensive risk management framework, fostering a corporate culture that prioritizes cybersecurity at all levels. This integration shall be done in stages so as to guarantee that cybersecurity factors are ingrained in our decision-making processes throughout the organization. We plan to incorporate a risk management team to collaborate closely with the IT department, consistently assessing and mitigating cybersecurity risks in alignment with our business goals and operational requirements. We recognize the intricate and ever-changing nature of cybersecurity threats. To address this, we shall collaborate with external experts, including cybersecurity assessors, consultants, and auditors. This cooperation shall involve regular audits, threat assessments, and consultations to enhance our security measures. These efforts ensure that our cybersecurity strategies adhere to industry best practices and remain effective in safeguarding our systems. Understanding the potential risks associated with third-party service providers, we shall implemented stringent processes to oversee and manage these concerns. We shall conduct thorough security assessments before engaging with any third-party provider and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. This involves quarterly assessments by our management and continuous evaluations by our security engineers. This approach is designed to mitigate the risks of data breaches or other security incidents originating from third-party sources. We have not encountered cybersecurity issues that have significantly impacted our operational performance or financial status. **Governance** The Board of Directors is fully aware of the vital importance of managing cybersecurity risks. To ensure effective governance in handling these risks, the Board shall implement a strong oversight mechanisms. This reflects our understanding of the significant impact these threats can have on operational integrity and stakeholder confidence. Our Board of Directors is tasked with overseeing data privacy and cybersecurity risks. They regularly review the Companys cybersecurity program with management, evaluating the adequacy of controls and security for our information technology systems. Additionally, they assess the Companys response plan in case of a security breach affecting these systems. Annually, the Board of Directors receives updates on potential cybersecurity incidents, data privacy, and compliance programs, engaging in active discussions with management on cybersecurity risks. **ITEM 2. PROPERTIES** Our office is located at Unit No. 11-1, Level 11, Tower 3, Avenue 3, Bangsar South, No. 8 Jalan Kerinchi, 59200, Kuala Lumpur, Malaysia. **ITEM 3. 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 or affiliates, or any beneficial shareholder are an adverse party or has a material interest averse to us. **ITEM 4. MINE SAFETY DISCLOSURES** Not applicable. | 5 | | **PART II** **ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES** **** **Market Information** The Company is currently quoted under OTC Markets under symbol JOCM since July 31, 2024. The Company believes that we do not have an established public trading market, and we cannot assure you that there will be any liquidity for our common stock in the future and such quotation reflect inter-dealer prices, without retail mark up, mark-down or commission and may not necessarily represent actual transactions. | Fiscal Year 2024 | | High Bid | | | Low Bid | | | | First Quarter | | $ | - | | | $ | - | | | | Second Quarter | | $ | - | | | $ | - | | | | Third Quarter | | $ | 1.18 | | | $ | 1.18 | | | | Fourth Quarter | | $ | 1.18 | | | $ | 1.18 | | | **Holders** As of December 31, 2024, we had 57,680,500 shares of our Common Stock par value, $0.0001 issued and outstanding. There were 67 beneficial owners of our Common Stock. **Transfer Agent and Registrar** The transfer agent for our capital stock is VStock Transfer, LLC, with an address at 18, Lafayette Place, Woodmere, New York 11598 and telephone number is +1 (212)828-8436. **Penny Stock Regulations** The Securities and Exchange Commission has adopted regulations which generally define penny stock to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchasers prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealers presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the penny stock rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market. In addition to the penny stock rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customers financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors ability to buy and sell our stock. **Dividend Policy** Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our board of directors out of funds legally available for such purpose. We are under no obligations or restrictions to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our board of directors currently intends to retain all earnings for use in the business for the foreseeable future. **Equity Compensation Plan Information** Currently, there is no equity compensation plan in place. **Unregistered Sales of Equity Securities** Currently, there is no unregistered sales of equity securities. | 6 | | **Purchases of Equity Securities by the Registrant and Affiliated Purchasers** We have not repurchased any shares of our common stock during the fiscal year ended December 31, 2024. **ITEM 6. SELECTED FINANCIAL DATA** 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 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS** *The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report.* *Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words may, will, should, anticipate, estimate, plan, potential, project, continuing, ongoing, expects, management believes, we believe, we intend, or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.* *The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.* 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. We currently provide data analytic services, which cover customer behavior and predictive customer analysis, to, at present, one client. Our present client, a Malaysia company named Jocom Mshopping Sdn Bhd, who is a related party, runs an e-commerce platform operator located in Malaysia. 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. Our office and mailing address is Unit No. 11-1, Level 11, Tower 3, Avenue 3, Bangsar South, No. 8 Jalan Kerinchi, 59200, Kuala Lumpur. We lease our office space monthly at a cost of approximately RM 7,716.80 (equal to approximately $1,681 USD as of year end conversion rate). The office space is leased from Ms. Chua Hwee Ping, our Chief Financial Officer, President, Secretary, Treasurer and Director. | 7 | | Results of Operations for the year ended December 31, 2024 and 2023 Revenue The Company generated revenue of $24,000 and $24,000 for the year ended December 31, 2024 and 2023. 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 Margin For the year ended December 31, 2024 and 2023, the Company did not have any cost of revenue. The Company generated gross profits of $24,000 and $24,000 for the year ended December 31, 2024 and 2023. Other Income For the year ended December 31, 2024, the Company generated other income of $131,674 which $51,301 is from foreign currency variations and $80,373 is from reversal of doubtful debts. For the year ended December 31, 2023, the Company generated other income of $36,232 from foreign currency variations. General and Administrative Expenses General and administrative expenses for the year ended December 31, 2024 and 2023 amounted to $87,155 and $217,123 respectively. Net profit/loss The net profit for the year ended December 31, 2024 was $68,519 as compared to net loss $156,891 for the year ended December 31, 2023. The decrease in net loss was mainly from the reversal of over accruals of operating expenses and reversal of provision of doubtful debt. Taking into the loss for the year ended December 31, 2023, the accumulated loss for the Company has decreased from $713,047 to $644,528. Liquidity and Capital Resources As of December 31, 2024, we had cash and cash equivalents of $2,481 as compared to $134 for the year ended December 31, 2023. 