STOCK TITAN

JOCM Q3 2025: Zero revenue, cash burn and control weaknesses

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

Jocom Holdings Corp. (JOCM) filed its Q3 2025 10‑Q reporting a net loss and a going concern warning. The company posted a net loss of $126,819 for the nine months ended September 30, 2025, versus net profit of $37,218 a year ago, driven by general and administrative expenses of $213,914 (up from $80,165) and $0 revenue (vs. $18,000). Other income was $87,095.

Operating cash outflow was $479,644, partly offset by $500,000 net cash from financing after $800,000 of unregistered common stock sales at $0.10 per share, with a $300,000 subscription receivable outstanding. Cash ended at $22,987. The company recorded $348,000 in deposits as earnest money toward acquiring Yijun (Shanghai) Biotechnology Co. Ltd., stated as expected to complete by Q2 2026. 65,680,500 shares were outstanding as of September 30, 2025, and stockholders’ equity improved to $306,769.

Management disclosed material weaknesses in internal controls and stated that recurring losses, accumulated deficit, and negative operating cash flows raise substantial doubt about continuing as a going concern.

Positive

  • None.

Negative

  • Going concern warning: substantial doubt due to losses, $775,569 accumulated deficit, and $479,644 operating cash outflow.
  • Revenue deterioration: nine‑month revenue fell to $0 from $18,000.
  • Material weaknesses in internal controls, including no effective audit committee and inadequate segregation of duties.
  • Low liquidity: period‑end cash of $22,987 despite reliance on equity financing.

Insights

Losses, cash burn, and control weaknesses trigger going concern risk.

JOCM reported nine‑month $126,819 net loss with $213,914 G&A and $0 revenue, reversing last year’s profit. Operating activities used $479,644 cash, while cash ended at $22,987. Financing provided relief via $800,000 equity sales at $0.10, leaving a $300,000 subscription receivable.

The filing states “substantial doubt” about the company’s ability to continue as a going concern, citing losses, an accumulated deficit of $775,569, and negative operating cash flows. Management also identified material weaknesses in internal controls, including lack of an effective audit committee and inadequate segregation of duties.

An earnest deposit of $348,000 for a planned acquisition in China is disclosed as expected by Q2 2026. Execution, funding, and integration outcomes are not detailed here, and near‑term results will depend on expense control and any revenue recovery.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For The Quarterly Period Ended September 30, 2025

 

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)

 

Registrant’s phone number, including area code +6012 5189937

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

YES ☒ NO ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

 

YES ☐ NO

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☐ Smaller reporting company Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes ☐ No

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has fled all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

Yes ☐ No

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class   Outstanding at September 30, 2025
Common Stock, $0.0001 par value   65,680,500

 

 

 

 

 

 

TABLE OF CONTENTS

 

    Page
PART I FINANCIAL INFORMATION  
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: F-1
  Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024 (audited) F-2
  Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three Months and Nine Months Ended September 30, 2025 (unaudited) and 2024 (unaudited) F-3
  Condensed Consolidated Statements of Changes in Equity for the Nine Months Ended September 30, 2025 (unaudited) and 2024 (unaudited) F-4
  Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited) F-5
  Notes to the Condensed Consolidated Financial Statements F-6 - F-15
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 3-5
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 5
ITEM 4. CONTROLS AND PROCEDURES 5
PART II OTHER INFORMATION  
ITEM 1 LEGAL PROCEEDINGS 6
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 6
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 6
ITEM 4 MINE SAFETY DISCLOSURES 6
ITEM 5 OTHER INFORMATION 6
ITEM 6 EXHIBITS 7
  SIGNATURES 8

 

2

 

 

PART I FINANCIAL INFORMATION

 

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

 

JOCOM HOLDINGS CORP.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

  Page
Unaudited Condensed Consolidated Financial Statements  
   
Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024 (audited) F-2
Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three Months and Nine Months Ended September 30, 2025 (unaudited) and 2024 (unaudited) F-3
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2025 (unaudited) and 2024 (unaudited) F-4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 (unaudited) and 2024 (unaudited) F-5
Notes to the Condensed Consolidated Financial Statements F-6 - F-15

 

F-1

 

 

JOCOM HOLDINGS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2025 (Unaudited) AND DECEMBER 31, 2024 (Audited)

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

 

  

As of

September 30, 2025

  

As of

December 31, 2024

 
         
ASSETS          
NON-CURRENT ASSET          
Intangible asset   -    1 
Total Non-Current Asset  $-   $1 
           
CURRENT ASSETS          
Cash and bank balances   22,987    2,481 
Deposit and prepayments   348,749    5,790 
Other receivable   42    - 
Total Current Assets  $371,778   $8,271 
           
TOTAL ASSETS  $371,778   $8,272 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
CURRENT LIABILITIES          
Other payables and accruals (including $53,929 and $26,464 to related party as of September 30, 2025, and December 31, 2024 respectively)   63,629    69,434 
Amount due to directors   -    6,019 
Income tax payable   1,380    1,380 
TOTAL CURRENT LIABILITIES  $65,009   $76,833 
           
TOTAL LIABILITIES  $65,009   $76,833 
           
STOCKHOLDERS’ 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, 65,680,500 shares issued and outstanding as of September 30, 2025 as compared to 57,680,500 shares issued and outstanding as of December 31, 2024.   6,568    5,768 
Additional paid-in capital   1,369,332    570,132 
Subscription receivable   (300,000)   - 
Exchange translation reserve   6,438    67 
Accumulated losses   (775,569)   (644,528)
TOTAL STOCKHOLDERS’ EQUITY  $306,769   $(68,561)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $371,778   $8,272 

 

See accompanying notes to condensed consolidated financial statements.

 

F-2

 

 

JOCOM HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSSES

FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

 

             
  

For the three months ended

September 30

  

For the nine months ended

September 30

 
   2025   2024   2025   2024 
                 
REVENUE  $-   $6,000   $-   $18,000 
                     
COST OF REVENUE  $-   $-   $-   $- 
                     
GROSS PROFIT  $-   $6,000   $-   $18,000 
                     
OTHER INCOME  $381   $36,950   $87,095   $99,383 
                     
GENERAL AND ADMINISTRATIVE EXPENSES (including $44,589 and $3,500 of general and administrative expenses to related party for the 3 months ended September 30, 2025 and 2024, and $108,361 and $16,500 for the 9 months ended September 30, 2025 and 2024, respectively)  $73,073   $31,039   $213,914   $80,165 
                     
(LOSS)/PROFIT BEFORE INCOME TAX  $(72,692)  $11,911   $(126,819)  $37,218 
                     
INCOME TAX EXPENSE  $-   $-   $-   $- 
                     
NET (LOSS)/PROFIT FROM CONTINUING OPERATIONS  $(72,692)  $11,911   $(126,819)  $37,218 
                     
NET (LOSS) FROM DISCONTINUED OPERATIONS                    
Loss from discontinued operations, net of tax   (4,222)   -    -    - 
                     
NET (LOSS)   (76,914)   11,911    (126,819)   37,218 
                     
OTHER COMPREHENSIVE PROFIT  $6,358   $73   $-   $69 
                     
TOTAL COMPREHENSIVE (LOSS)/ PROFIT  $(70,556)  $11,984   $(126,819)  $37,287 
                     
Net loss per share, basic and diluted:  $-   $-   $-   $- 
                     
Weighted average number of common shares outstanding – Basic and diluted   64,457,674    57,680,500    61,936,910    57,680,500 

 

See accompanying notes to condensed consolidated financial statements.

 

F-3

 

 

JOCOM HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

 

   Number of
Shares
               
    Nine months ended September 30, 2024
                         
   Common Stock   Additional        Exchange      
   Number of
Shares
   Amount  

Paid-In
Capital

   Accumulated
Losses
   Translation
Reserve
  

Total

Equity

 
                         
Balance as of December 31, 2023 (Audited)   57,680,500    5,768    570,132    (713,047) -  -    (137,147)
                               
Net loss from January 1, 2024 to March 31, 2024       -     -     (4,358) -  -    (4,358)
                               
Balance as of March 31, 2024 (Unaudited)   57,680,500    5,768    570,132    (717,405)-   -    (141,505)
                               