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 Provided by/Used In Operating Activities For the year ended December 31, 2024 net cash provided by operating activities was $2,280 whereas for the year ended December 31, 2023, net cash used in operating activities is $115,318. The cash used in operating activities was mainly for payment of general and administrative expenses. Cash Provided by/Used In Financing Activities For the year ended December 31, 2024, there is no net cash used in/provided by financing activity whereas for the year ended December 31, 2023, net cash provided by financing activities was $59,409 which $80,500 was proceeds from sale of common stock less lease payments at $21,091. | 8 | | Cash provided by/used in Investing Activity During the year ended December 31, 2024 and 2023, there is no net cash used in/provided by investing activity. Credit Facilities We do not have any credit facilities or other access to bank credit. Critical Accounting Policies and Estimates Basis of presentation The consolidated financial statements for Jocom Holdings Corp. and its subsidiaries for the year ended December 31, 2024 is prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and include the accounts of Jocom Holdings Corp. and its wholly owned subsidiaries, Jocom Holdings Corp. Intercompany accounts and transactions have been eliminated on consolidation. The Company has adopted December 31 as its fiscal year end. Basis of consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated upon consolidation. 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 year 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. Plant and equipment Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational. | Categories | | Estimated useful life | | | Renovation | | 2 years | | Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the statement of operations Leases Effective November 1, 2019, the Company adopted the guidance of ASC 842, *Leases,* which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The implementation of ASC 842 did not have a material impact on the Companys consolidated financial statements and did not have a significant impact on our liquidity. The Company adopted ASC 842 using a modified retrospective approach. (see Note 6). Revenue recognition In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 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. Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The Company derives its revenue from provision of technical consultancy on solar power system and consultancy on green energy solution. | 9 | | 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 year 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 year 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 a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. 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, as of December 31, 2024, the Company suffered an accumulated deficit of $644,528, and having capital deficiency of $68,561. These factors raise substantial doubt about the Companys ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Companys 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 Companys 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 stock holders, in the case of equity financing. | 10 | | Net loss per share The Company calculates net 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 year. 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 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. The reporting currency of the Company is United States Dollars (US$). The Companys subsidiary in Labuan maintains its books and record in United States Dollars (US$) respectively, and Ringgits Malaysia (MYR) is functional currency as being the primary currency of the economic environment in which the entity operates. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the US$ 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 year. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders equity. Translation of amounts from MYR into US$1 has been made at the following exchange rates for the respective year: | | | As of and for the year ended December 31, | | | | | | 2024 | | | 2023 | | | | | | | | | | | | | | | Year-end RM: US$1 exchange rate | | | 4.476 | | | | 4.589 | | | | Year-average RM: US$1 exchange rate | | | 4.563 | | | | 4.561 | | | 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 Companys financial instruments: cash and cash equivalents, accounts payable and accrued liabilities, and amount due to a director 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, considers the applicability and impact of all accounting standards updates (ASUs). Management periodically reviews new accounting standards that are issued. **Accounting Standards Adopted in 2024** **Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures:** In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The new standard provides improvements to reportable segment disclosure requirements through amendments that require disclosure of significant segment expenses and other segment items on an interim and annual basis and requires all annual disclosures about a reportable segments profit or loss and assets to be made on an interim basis. The standard also requires the disclosure of the chief operating decision makers (CODM) title and position and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The standard also clarifies that if the CODM uses more than one measure in assessing segment performance and deciding how to allocate resources, a company may report the additional segment profit or loss measure(s) and that companies with a single reportable segment must provide all disclosures required by this amendment. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The standard should be applied retrospectively to all prior periods presented in the financial statements. During the fourth quarter of 2024, we adopted ASU 2023-07 and enhanced our segment disclosures in line with the new guidance. The adoption had no effect on our consolidated financial statements. **Accounting Standards not yet Adopted** **Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures:** In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its unaudited condensed consolidated financial statements and related disclosures. The Company does not expect that any other recently issued accounting pronouncements will have a significant effect on its condensed consolidated financial statements. | 11 | | **Accounting Standards Update 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses:** **** In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements and related disclosures. Off-Balance Sheet Arrangements The Company has no off-balance sheet arrangements. **ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK** 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA** The financial statements required by this item are located in PART IV of this Annual Report. **ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE** None. **ITEM 9A. CONTROLS AND PROCEDURES** Disclosures Control and Procedures We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2024. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting. A material weakness in internal control over financial reporting is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of December 31, 2024, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. Changes in internal controls over financial reporting There were no changes in our internal control over financial reporting during the year ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. **ITEM 9B. OTHER INFORMATION** None. | 12 | | **PART III** **ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE** Our executive officers and directors and their respective ages as of the date hereof are as follows: | NAME | | AGE | | POSITION | | | Sew Wen Chean (Joshua) | | 44 | | Chief Executive Officer, Director | | | Chua Hwee Ping (Agnes) | | 50 | | Chief Financial Officer, President, Secretary, Treasurer, Director | | Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years. **Sew Wen Chean (Joshua) Chief Executive Officer, Director** Mr. Sew graduated from Monash University in 2004 with a degree in Computer Science. Mr. Sew has more than 10 years experiences in the IT industry since 2002 when he first joined a US-based NexusOnDemand.com as programmer. In 2004, he was appointed as regional sales director (Asia Pacific) of Nexus Software Solutions Sdn Bhd (Nexus Digital Signs), a full turnkey solutions provider specializing in digital signage software and hardware development. He served in this role until 2009. During his tenure with NexusOnDemand.com, Mr. Sew completed projects for reputable clients including Low Yat group, Bank Negara Malaysia UEM Berhad, The Star, Subang Terminal Skypark and Shanghai CISCO Customer Service Centre in China. He gained extensive experience in the Asia Pacific region working with various system integrators, consultants and partners to complete large scale projects involving supply, installation integration, commissioning and testing of digital signage solutions. Along with his professional career in the IT industry, Mr. Sew acquired the capability to design and architect customized hardware and software as well as development of full turnkey solutions. In 2011, in view of the potential growth prospect of e-commerce and mobile commerce, and the confidence to build a fully integrated complete solution for online and mobile commerce, he made several e-grocery solutions that provide middle-integrated software to sellers that allow them to conduct e-commerce operations in ASEAN. Mr. Sew has extensive knowledge in e-Commerce and logistics as he currently holds the position of Chairman of the Malaysia Digital Chamber of Commerce (MDCC) and he was previously President until the end of his term in September 2018. Mr. Sew has Fintech experience and also various technology implementation in the industry. **Chua Hwee Ping (Agnes) Chief Financial Officer, President, Secretary, Treasurer, Director** Ms. Chua has been actively involved in the business and capital market industry for the past 20 years and has acquired skills in creating effective business models to continuously adapt to changes in business and industrial environments as well as evolving market needs. Ms. Chua received certification by the Association of the Chartered Certified Accountants in 2003. She holds several positions in business associations including Vice Chairlady of Ladies Entrepreneur Bureau of Asean Retail-Chains and Franchise Federation, Vice Chairlady of Women in Logistics and Transportation (WILAT), a member of National Association of Women Entrepreneur Association (MCWEA) and advisory roles in various business organizations. Ms. Chua started her career as an investment officer for Megaton Holdings Sdn Bhd from 2003 to 2005. In 2007, she joined Eurway Sdn Bhd as its CFO and subsequently she was appointed as managing director for Noah Communication Sdn Bhd in 2008. She was also appointed a senior dealer representative of Hong Leong Group Securities Sdn Bhd in 2007 when she expanded her knowledge on securities and its related regulations. Between 2010 and 2013, she was the CFO of 1 Media Medium Sdn Bhd. | 13 | | **Corporate Governance** The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the SEC) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Companys employees, officers and Directors as the Company is not required to do so. In lieu of an Audit Committee, the Companys Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Companys financial statements and other services provided by the Companys independent public accountants. The Board of Directors, the Chief Executive Officer and the Chief Financial Officer of the Company review the Companys internal accounting controls, practices and policies. *Committees of the Board* Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Directors believes that it is not necessary to have such committees, at this time, because the Director(s) can adequately perform the functions of such committees. *Audit Committee Financial Expert* Our Board of Directors has determined that we do not have a board member that qualifies as an audit committee financial expert as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as independent as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules. We believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an audit committee financial expert would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date. *Involvement in Certain Legal Proceedings* Our Directors and our Executive officers have not been involved in any of the following events during the past ten years: | 1. | bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; | | | 2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); | | | 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or | | | 4. | being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. | | | 5. | Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; | | | 6. | Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; | | | 7. | Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or | | | 8. | Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. | | Independence of Directors We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so. *Code of Ethics* We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics. *Shareholder Proposals* Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment. A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our Chief Executive Officer and Director, Sew Wen Chean, at the address appearing on the first page of this Information Statement. | 14 | | **ITEM 11. EXECUTIVE COMPENSATION** The following table sets forth information concerning the compensation of our Chief Executive Officer, and the executive officers who served at the end of the year December 31, 2024, for services rendered in all capacities to us. **Summary Compensation Table:** | Name and Principal Position | | | Year | | | | Salary ($) | | | | Bonus ($) | | | | Stock Awards ($) | | | | Option Awards ($) | | | | Non-Equity Incentive Plan Compensation ($) | | | | Nonqualified Deferred Compensation Earnings ($) | | | | All Other Compensation ($) | | | | Total ($) | | | | Sew Wen Chean | | | 2024 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (Chief Executive Officer, Director) | | | 2023 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | Chua Hwee Ping | | | 2024 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (Chief Financial Officer, President, Secretary, Treasurer, Director) | | | 2023 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | **Narrative Disclosure to Summary Compensation Table** There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control. **Stock Option Grants** We have not granted any stock options to our executive officers since our incorporation. **Employment Agreements** We do not have an employment or consulting agreement with any officers or Directors. **Compensation Discussion and Analysis** **Director Compensation** Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors. **Executive Compensation Philosophy** Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officers performance. This package may also include long-term stock based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company. **Incentive Bonus** The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Companys best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives. **Long-term, Stock Based Compensation** In order to attract, retain and motivate executive talent necessary to support the Companys long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award. | 15 | | **ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS** As of December 31, 2024, the Company has 57,680,500 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report. The following table sets forth, as