Exchange Translation Reserve       -     -     -   -  (4)   (4)
                               
Net profit from April 1, 2024 to June 30, 2024   -      -      -      29,665  -  -    29,665 
                               
Balance as of June 30, 2024 (Unaudited)   57,680,500    5,768    570,132    (687,740) -  (4)   (111,844)
                               
Exchange Translation Reserve   -     -     -     -     73    73 
                               
Net profit from July 1, 2024 to September 30, 2024       -     -     11,911  -  -    11,911 
                               
Balance as of September 30, 2024 (Unaudited)   57,680,500    5,768    570,132    (675,829) -  69    (99,860)

 

   Number of
Shares
                   
   Nine months ended September 30, 2025 
     
   Common Stock   Additional           Exchange     
   Number of
Shares
   Amount   Paid-In
Capital
   Accumulated
Losses
   Subscription
receivable
   Translation
Reserve
  

Total

Equity

 
                             
Balance as of December 31, 2024 (Audited)   57,680,500    5,768    570,132    (644,528)   -    67    (68,561)
                                    
Exchange Translation Reserve   -     -     -     -     -    (8)   (8)
                                    
Net profit from January 1, 2025 to March 31, 2025   -     -     -     37,042    -    -    37,042 
                                    
Balance as of March 31, 2025 (Unaudited)   57,680,500    5,768    570,132    (607,486)   -    59    (31,527)
                                    
Shares issued in the Unregistered Sales of Equity Securities completed on 24 June 2025 at $0.10 per share   7,000,000    700    699,300    -     -    -     700,000 
                                    
Subscription receivable       -     -     -     (300,000)        (300,000)
                                    
Exchange Translation Reserve   -     -     -     -     -     21    21 
                                    
Net loss from April 1, 2025 to June 30, 2025   -     -     -     (91,169)   -     -    (91,169)
                                    
Balance as of June 30, 2025 (Unaudited)   64,680,500    6,468    1,269,432    (698,655)   (300,000)   80    277,325 
                                    
Shares issued in the Unregistered Sales of Equity Securities completed on 26 June 2025 at $0.10 per share   1,000,000    100    99,900         -         100,000 
                                    
Closure of Subsidiary       -          (4,222)             (4,222)
                                    
Exchange Translation Reserve       -                    6,358    6,358 
                                    
Net loss from July 1, 2025 to Sept 30, 2025       -     -     (72,692)   -     -    (72,692)
                                    
Balance as of September 30, 2025 (Unaudited)   65,680,500    6,568    1,369,332    (775,569)   (300,000)   6,438    306,769 

 

See accompanying notes to consolidated financial statements

 

F-4

 

 

JOCOM HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

 

       
  

Nine months ended

September 30

 
   2025   2024 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net (loss)/profit  $(126,819)  $37,218 
Adjustments to reconcile net loss to net cash used in operating activities:          
Closure of subsidiary   2,037    - 
Written off of intangible assets   1      
Reversal of allowance for doubtful debt   -    (80,373)
           
Changes in operating assets and liabilities:          
Trade receivable and other receivable   -    80,373 
Other receivable   (42)   - 
Deposits and prepayments   (342,959)   (2,941)
Other payables and accruals   (11,862)   (26,689)
Amount due to directors   -    2,905 
Net cash generated (used in)/generated from operating activities   (479,644)   10,493 
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from issuance of common stocks   800,000      
Subscription receivable   (300,000)   - 
Net cash generated from financing activities   500,000    - 
           
Effect of exchange rate changes on cash and cash equivalent   150    69 
           
Net increase in cash and cash equivalents   20,506    10,562 
Cash and cash equivalents, beginning of period   2,481    134 
CASH AND CASH EQUIVALENTS, END OF PERIOD  $22,987   $10,696 
SUPPLEMENTAL CASH FLOWS INFORMATION          
Income taxes paid  $-   $- 
Interest paid  $-   $- 

 

See accompanying notes to condensed consolidated financial statements.

 

F-5

 

 

JOCOM HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(UNAUDITED)

 

1. DESCRIPTION OF BUSINESS AND ORGANIZATION

 

Jocom Holdings Corp. was incorporated on January 8, 2021 under the laws of the state of Nevada.

 

The Company, through its subsidiary, engaged in providing data analytic services, which cover customer behavior and predictive customer analysis.

 

On April 15, 2021, the Company acquired 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. JHC Digital Sdn. Bhd. has submitted an application for strike off on March 31, 2025 and the strike off is still in progress. On August 4, 2025, the strike was completed.

 

Details of the Company’s 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”.

 

F-6

 

 

JOCOM HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(UNAUDITED)

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Going Concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the period ended September 30, 2025, the Company incurred a loss of $72,692 and suffered an accumulated deficit of $775,569 and negative operating cash flows of $479,644. These factors raise substantial doubt about the Company’s 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.

 

Basis of presentation

 

The accompanying unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2025, and 2024 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. Operating results for the period ended September 30, 2025, are not necessarily indicative of the results that may be expected for the year ended December 31, 2025. The condensed consolidated balance sheet information as of December 31, 2024 was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2024. These financial statements should be read in conjunction with that report.

 

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, which the Company controls and entities for which the Company is the primary beneficiary. Acquired businesses are included in the consolidated financial statements from the date on which control is transferred to the Company. All inter-company accounts and transactions have been eliminated in the consolidation.

 

Basis of consolidation

 

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated upon consolidation.

 

Revenue recognition

 

The Company follows the guidance of ASC 606, “Revenue from Contracts”. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

 

The revenue generated was a service fee paid by a client to carry out data analytic services in the Southeast Asia online grocery market.

 

Use of estimates

 

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

 

Cash and cash equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

 

Intangible Asset

 

The Company follows the guidance according ASC Topic 350, “Testing Indefinite-Lived Intangible Assets for Impairment” paragraph 350-30-35-18, an intangible asset that is not subject to amortization shall be tested for impairment annually. There is no legal, regulatory, contractual, competitive, economic, or no foreseeable limit on the period of time over which it is expected to contribute to the cash flows of the Company, thus the useful life of the asset shall be considered to be indefinite.

 

Credit losses

 

The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables.

 

Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecasts. Based on the aging categorization and the adjusted loss rate per category, an allowance for credit losses is calculated by multiplying the adjusted loss rate with the amortized cost in the respective age category.

 

F-7

 

 

JOCOM HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(UNAUDITED)

 

Income taxes

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

 

F-8

 

 

JOCOM HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(UNAUDITED)

 

Net loss per share

 

The Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

 

Foreign currencies translation

 

The reporting and functional currency of the Company and its subsidiaries in Labuan is United States Dollars (“US$”) which being the primary currency of the economic environment in which these entities operate.

 

In addition, the Company’s subsidiary in Kuala Lumpur, Malaysia maintains its books and record in Malaysian Ringgit (“RM”), which is the respective functional currency as being the primary currency of the economic environment in which the entity operates.

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.

 

Translation of amounts from RM into US$1 has been made at the following exchange rates for the respective periods:


 

  

As of and for the
nine months ended

September 30, 2025

   As of and for the
twelve months ended
December 31, 2024
 
         
Period-end RM : US$1 exchange rate   4.209    4.476 
Period-average RM : US$1 exchange rate   4.324    4.563 

 

Related parties

 

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

F-9

 

 

JOCOM HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(UNAUDITED)

 

Fair value of financial instruments:

 

The carrying value of the Company’s financial instruments: cash and cash equivalents, prepayment, deposits, accounts payable and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

 

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

Level 1: Observable inputs such as quoted prices in active markets;

 

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

Recent accounting pronouncements

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

 

F-10

 

 

JOCOM HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(UNAUDITED)

 

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 common stock to 16 foreign parties, all of which do not reside in the United States. A total of 80,500 shares of 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.

 

Between the period of April 9, 2025 to May 19, 2025, the Company issued 7,000,000 shares of restricted common stock to 5 foreign parties, all of which do not reside in the United States. A total of 7,000,000 shares of restricted common stock were sold at a price of $0.10 per share. The total proceeds to the Company amounted to a total of $700,000 went to the Company to be used as working capital.