of December 31, 2024, certain information with regard to the record and beneficial ownership of the Companys common stock by (i) each person known to the Company to be the record or beneficial owner of more than 5% of the Companys common stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of the Company as a group: | Name and Address of Beneficial Owner | | Shares of Common Stock Beneficially Owned | | | Common Stock Voting Percentage Beneficially Owned | | | Total Voting Percentage Beneficially Owned | | | | Executive Officers and Directors | | | | | | | | | | | | | | | Nil | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5% or greater shareholders (excluding officers/directors) | | | | | | | | | | | | | | | Worldory Sdn Bhd | | | 38,000,000 | | | | 65.88 | % | | | 65.88 | % | | | SEATech Ventures Corp. Address: 11-05 & 11-06, Tower A Ave 3, Vertical Business Suite, Jalan Kerinchi Bangsar South, 59200 Kuala Lumpur | | | 8,500,000 | | | | 14.74 | % | | | 14.74 | % | | | JTalent Sdn. Bhd. | | | 5,500,000 | | | | 9.54 | % | | | 9.54 | % | | Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the persons actual voting power at any particular date. | (1) | Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of the date of this table. In determining the percent of common stock owned by a person or entity as of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on as of the date of this Annual Report (57,680,500 shares), and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares. | | | | | | | (2) | Based on the total issued and outstanding shares of 57,680,500 as of the date of this Annual Report. | | **** | 16 | | **** **** **ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE** On January 8, 2021 Ms. Chua Hwee Ping was appointed President, Secretary, Treasurer and Director of the Company. On January 8, 2021, the Company issued 100,000 shares of restricted common stock, with a par value of $0.0001 per share, to Ms. Chua in consideration of $10. The $10 in proceeds went to the Company to be used as working capital. Ms. Chua currently serves as our Chief Financial Officer, President, Secretary, Treasurer and as member of our Board of Directors. On April 15, 2021, we, the Company acquired 100% of the equity interests of Jocom Holdings Corp. (herein referred to as the Malaysia Company), a private limited company incorporated in Labuan, Malaysia. Prior to the acquisition of the Malaysia Company, it was solely controlled by Ms. Chua Hwee Ping. In consideration of the equity interests of Jocom Holdings Corp., Ms. Chua Hwee Ping was compensated $100 USD. Between the period of January 8, 2021 to June 1, 2021, the Company sold shares of common stock to 6 foreign parties, all of which do not reside in the United States. A total of 53,900,000 shares of restricted common stock were sold at a price of $0.0001 per share. The total proceeds to the Company amounted to a total of $5,400 went to the Company to be used as working capital. Between the period of June 20, 2021 to July 21, 2021, the Company issued 2,300,000 shares of restricted common stock to 23 foreign parties, all of which do not reside in the United States. A total of 2,300,000 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 $230,000 went to the Company to be used as working capital. It should be noted that out of these 23 foreign parties, 4 individuals namely Sew Wen Farn, Sew Wen Kuan, Sew Wen Tak and Sew Wen Ya are siblings of our Chief Executive Officer and Director, Mr. Sew Wen Chean. Between the period of July 25, 2021 to September 10, 2021, the Company issued 1,300,000 shares of restricted common stock to 26 foreign parties, all of which do not reside in the United States. A total of 1,300,000 shares of restricted common stock were sold at a price of $0.20 per share. The total proceeds to the Company amounted to a total of $260,000 went to the Company to be used as working capital. It should be noted that out of these 26 foreign parties, 1 individual namely Sew Wen Kuan is sibling of our Chief Executive Officer and Director, Mr. Sew Wen Chean. On December 30, 2021 Ms. Chua Hwee Ping was appointed Chief Financial Officer of the Company. On December 30, 2021 Mr. Sew Wen Chean was appointed Chief Executive Officer and Director of the Company. As of December 31, 2022, expenses of $9,270 were paid for by our directors, Ms. Chua Hwee Ping and Mr. Sew Wen Chean. As of December 31, 2021, a deposit of $579 was made by our director, Ms. Chua Hwee Ping, for opening a Company bank account. The amounts are unsecured, interest-free and repayable on demand. Our office and mailing address is Unit No. 11-1, Level 11, Tower 3, Avenue 3, Bangsar South, No. 8 Jalan Kerinchi, 59200, Kuala Lumpur. We lease our office space monthly at a cost of approximately RM 7,716.80 (equal to approximately $1,681 USD as of year end rate). The office space is leased from Ms. Chua Hwee Ping, our Chief Financial Officer, President, Secretary, Treasurer and Director. **Review, Approval and Ratification of Related Party Transactions** Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our directors will continue to approve any related party transaction. | 17 | | **ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES** Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years. | | | For the Year Ended December 31, 2024 | | | For the Year Ended December 31, 2023 | | | | Audit fees | | $ | 24,819 | | | $ | 24,100 | | | | Accounting related fees | | | | | | | | Current year | | | 30,095 | | | | 40,441 | | | | Over provision | | | (33,510 | ) | | | - | | | | Tax fees | | | 2,939 | | | | 2,720 | | | | All other fees | | | - | | | | - | | | | Total | | $ | 24,343 | | | $ | 67,261 | | | The category of Audit fees includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents. The category of Audit-related fees includes employee benefit plan audits, internal control reviews and accounting consultation. There was a reversal of $36,390 being over accruals of accounting fee from July 2023 to September 2024 done in 2024. All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors. | 18 | | **PART IV** **ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES** **(a) Financial Statements** The following are filed as part of this report: Financial Statements The following financial statements of JOCOM HOLDINGS CORP. and Report of Independent Registered Public Accounting Firm are presented in the F pages of this Report: | | Page | | | | | | | Index | F-1 | | | | | | | Report of Independent Registered Public Accounting Firm | F-2 | | | | | | | Financial Statements | | | | | | | | Consolidated Balance Sheets | F-3 | | | | | | | Consolidated Statements of Operations and Comprehensive Loss | F-4 | | | | | | | Consolidated Statements of Changes in Stockholders Equity | F-5 | | | | | | | Consolidated Statements of Cash Flows | F-6 | | | | | | | Notes to Consolidated Financial Statements | F-7 F-16 | | **(b) Exhibits** The following exhibits are filed or furnished herewith: | 3.1 | Articles of Incorporation** | | | | | | | 3.2 | Bylaws** | | | | | | | 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* | | * Filed herewith. ** As filed in the Registrants Registration Statement on Form S-1 Amendment No.4 (File No. 333-265850) on November 30, 2022. | 19 | | **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: May 5, 2025 | By: | /s/ SEW WEN CHEAN | | | | Title: | Chief Executive Officer, Director | | **** | 20 | | **** **** **INDEX TO FINANCIAL STATEMENTS** | | Page | | | Financial Statements | | | | | | | | Report of Independent Registered Public Accounting Firm | F-2 | | | | | | | Consolidated Balance Sheets | F-3 | | | | | | | Consolidated Statements of Operations and Comprehensive Loss | F-4 | | | | | | | Consolidated Statements of Changes in Stockholders Equity | F-5 | | | | | | | Consolidated Statements of Cash Flows | F-6 | | | | | | | Notes to Consolidated Financial Statements | F-7 - F-16 | | **** | F-1 | | **** **** * **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** **The Board of Directors and Stockholders of** **Jocom Holdings Corp.** Unit No. 11-1, Level 11, Tower 3, Avenue 3 Bangsar South, No. 8, Jalan Kerinchi 59200 Kuala Lumpur, Malaysia Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Jocom Holdings Corp. (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive income/(loss), consolidated statements of changes in stockholders equity, and consolidated statements of cash flows for the each of the years in the two-year period ended December 31, 2024 and 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the each of the years in the two-year period ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America. Subtantial Doubt About the Entitys Ability to continue as a Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, as of 31 December 2024, the Company suffered an accumulated losses of $644,528 and having capital deficiency of $68,561. These factors raise substantial doubt about the Companys ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical matters. | /s/ JP CENTURION & PARTNERS PLT | | | | JP CENTURION & PARTNERS PLT | | | We have served as the Companys auditor since 2021. Kuala Lumpur, Malaysia 5 May 2025 PCAOB ID: 6723 | F-2 | | **JOCOM HOLDINGS CORP.** **CONSOLIDATED BALANCE SHEETS** **AS OF DECEMBER 31, 2024 and 2023** **(Currency expressed in United States Dollars (US$), except for number of shares)** **(Audited)** | | | As of December 31, 2024 | | | As of December 31, 2023 | | | | | | | | | | | | | | | ASSETS | | | | | | | | | | | NON-CURRENT ASSETS | | | | | | | | | | | Intangible asset | | | 1 | | | | 1 | | | | Plant and equipment, net | | | - | | | | 1 | | | | Total Non-Current Assets | | $ | 1 | | | $ | 2 | | | | | | | | | | | | | | | CURRENT ASSETS | | | | | | | | | | | Trade receivable | | | - | | | | - | | | | Deposits and prepayment | | | 5,790 | | | | 360 | | | | Cash and bank balances | | | 2,481 | | | | 134 | | | | Total Current Assets | | $ | 8,271 | | | $ | 494 | | | | | | | | | | | | | | | TOTAL ASSETS | | $ | 8,272 | | | $ | 496 | | | | | | | | | | | | | | | LIABILITIES AND STOCKHOLDERS EQUITY | | | | | | | | | | | CURRENT LIABILITIES | | | | | | | | | | | Other payables and accruals (including $26,464 and $70,823 to related party as of December 31, 2024, and 2023 respectively) | | | 69,434 | | | | 132,806 | | | | Amount due to directors | | | 6,019 | | | | 3,457 | | | | Income tax payable | | | 1,380 | | | | 1,380 | | | | Leased Liabilities | | | - | | | | - | | | | TOTAL CURRENT LIABILITIES | | $ | 76,833 | | | $ | 137,643 | | | | | | | | | | | | | | | TOTAL LIABILITIES | | $ | 76,833 | | | $ | 137,643 | | | | | | | | | | | | | | | STOCKHOLDERS EQUITY | | | | | | | | | | | SHAREHOLDER EQUITY | | | | | | | | | | | Preferred shares, $0.0001 par value; 200,000,000 shares authorized; None issued and outstanding | | | - | | | | - | | | | Common Shares, par value $0.0001; 600,000,000 shares authorized, 57,680,500 shares issued and outstanding as of December 31, 2024 and December 31, 2023 respectively | | | 5,768 | | | | 5,768 | | | | Additional paid-in capital | | | 570,132 | | | | 570,132 | | | | Exchange translation reserve | | | 67 | | | | - | | | | Accumulated losses | | | (644,528 | ) | | | (713,047 | ) | | | TOTAL STOCKHOLDERS EQUITY | | $ | (68,561 | ) | | $ | (137,147 | ) | | | | | | | | | | | | | | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | | $ | 8,272 | | | $ | 496 | | | See accompanying notes to consolidated financial statements. | F-3 | | **JOCOM HOLDINGS CORP.** **CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)** **FOR YEAR ENDED DECEMBER 31, 2024 AND 2023** **(Currency expressed in United States Dollars (US$), except for number of shares)** **(Audited)** | | | December 31, 2024 | | | December 31, 2023 | | | | | | | | | | | | | Revenue (including $6,000 and $24,000 revenue to related party for the year ended December 31, 2024 and 2023 respectively) | | $ | 24,000 | | | $ | 24,000 | | | | | | | | | | | | | | | Gross profit | | | 24,000 | | | | 24,000 | | | | | | | | | | | | | | | Other Income | | | 131,674 | | | | 36,232 | | | | | | | | | | | | | | | Operating expenses: | | | | | | | | | | | General and administrative expenses(including $10,500 and $21,035 of general and administrative expenses to related party for the year ended December 31, 2024 and 2023 respectively) | | | (87,155 | ) | | | (217,123 | ) | | | | | | | | | | | | | | Profit/(Loss) before income tax | | | 68,519 | | | | (156,891 | ) | | | | | | | | | | | | | | Income tax expense | | | - | | | | - | | | | | | | | | | | | | | | Profit/(Loss) for the year | | $ | 68,519 | | | $ | (156,891 | ) | | | | | | | | | | | | | | Other comprehensive loss: | | | | | | | | | | | - Foreign currency translation gain | | | 67 | | | | - | | | | | | | | | | | | | | | Comprehensive profit | | $ | 68,586 | | | $ | (156,891 | ) | | | | | | | | | | | | | | Net loss per share - Basic and diluted | | | - | | | | - | | | | | | | | | | | | | | | Weighted average number of common shares outstanding - Basic and diluted | | | 57,680,500 | | | | 57,657,399 | | | See accompanying notes to consolidated financial statements. | F-4 | | **JOCOM HOLDINGS CORP.** **CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY** **FOR YEAR ENDED DECEMBER 31, 2024 AND 2023** **(Currency expressed in United States Dollars (US$), except for number of shares)** **(Audited)** | | | Number of Shares | | | Amount | | | Paid-In Capital | | | Accumulated Losses | | | Translation Reserve | | | Total Equity | | | | | | Common Stock | | | Additional | | | | | Exchange | | | | | | | | Number of Shares | | | Amount | | | Paid-In Capital | | | Accumulated Losses | | | Translation Reserve | | | Total Equity | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2022 (Audited) | | | 57,600,000 | | | | 5,760 | | | | 489,640 | | | | (556,156 | ) | | | - | | | | (60,756 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares issued in private placement completed on 25 September, 2023 at $1.00 per share | | | 80,500 | | | | 8 | | | | 80,492 | | | | - | | | | - | | | | 80,500 | | | | Shares issued in private placement | | | 80,500 | | | | 8 | | | | 80,492 | | | | - | | | | - | | | | 80,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss for the year 2023 | | | | | | | | | | | | | | | (156,891 | ) | | | | | | | (156,891 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2023 (Audited) | | | 57,680,500 | | | | 5,768 | | | | 570,132 | | | | (713,047 | ) | | | - | | | | (137,147 | ) | | | Balance | | | 57,680,500 | | | | 5,768 | | | | 570,132 | | | | (713,047 | ) | | | - | | | | (137,147 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Exchange Translation Reserve | | | - | | | | - | | | | - | | | | - | | | | 67 | | | | 67 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net profit for the year 2024 | | | | | | | | | | | | | | | 68,519 | | | | | | | | 68,519 | | | | Net profit (loss) | | | | | | | | | | | | | | | 68,519 | | | | | | | | 68,519 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2024 (Audited) | | | 57,680,500 | | | | 5,768 | | | | 570,132 | | | | (644,528 | ) | | | 67 | | | | (68,561 | ) | | | Balance | | | 57,680,500 | | | | 5,768 | | | | 570,132 | | | | (644,528 | ) | | | 67 | | | | (68,561 | ) | | See accompanying notes to consolidated financial statements | F-5 | | **JOCOM HOLDINGS CORP.