 

Between the period of July 7, 2025 to July 7, 2025, the Company issued 1,000,000 shares of restricted common stock to 1 foreign party, all of which do not reside in the United States. A total of 1,000,000 shares of restricted common stock were sold at a price of $0.10 per share. The total proceeds to the Company amounted to a total of $100,000 went to the Company to be used as working capital. 

 

As of September 30, 2025 and December 31, 2024 the Company has an issued and outstanding common share of 65,680,500 and 57,680,500.

 

F-11

 

 

JOCOM HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(UNAUDITED)

 

4. INTANGIBLE ASSET

  

  

As of

September 30, 2025

(Unaudited)

  

As of

December 31, 2024

(Audited)

 
At cost:  $     -   $    1 
AI Smart Platform  $-   $1 

 

5. CASH AND CASH EQUIVALENTS

 

As at September 30, 2025, and December 31, 2024, the Company recorded cash and cash equivalents of $22,987 and $2,481 respectively which consists of cash on hand and bank balances.

 

6. OTHER RECEIVABLE

 

Other receivable consisted of the following as of September 30, 2025, and December 31, 2024.

  

As of

September 30, 2025

(Unaudited)

  

As of

December 31, 2024

(Audited)

 
Other receivable  $42   $- 
Total other receivable  $42   $- 

 

As of September 30, 2025, other receivable of $42 is from the custodian agreement between Jocom Holdings Corp and Greenpro Trust Limited on April 8, 2025 where Greenpro Trust Limited is appointed and authorized to perform services on behalf of Jocom Holdings Corp. The custodian fee shall be 1% of the total custodian sum deposited with the custodian.

 

As of December 31, 2024, other receivable is $Nil.

 

7. DEPOSITS AND PREPAYMENTS

 

Deposits and prepayments consisted of the following as of September 30, 2025, and December 31, 2024.

   As of
September 30, 2025
(Unaudited)
   As of
December 31, 2024
(Audited)
 
Deposits   348,000    369 
Prepayments   749    5,421 
Total deposits and prepayments  $348,749   $5,790 

 

As of September 30, 2025, total deposits paid of $348,000 is advance payment for part of the earnest money for Yijun (Shanghai) Biotecholgy Co Ltd. Jocom Holdings Corp is planning to acquire the equity of Yijun (Shanghai) Biotecholgy Co Ltd. This exercise is expected to be completed by quarter 2, 2026. As of December 2024, total deposits paid of $369 is mainly from the deposit of rental security and utilities for the increase of lease rental.

 

As of September 30, 2025, total prepayments are for the advance payment which are invoiced in Nov 2024. The prepayments as of December 31, 2024 are $5,421.

 

8. OTHER PAYABLES AND ACCRUALS

 

Other payables and accruals consisted of the following as of September 30, 2025, and December 31, 2024.

  

As of

September 30, 2025

(Unaudited)

  

As of

December 31, 2024

(Audited)

 
Other payables  $60,129   $52,127 
Accruals  $3,500   $17,307 
Total other payables and accruals  $63,629   $69,434 

 

As of September 30, 2025 and December 31, 2024, other payables of $53,929 and $26,464 were related party balances. The amount is unsecured, interest-free and repayable on demand.

 

F-12

 

 

JOCOM HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(UNAUDITED)

 

9. AMOUNT DUE TO DIRECTORS

 

Amount due to directors consisted of the following as of September 30, 2025, and December 31, 2024.

  

  

As of

September 30, 2025

(Unaudited)

  

As of

December 31, 2024

(Audited)

 
Amount due to directors  $-   $6,019 
Total amount due to directors  $-   $6,019 

 

As of September 30, 2025, the amount $Nil from director allowance and December 31, 2024, the amount of 6,019 was mainly due to expenses paid by directors. The amount is unsecured, interest-free and repayable on demand.

 

10. INCOME TAXES

 

For the nine months ended September 30, 2025 and 2024, the local (United States) and foreign components of profit/ (loss) before income taxes were comprised of the following:

  

  

For the nine

months ended
September 30, 2025

  

For the nine

months ended
September 30, 2024

 
Tax jurisdictions from:          
Local  $(19,675)   4,297 
Foreign, representing          
- Labuan  $(105,847)   34,858 
- Malaysia (other than Labuan)  $(1,297)   (1,937)
(Loss)/Profit before income tax  $(126,819)   37,218 

 

The provision for income taxes consisted of the following:

 

    

For the nine

months ended

September 30, 2025

    

For the nine

months ended

September 30, 2024

 
           
Current:          
- Local  $-   $- 
- Foreign   -    - 
Income tax expense  $-   $- 

 

The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: United States and Malaysia including Labuan that are subject to taxes in the jurisdictions in which they operate, as follows:

 

United States of America

 

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of September 30, 2025, the operations in the United States of America incurred $615,869 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-13

 

 

JOCOM HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(UNAUDITED)

 

11. RELATED PARTY TRANSACTIONS

 

  

For the nine

months ended

September 30, 2025 (Unaudited)

  

For the nine

months ended

September 30, 2024 (Unaudited)

 
Jocom MShopping Sdn. Bhd.1          
- Revenue  $-   $6,000 
           
Joshua Sew 2          
- Director Allowance  $3,531   $- 
           
Agnes Chua 2          
- Director Allowance  $699   $- 
           
Loke Weng Chan 3          
- Director Allowance  $942   $- 
           
Loke Yu 4          
- Salary  $16,960   $- 
- Consulting Fee  $72,630   $- 
    89,590    -  
           
Khoo Ghi Geok 5          
- Accounting Fee  $13,599   $10,500 

 

1   Mr. Joshua and Ms. Agnes, the Company Chief Executive Officer and Chief Financial Officer, are the directors of Jocom MShopping Sdn. Bhd. Mr. Joshua and Ms. Agnes resigned from all positions in the Company on August 22, 2025.
   
2   Mr. Joshua Sew and Ms Agnes Chua are the Company directors. Mr. Joshua and Ms. Agnes resigned from all positions in the Company on August 22, 2025.
   
3   Mr. Loke Weng Chan was appointed as the Company director on August 22, 2025.
   
4   Mr Loke Yu was appointed on March 1, 2025 as a consultant where he will be leading the Company’s long term acquisition strategies. Thereafter, Mr Loke Yu was appointed as Chief Executive Officer and Chief Financial Officer of the Company on August 22, 2025.
   
5   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.

 

12. COMMITMENTS AND CONTINGENCIES

 

As of September 30, 2025, the Company has no commitments or contingencies involved.

 

13. CONCENTRATION OF RISK

 

The Company is exposed to the following concentration of risk:

 

(a) Major customers

 

For the six months ended September 30, 2025 and 2024, the customers who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at period-end are presented as follows:

 

  

For the nine months ended

September 30, 2025

  

For the nine months ended

September 30, 2024

 
   Revenue   Percentage of revenue   Account Receivable-Trade   Revenue   Percentage of revenue   Account Receivable-Trade 
                         
Customer A  $-    -%  $-   $6,000    33%  $       - 
Customer B  $-    -%  $-   $12,000    67%  $- 
   $-    -%  $-   $18,000    100%  $- 

 

(b) Major suppliers

 

For the six months ended September 30, 2025, and 2024, there is no vendor who accounted for 10% or more of the Company’s purchase and the accounts payable balances at period-end.

 

(c) Credit risk

 

Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

 

F-14

 

 

JOCOM HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(UNAUDITED)

 

(d) Exchange rate risk

 

The Company cannot guarantee that the current exchange rate will remain stable, therefore there is a possibility that the Company could post the same amount of income for two comparable periods and because of the fluctuating exchange rate actually post higher or lower income depending on exchange rate of RM converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

 

14. SEGMENT INFORMATION

 

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

 

The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below:

 

By Business Unit:

 

   Investment Holding   Software Solution   Total 
   For the nine months ended September 30, 2025 
   Investment Holding   Software Solution   Total 
             
Revenue  $-   $-   $- 
Cost of revenue   -    -    - 
Depreciation and amortization  $-   $-   $- 
Net loss before taxation  $(19,675)  $(107,144)  $(126,819)
                
Total assets  $348,791   $22,987   $371,778 

 

   Investment Holding   Software Solution   Total 
   For the nine months ended September 30, 2024 
   Investment Holding   Software Solution   Total 
             