** **CONSOLIDATED STATEMENTS OF CASH FLOWS** **FOR YEAR ENDED DECEMBER 31, 2024 AND 2023** **(Currency expressed in United States Dollars (US$))** **(Audited)** | | | For the year ended December 31, 2024 | | | For the year ended December 31, 2023 | | | | | | | | | | | | | CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | Net profit/(loss) | | $ | 68,519 | | | $ | (156,891 | ) | | | | | | | | | | | | | | Adjustments to reconcile net profit/(loss) to net cash used in operating activities: | | | | | | | | | | | Allowance for doubtful debt | | $ | - | | | $ | 48,373 | | | | Reversal of allowance for doubtful debt | | $ | (80,373 | ) | | $ | - | | | | Depreciation and amortisation | | $ | - | | | $ | 19,709 | | | | Interest expense | | $ | - | | | $ | 314 | | | | | | | | | | | | | | | Changes in operating assets and liabilities: | | | | | | | | | | | Trade receivable | | $ | 80,373 | | | $ | (373 | ) | | | Deposits and prepayment | | $ | (5,429 | ) | | $ | 17 | | | | Other payables and accruals | | $ | (63,372 | ) | | $ | (20,654 | ) | | | Amount due to directors | | $ | 2,562 | | | $ | (5,813 | | | | Net cash provided by/(used in) operating activities | | $ | 2,280 | | | $ | (115,318 | ) | | | | | | | | | | | | | | CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | Payment of lease liabilities | | $ | - | | | $ | (21,091 | ) | | | Proceeds from issuance of common stocks | | $ | - | | | $ | 80,500 | | | | Net cash provided by financing activities | | $ | - | | | $ | 59,409 | | | | | | | | | | | | | | | Effect of exchange rate changes on cash and cash equivalent | | $ | 67 | | | $ | - | | | | | | | | | | | | | | | Net increase/(decrease) in cash and cash equivalents | | $ | 2,347 | | | $ | (55,909 | ) | | | Cash and cash equivalents, beginning of year | | $ | 134 | | | $ | 56,043 | | | | CASH AND CASH EQUIVALENTS, END OF THE YEAR | | $ | 2,481 | | | $ | 134 | | | | SUPPLEMENTAL CASH FLOWS INFORMATION | | | | | | | | | | | Income taxes paid | | $ | - | | | $ | - | | | | Interest paid | | $ | - | | | $ | - | | | See accompanying notes to consolidated financial statements. | F-6 | | **JOCOM HOLDINGS CORP.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023** **(Currency expressed in United States Dollars (US$), except for number of shares)** **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 100% of the equity interests in Jocom Holdings Corp. (herein referred as the Malaysia Company), a private limited company incorporated in Labuan, Malaysia. In consideration of the equity interests of Jocom Holdings Corp., Ms. Chua was compensated $100 USD. On June 12, 2024, Jocom Holdings Corp, its wholly owned subsidiary, acquired 100% of the equity interests in JHC Digital Sdn. Bhd. (herein referred as the Malaysia Company), a private limited company incorporated in Kuala Lumpur, Malaysia. In consideration of the equity interests of JHC Digital Sdn Bhd., Ms. Chua was compensated $2,120 USD. Details of the Companys subsidiaries: SCHEDULE OF COMPANY SUBSIDIARIES | | Company name | | Place/date of incorporation | | Particulars of issued capital | | Principal activities | | | | | | | | | | | | | 1. | Jocom Holdings Corp. | | Labuan, January 26, 2021 | | 100 shares of ordinary share of US$ 1 each | | Data Analytic Software Solution | | | 2. | JHC Digital Sdn. Bhd. | | Kuala Lumpur, June 12, 2024 | | 10,000 shares of ordinary share of Malaysian Ringgit RM1 each | | Trading of all kinds of goods online or offline, ecommerce, logistics activities, consulting services for software technology and software development. | | For purposes of consolidated financial statement presentation, Jocom Holdings Corp. and its subsidiaries are hereinafter referred to as the Company. **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes. 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, as of December 31, 2024, the Company suffered an accumulated deficit of $644,528, and having capital deficiency of $68,561 and positive operating cash flows of $2,280. These factors raise substantial doubt about the Companys ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Companys ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Companys obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stock holders, in the case of equity financing. | F-7 | | **JOCOM HOLDINGS CORP.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023** **(Currency expressed in United States Dollars (US$), except for number of shares)** Basis of presentation The consolidated financial statements for Jocom Holdings Corp. and its subsidiaries for the year ended December 31, 2024 is prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and include the accounts of Jocom Holdings Corp. and its wholly owned subsidiaries, Jocom Holdings Corp. Intercompany accounts and transactions have been eliminated on consolidation. The Company has adopted December 31 as its fiscal year end. Basis of consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company is the primary beneficiary. All inter-company accounts and transactions have been eliminated upon consolidation. 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 year reported. Actual results may differ from these estimates. 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. 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. Plant and equipment Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational. SCHEDULE OF USEFUL LIFE PROPERTY PLANT AND EQUIPMENT | Categories | | Estimated useful life | | | Renovation | | 2 years | | Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the statement of operations Income taxes The provision of income taxes is determined in accordance with the provisions of ASC Topic 740, Income Taxes (ASC 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 year 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 year 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 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-8 | | **JOCOM HOLDINGS CORP.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023** **(Currency expressed in United States Dollars (US$), except for number of shares)** Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, *Earnings per Share.* Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. The reporting currency of the Company is United States Dollars (US$). The Companys subsidiary in Labuan maintains its books and record in United States Dollars (US$) respectively, and Ringgits Malaysia (RM) is functional currency as being the primary currency of the economic environment in which the entity operates. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the US$ 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 year. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders equity. Translation of amounts from RM into US$1 has been made at the following exchange rates for the respective years: SCHEDULE OF EXCHANGE RATES | | | 2024 | | | 2023 | | | | | | As of and for the year ended December 31, | | | | | | 2024 | | | 2023 | | | | | | | | | | | | | Year-end RM: US$1 exchange rate | | | 4.476 | | | | 4.589 | | | | Year-average RM: US$1 exchange rate | | | 4.563 | | | | 4.561 | | | Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. | F-9 | | **JOCOM HOLDINGS CORP.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023** **(Currency expressed in United States Dollars (US$), except for number of shares)** Fair value of financial instruments: The carrying value of the Companys financial instruments: cash and cash equivalents, prepayment, deposits, accounts payable and accrued liabilities and amount due to a director 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. | | Leases Effective November 1, 2019, the Company adopted the guidance of ASC 842, *Leases,* which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The implementation of ASC 842 did not have a material impact on the Companys consolidated financial statements and did not have a significant impact on our liquidity. The Company adopted ASC 842 using a modified retrospective approach. (see Note 6). **Recent accounting pronouncements** The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (ASUs). Management periodically reviews new accounting standards that are issued. **Accounting Standards Adopted in 2024** **Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures:** In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The new standard provides improvements to reportable segment disclosure requirements through amendments that require disclosure of significant segment expenses and other segment items on an interim and annual basis and requires all annual disclosures about a reportable segments profit or loss and assets to be made on an interim basis. The standard also requires the disclosure of the chief operating decision makers (CODM) title and position and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The standard also clarifies that if the CODM uses more than one measure in assessing segment performance and deciding how to allocate resources, a company may report the additional segment profit or loss measure(s) and that companies with a single reportable segment must provide all disclosures required by this amendment. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The standard should be applied retrospectively to all prior periods presented in the financial statements. During the fourth quarter of 2024, we adopted ASU 2023-07 and enhanced our segment disclosures in line with the new guidance. The adoption had no effect on our consolidated financial statements. **Accounting Standards not yet Adopted** **Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures:** In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its unaudited condensed consolidated financial statements and related disclosures. The Company does not expect that any other recently issued accounting pronouncements will have a significant effect on its condensed consolidated financial statements. **Accounting Standards Update 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses:** **** In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements and related disclosures. | F-10 | | **JOCOM HOLDINGS CORP.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023** **(Currency expressed in United States Dollars (US$), except for number of shares)** **3. COMMON STOCK** On January 8, 2021, the Company issued 100,000 shares of restricted common stock, with a par value of $0.0001 per share, to Ms. Agnes in consideration of $10. The $10 in proceeds went to the Company to be used as working capital. Ms. Agnes serves as our Chief Financial Officer, President, Secretary, Treasurer and as member of our Board of Directors. On May 1,2021 the Company issued 18,900,000 shares of restricted common stock, with a par value of $0.0001 per share, to Ms. Agnes in consideration of $1,890. The $1,890 in proceeds went to the Company to be used as working capital. On May 1, 2021 the Company issued 19,000,000 shares of restricted common stock to Mr. Joshua with a par value of $0.0001 per share, in consideration of $1,900. The $1,900 in proceeds went to the Company to be used as working capital. On June 1, 2021 the Company issued 8,500,000 shares of restricted common stock to SEATech Ventures Corp. with a par value of $0.0001 per share, in consideration of $850. The $850 in proceeds went to the Company to be used as working capital. On June 1, 2021 the Company issued 5,500,000 shares of restricted common stock to JTalent Sdn. Bhd with a par value of $0.0001 per share, in consideration of $550. The $550 in proceeds went to the Company to be used as working capital. On June 1, 2021 the Company issued 1,500,000 shares of restricted common stock to GreenPro Venture Capital Limited with a par value of $0.0001 per share, in consideration of $150. The $150 in proceeds went to the Company to be used as working capital. On June 1, 2021, the Company issued 500,000 shares of restricted common stock to GreenPro Asia Strategic SPC - GreenPro Asia Strategic Fund SP with a par value of $0.0001 per share, in consideration of $50. The $50 in proceeds went to the Company to be used as working capital. Between the period of June 20, 2021 to July 20, 2021, the Company issued 2,300,000 shares of restricted common stock to 23 foreign parties, all of which do not reside in the United States. A total of 2,300,000 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 $230,000 went to the Company to be used as working capital. Between the period of July 25, 2021 to September 10, 2021, the Company issued 1,300,000 shares of restricted common stock to 26 foreign parties, all of which do not reside in the United States. A total of 1,300,000 shares of restricted common stock were sold at a price of $0.20 per share. The total proceeds to the Company amounted to a total of $260,000 went to the Company to be used as working capital. Between the period of January 1, 2023 to September 15, 2023, the Company issued 80,500 shares of restricted common stock to 16 foreign parties, all of which do not reside in the United States. A total of 80,500 shares of restricted common stock were sold at a price of $1.00 per share. The total proceeds to the Company amounted to a total of $80,500 went to the Company to be used as working capital. As of December 31, 2024 the Company has an issued and outstanding common share of 57,680,500. | F-11 | | **JOCOM HOLDINGS CORP.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023** **(Currency expressed in United States Dollars (US$), except for number of shares)** **4. INTANGIBLE ASSET** SCHEDULE OF INTANGIBLE ASSET | | | As of December 31, 2024 (Audited) | | | As of December 31, 2023 (Audited) | | | | At cost: | | $ | 1 | | | $ | 1 | | | | AI Smart Platform | | $ | 1 | | | $ | 1 | | | | Intangible asset | | $ | 1 | | | $ | 1 | | | **** **5. PLANT AND EQUIPMENT** Plant and equipment as of December 31, 2024, and December 31, 2023 are summarized below: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT | | | As of December 31, 2024 (Audited) | | | As of December 31, 2023 (Audited) | | | | | | | | | | | | | Renovation | | $ | - | | | $ | 2,163 | | | | Total | | | - | | | | 2,163 | | | | Accumulated depreciation1 | | $ | - | | | $ | (2,162 | ) | | | Plant and equipment, net | | $ | - | | | $ | 1 | | | | 1 | | For the year ended December 31, 2024, depreciation expense was $Nil. | | | F-12 | | **JOCOM HOLDINGS CORP.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023** **(Currency expressed in United States Dollars (US$), except for number of shares)** **** **6. CASH AND CASH EQUIVALENTS** As at December 31, 2024, and December 31, 2023, the Company recorded cash and cash equivalents of $2,481 and $134 respectively which consists of cash on hand and bank balances. **** **7. TRADE RECEIVABLE** Trade receivable consisted of the following as of December 31, 2024, and December 31, 2023. SCHEDULE OF TRADE RECEIVABLE | | | As of December 31, 2024 (Audited) | | | As of December 31, 2023 (Audited) | | | | Trade receivable | | $ | - | | | $ | 80,373 | | | | Allowance for doubtful debts | | $ | - | | | $ | (80,373 | ) | | | Total trade receivable | | $ | - | | | $ | - | | | As of December 31, 2024, trade receivable of $Nil. As of December 31, 2023, trade receivable of $80,373 which were related party transactions were netted off with allowance for doubtful debts of $80,373. The total outstanding balance for trade receivable is Nil. The amount due from trade receivable is subject to normal trade credit term. **8. DEPOSITS AND PREPAYMENT** **** Deposits and prepayment consisted of the following as of December 31, 2024, and December 31, 2023. SCHEDULE OF DEPOSITS | | | As of December 31, 2024 (Audited) | | | As of December 31, 2023 (Audited) | | | | Deposits | | | 369 | | | | 360 | | | | Prepayment | | | 5,421 | | | | - | | | | Total deposits and prepayment | | | 5,790 | | | | 360 | | | As of December 31, 2024 and 2023, total deposits paid was $369 and $360 which mainly from the deposit of rental security and utilities for the increase of lease rental. The prepayment as of December 31, 2024 and 2023 was $5,421 and $Nil respectively. | F-13 | | **JOCOM HOLDINGS CORP.