Revenue   -   $18,000   $18,000 
Cost of revenue   -    -    - 
Depreciation and amortization   -   $-   $- 
Net profit before taxation  $4,297   $32,921   $37,218 
                
Total assets  $2,829   $11,169   $13,998 

 

By Geography:

 

   US   Malaysia   Total 
   For the nine months ended September 30, 2025 
   US   Malaysia   Total 
             
Revenue  $-   $-   $- 
Cost of revenue   -    -    - 
Depreciation and amortization  $-   $-   $- 
Net loss before taxation  $(19,675)  $(107,144)  $(126,819)
                
Total assets  $348,791   $22,987   $371,778 

 

   US   Malaysia   Total 
   For the nine months ended September 30, 2024 
   US   Malaysia   Total 
             
Revenue  $-   $18,000   $18,000 
Cost of revenue   -    -    - 
Depreciation and amortization  $-   $-   $- 
Net profit before taxation  $4,297   $32,921   $37,218 
                
Total assets  $2,829   $11,169   $13,998 

 

* Revenues and costs are attributed to countries based on the location of customers.

 

15. SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2025 up through the date the Company issued the audited consolidated financial statements. During this period, there was no subsequent event that required recognition or disclosure.

 

F-15

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K, dated April 8, 2024, for the period ended September 30, 2025 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form S-1. The following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Form 10-Q.

 

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form 10-K in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this transition report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.

 

Company Overview

 

Jocom Holdings Corp., a Nevada Corporation, is a company that operates through its wholly owned subsidiary, Jocom Holdings Corp., a Company organized in Labuan, Malaysia. The Nevada and, Malaysia corporations share the same exact business plan.

 

On June 12, 2024, Jocom Holdings Corp. (Labuan) invested in JHC Digital Sdn. Bhd., which is incorporated in Kuala Lumpur, Malaysia, and owned 100% equity interest.

 

We currently provide data analytic services, which cover customer behavior and predictive customer analysis. Our inhouse data analytic software solution, namely “JOCOM AI Smart Platform”, is developed by our CEO, Mr. Sew, through his past experience in software development and the fresh grocery industry. JOCOM AI Smart Platform is a subscription based web software. Via our wholly owned subsidiary, Jocom Holdings Corp., we own the rights to a propriety analytics platform, “JOCOM AI SMART PLATFORM”, referred to herein as “the Software”, which analyzes buying patterns and customer behaviors of consumers of grocery items within Malaysia. We also have an interface that allows users to purchase and schedule grocery delivery. Our Software is able to integrate on our interface and analyze data from the interface. Amongst other things, the Software can analyze customer behaviors, predict customers behaviors, and optimize product placement.

 

3

 

 

Results of Operation

 

For the nine months ended September 30, 2025 and September 30, 2024

 

Revenues

 

The Company generated revenue of $Nil and $18,000 for the nine months ended September 30, 2025 and 2024 respectively. The revenue was a result of a service fee paid by a client to carry out data analytic services on the Southeast Asian online grocery market via our software solution.

 

Cost of Revenue and Gross Profit

 

For the nine months ended September 30, 2025 and 2024, the Company did not have any cost of revenue. The Company generated gross profits of $Nil and $18,000 respectively for the nine months ended September 30, 2025 and 2024.

 

Other Income

 

For the nine months ended September 30, 2025 and 2024, the Company generated other income of $87,095 and $99,383 from waiver given on liabilities and foreign currency variations and reversal of doubtful debts.

 

General and administrative expenses

 

General and administrative expenses for the nine months ended September 30, 2025 and 2024 amounted to $213,914 and $80,165 respectively.

 

Net Profit/ (Loss)

 

The net loss was $126,819 for the nine months ended September 30, 2025 as compared to net profit of $37,218 for the nine months ended September 30, 2024. The decrease in the net profit was mainly from higher operational expenses in which the company is moving in to long term strategies on acquisitions.

 

Liquidity and Capital Resources

 

As of September 30, 2025, we had cash and cash equivalents of $22,987 as compared to $10,696, as of June 30, 2024. We expect increased levels of operations going forward will result in more significant cash flow.