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023** **(Currency expressed in United States Dollars (US$), except for number of shares)** **9. OTHER PAYABLES AND ACCRUALS** Other payables and accruals consisted of the following as of December 31, 2024, and December 31, 2023. SCHEDULE OF OTHER PAYABLES AND ACCRUALS | | | As of December 31, 2024 (Audited) | | | As of December 31, 2023 (Audited) | | | | Other payables | | $ | 52,127 | | | $ | 94,469 | | | | Accruals | | $ | 17,307 | | | $ | 38,337 | | | | Total other payables and accruals | | $ | 69,434 | | | $ | 132,806 | | | As of December 31, 2024, and 2023, other payables of $26,464 and $70,823 were related party balances. The amount is unsecured, interest-free and repayable on demand. **10. AMOUNT DUE TO DIRECTORS** Amount due to directors consisted of the following as of December 31,2024, and December 31, 2023. SCHEDULE OF AMOUNT DUE TO DIRECTORS | | | As of December 31, 2024 (Audited) | | | As of December 31, 2023 (Audited) | | | | Amount due to directors | | $ | 6,019 | | | $ | 3,457 | | | | Total amount due to directors | | $ | 6,019 | | | $ | 3,457 | | | As of December 31, 2024 and 2023, the amount of $6,019 and $3,457 were mainly on behalf payment by directors. The amount is unsecured, interest-free and repayable on demand. **11. INCOME TAXES** For the year ended December 31, 2024, the local (United States) and foreign components of loss before income taxes were comprised of the following: SCHEDULE OF FOREIGN COMPONENTS OF LOSS BEFORE INCOME TAXES | | | For the year ended December 31, 2024 | | | For the year ended December 31, 2023 | | | | Tax jurisdictions from: | | | | | | | | | | | Local | | $ | (30,441 | ) | | | (90,563 | ) | | | Foreign, representing | | | | | | | | | | | - Labuan | | $ | 101,427 | | | | (66,328 | ) | | | - Malaysia (other than Labuan) | | $ | (2,467 | ) | | $ | - | | | | Profit/(Loss) before income tax | | $ | 68,519 | | | | (156,891 | ) | | The provision for income taxes consisted of the following: SCHEDULE OF PROVISION INCOME TAXES | | | | For the year ended December 31, 2024 | | | | For the year ended December 31, 2023 | | | | | | | | | | | | | | | 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 Labuan and Hong Kong 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 December 31, 2024, the operations in the United States of America incurred $598,731 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carry forwards begin to expire in 2041, if unutilized. ** *Labuan* Under the current laws of the Labuan, Jocom Holdings Corp.is governed under the Labuan Business Activity Act, 1990. The tax charge for such company is based on 3% of net audited profit. *Malaysia (Other than Labuan)* Under the current laws of Malaysia, JHC Digital Sdn. Bhd. is governed under the Income Tax Act, 1967. The tax charge for such company is based on 24% of net audited profit. | F-14 | | **JOCOM HOLDINGS CORP.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023** **(Currency expressed in United States Dollars (US$), except for number of shares)** **12. RELATED PARTY TRANSACTIONS** SCHEDULE OF RELATED PARTY TRANSACTIONS | | | As of December 31, 2024 | | | As of December 31, 2023 | | | | Jocom MShopping Sdn. Bhd.1 | | | | | | | | | | | - Revenue | | $ | 6,000 | | | $ | 24,000 | | | | | | | | | | | | | | | Joshua Sew 2 | | | | | | | | | | | - IT Advisory Fee | | $ | - | | | $ | 7,035 | | | | Khoo Ghi Geok 3 | | | | | | | | | | | - Accounting Fee | | $ | 10,500 | | | $ | 14,000 | | | | 1 | | Mr. Joshua and Ms. Agnes, the Company Chief Executive Officer and Chief Financial Officer, are the directors of Jocom MShopping Sdn. Bhd. | | | | | | | 2 | | Mr. Joshua Sew is the Company Chief Executive Officer. | | | | | | | 3 | | Ms. Khoo Ghi Geok purchased a total of 10,000 shares of common stock in the Initial Public Offering at a price of $1.00 per share on August 20, 2023. | | **13. COMMITMENTS AND CONTINGENCIES** As of December 31, 2024, and December 31, 2023, the Company has no commitments or contingencies involved. **14. CONCENTRATION OF RISK** The Company is exposed to the following concentration of risk: (a) Major customers For the year ended December 31, 2024 and 2023, the customers who accounted for 10% or more of the Companys revenue and its accounts receivable balance at year end are presented as follows: SCHEDULE OF CUSTOMER CONCENTRATION RISK | | | For the year ended December 31, 2024 | | | For the year ended December 31, 2023 | | | | | | Revenue | | | Percentage of revenue | | | Account Receivable-Trade | | | Revenue | | | Percentage of revenue | | | Account Receivable-Trade | | | | | | | | | | | | | | | | | | | | | | | | | Customer A | | $ | 6,000 | | | | 25 | % | | $ | - | | | $ | 24,000 | | | | 100 | % | | $ | - | | | | Customer B | | $ | 18,000 | | | | 75 | % | | $ | - | | | $ | - | | | | - | | | $ | - | | | | | | $ | 24,000 | | | | 100 | % | | $ | - | | | $ | 24,000 | | | | 100 | % | | $ | - | | | (b) Major suppliers For the year ended December 31, 2024, and year ended December 31, 2023, there is no vendor who accounted for 10% or more of the Companys purchase and the accounts payable balances at year end. | F-15 | | **JOCOM HOLDINGS CORP.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023** **(Currency expressed in United States Dollars (US$), except for number of shares)** (c) Credit risk Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. (d) Exchange rate risk The Company cannot guarantee that the current exchange rate will remain stable, therefore there is a possibility that the Company could post the same amount of income for two comparable periods and because of the fluctuating exchange rate actually post higher or lower income depending on exchange rate of RM converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. **15. SEGMENT INFORMATION** ASC 280, Segment Reporting establishes standards for reporting information about operating segments on a basis consistent with the Companys 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 Companys 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 Companys reportable segments is shown as below: SCHEDULE OF SEGMENT INFORMATION By Business Unit: | | | Investment Holding | | | Software Solution | | | Total | | | | | | For the year ended December 31, 2024 | | | | | | Investment Holding | | | Software Solution | | | Total | | | | | | | | | | | | | | | | Revenue | | $ | - | | | $ | 24,000 | | | $ | 24,000 | | | | Cost of revenue | | | - | | | | - | | | | - | | | | Depreciation and amortization | | $ | - | | | $ | - | | | $ | - | | | | Net profit/(loss) before taxation | | $ | (35,445 | ) | | $ | 103,964 | | | $ | 68,519 | | | | | | | | | | | | | | | | | | | Total assets | | $ | 7,654 | | | $ | 618 | | | $ | 8,272 | | | | | | Investment Holding | | | Software Solution | | | Total | | | | | | For the year ended December 31, 2023 | | | | | | Investment Holding | | | Software Solution | | | Total | | | | | | | | | | | | | | | | Revenue | | | - | | | $ | 24,000 | | | $ | 24,000 | | | | Cost of revenue | | | - | | | | - | | | | - | | | | Depreciation and amortization | | | - | | | $ | 19,709 | | | $ | 19,709 | | | | Net loss before taxation | | $ | (90,563 | ) | | $ | (66,328 | ) | | $ | (156,891 | ) | | | | | | | | | | | | | | | | | | Total assets | | $ | - | | | $ | 496 | | | $ | 496 | | | By Geography: | | | US | | | Malaysia | | | Total | | | | | | For the year ended December 31, 2024 | | | | | | US | | | Malaysia | | | Total | | | | | | | | | | | | | | | | Revenue | | $ | - | | | $ | 24,000 | | | $ | 24,000 | | | | Cost of revenue | | | - | | | | - | | | | - | | | | Depreciation and amortization | | $ | - | | | $ | - | | | $ | - | | | | Net profit/(loss) before taxation | | $ | (32,978 | ) | | $ | 101,497 | | | $ | 68,519 | | | | | | | | | | | | | | | | | | | Total assets | | $ | 5,421 | | | $ | 2,851 | | | $ | 8,272 | | | | | | US | | | Malaysia | | | Total | | | | | | For the year ended December 31, 2023 | | | | | | US | | | Malaysia | | | Total | | | | | | | | | | | | | | | | Revenue | | | - | | | $ | 24,000 | | | $ | 24,000 | | | | Cost of revenue | | | - | | | | - | | | | - | | | | Depreciation and amortization | | | - | | | $ | 19,709 | | | $ | 19,709 | | | | Net loss before taxation | | $ | (90,563 | ) | | $ | (66,328 | ) | | $ | (156,891 | ) | | | Net profit/(loss) before taxation | | $ | (90,563 | ) | | $ | (66,328 | ) | | $ | (156,891 | ) | | | | | | | | | | | | | | | | | | Total assets | | $ | - | | | $ | 496 | | | $ | 496 | | | *Revenues and costs are attributed to countries based on the location of customers. **16. 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 December 31, 2024 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 | |