 

We depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations.

 

Cash Generated / Used In Operating Activities

 

For the nine months ended September 30, 2025, net cash used in operating activities was $479,644 and net cash generated from operating activities is $10,493 for the nine months ended September 30, 2024. The cash used in operating activities was mainly for payment of general and administrative expenses.

 

Cash Generated/ Used In Investing Activity

 

For the period from January 1, 2025 to September 30, 2025, the net cash generated from investing activity was $1 and for the period from January 1, 2024 to September 30, 2024, there was no cash used for the investing activity.

 

Cash Generated/ Used in Financing Activity

 

For the period from January 1, 2025 to September 30, 2025, net cash generated financing activity of $800,000 was from the proceed from issuance of common stocks.

For the period from January 1, 2024 to September 30, 2024, there was no net cash used in the financing activity.

 

4

 

 

Credit Facilities

 

We do not have any credit facilities or other access to bank credit.

 

Off-balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of September 30, 2025.

 

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

ITEM 4 CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures:

 

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of September 30, 2025. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties and effective risk assessment; (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; and (iv) lack of internal audit function due to the fact that the Company lacks qualified resources to perform the internal audit functions properly and that the scope and effectiveness of the internal audit function are yet to be developed. The aforementioned material weaknesses were identified by our chief executive officer in connection with the review of our financial statements as of September 30, 2025.

 

Changes in Internal Control over Financial Reporting:

 

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

5

 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers are an adverse party or has a material interest adverse to us.

 

Item 1A. Risk Factors.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Between the period of April 9, 2025 to May 19, 2025, the Company issued 7,000,000 shares of restricted common stock to 5 foreign parties, all of which do not reside in the United States. A total of 7,000,000 shares of restricted common stock were sold at a price of $0.10 per share. The total proceeds to the Company amounted to a total of $700,000 went to the Company to be used as working capital.

 

Between the period of July 7, 2025 to July 7, 2025, the Company issued 1,000,000 shares of restricted common stock to 1 foreign party, all of which do not reside in the United States. A total of 1,000,000 shares of restricted common stock were sold at a price of $0.10 per share. The total proceeds to the Company amounted to a total of $100,000 went to the Company to be used as working capital.

 

Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

6

 

 

ITEM 6. Exhibits

 

Exhibit No.   Description
     
31.1   Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*
     
32.1   Section 1350 Certification of principal executive officer*
     
101.INS   Inline XBRL Instance Document*
     
101.SCH   Inline XBRL Schema Document*
     
101.CAL   Inline XBRL Calculation Linkbase Document*
     
101.DEF   Inline XBRL Definition Linkbase Document*
     
101.LAB   Inline XBRL Label Linkbase Document*
     
101.PRE   Inline XBRL Presentation Linkbase Document*
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

 

7

 

 

SIGNATURES

 

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

 

  Jocom Holdings Corp.
  (Name of Registrant)
     
Date: November 14, 2025    
  By: /s/ LOKE WENG CHAN
  Title: President, Secretary, Treasurer, Managing Director

 

8

 

FAQ

What did JOCM report for net income in the latest period?

Net loss was $126,819 for the nine months ended September 30, 2025, versus net profit of $37,218 in the prior year period.

How much revenue did JOCM generate in 2025 year-to-date?

$0 revenue for the nine months ended September 30, 2025, compared to $18,000 a year earlier.

What is JOCM’s cash position and operating cash flow?

Cash was $22,987 at September 30, 2025. Operating activities used $479,644 year‑to‑date.

Did JOCM raise capital during the period?

Yes. The company sold 8,000,000 restricted shares at $0.10, for $800,000 proceeds and a $300,000 subscription receivable.

Are there any going concern or control issues disclosed by JOCM?

Yes. The filing states substantial doubt about going concern and identifies material weaknesses in internal controls.

How many JOCM shares are outstanding?

65,680,500 common shares were outstanding as of September 30, 2025.

What acquisitions or deposits did JOCM disclose?

The company recorded a $348,000 earnest deposit toward acquiring Yijun (Shanghai) Biotechnology Co. Ltd., expected by Q2 2026.