10-Q
Jocom Holdings Corp. (JOCM)
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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
ForThe Quarterly Period Ended ### June 30, 2023
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _______________ to _______________
Commission
File Number 333-265850
JOCOM
HOLDINGS CORP.
(Exact name of registrant issuer as specified in its charter)
| Nevada | 38-4177722 |
|---|---|
| (State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
UnitNo. 11-1, Level 11, Tower 3, Avenue 3, Bangsar South, No. 8 Jalan Kerinchi,
59200Kuala Lumpur, Malaysia
(Address of principal executive offices, including zip code)
Registrant’s
phone number, including area code +6012 3399937
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 June 30, 2023 |
|---|---|
| Common<br> Stock, $.0001 par value | 57,600,000 |
TABLE
OF CONTENTS
| Page | ||
|---|---|---|
| PART I | FINANCIAL INFORMATION | |
| ITEM<br> 1. | UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: | F-1 |
| CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED) AND DECEMBER 31, 2022 (AUDITED) | F-2 | |
| CONDENSED<br> CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSSES FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30,2023 AND 2022 (UNAUDITED) | F-3 | |
| CONDENSED<br> CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED) | F-4 | |
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED) | F-5 | |
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | F-6<br> - F-18 | |
| ITEM<br> 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 3-4 |
| ITEM<br> 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 5 |
| ITEM<br> 4. | CONTROLS AND PROCEDURES | 5 |
| PART II | OTHER INFORMATION | |
| ITEM<br> 1 | LEGAL PROCEEDINGS | 6 |
| ITEM<br> 2 | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 6 |
| ITEM<br> 3 | DEFAULTS UPON SENIOR SECURITIES | 6 |
| ITEM<br> 4 | MINE SAFETY DISCLOSURES | 6 |
| ITEM<br> 5 | OTHER INFORMATION | 6 |
| ITEM<br> 6 | EXHIBITS | 7 |
| SIGNATURES | 8 |
| 2 |
| --- |
PART
I FINANCIAL INFORMATION
ITEM
- UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
JOCOM
HOLDINGS CORP.
CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
| Page | |
|---|---|
| Unaudited Condensed Consolidated Financial Statements | |
| Condensed Consolidated Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022 (audited) | F-2 |
| Condensed<br> Consolidated Statements of Operations and Comprehensive Losses for the Three Months and Six Months Ended June 30, 2023 and<br> 2022 (unaudited) | F-3 |
| Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2023 and 2022 (unaudited) | F-4 |
| Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (unaudited) | F-5 |
| Notes to the Condensed Consolidated Financial Statements | F-6<br> - F-18 |
| F-1 |
| --- |
JOCOM
HOLDINGS CORP.
CONDENSED
CONSOLIDATED BALANCE SHEETS
AS
OF JUNE 30, 2023 (Unaudited) AND DECEMBER 31, 2022 (Audited)
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
| As of | |||||
|---|---|---|---|---|---|
| December 31,<br> <br>2022 | |||||
| Audited | |||||
| ASSETS | |||||
| NON-CURRENT ASSETS | |||||
| Intangible asset | 1 | 1 | |||
| Plant and equipment, net | 541 | 1,081 | |||
| Lease asset – right of use | 8,962 | 18,629 | |||
| Total Non-Current Assets | 9,504 | 19,711 | |||
| CURRENT ASSETS | |||||
| Trade receivables | 12,000 | 48,000 | |||
| Other receivable and deposits | 354 | 377 | |||
| Cash and cash equivalents | 17,416 | 56,043 | |||
| Total Current Assets | 29,770 | $ | 104,420 | ||
| TOTAL ASSETS | 39,274 | 124,131 | |||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| CURRENT LIABILITIES | |||||
| Other payables and accruals | 167,792 | 153,460 | |||
| Amount due to directors | 2,833 | 9,270 | |||
| Income tax payable | 1,380 | 1,380 | |||
| Leased Liabilities | 10,144 | 20,777 | |||
| Total Current Liabilities | 182,149 | $ | 184,887 | ||
| TOTAL LIABILITIES | 182,149 | $ | 184,887 | ||
| STOCKHOLDERS’ EQUITY | |||||
| Preferred stock, 0.0001 par value; 200,000,000 shares authorized; None issued and outstanding | - | - | |||
| Common Shares, par value 0.0001; 600,000,000 shares authorized, 57,600,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022 respectively | 5,760 | $ | 5,760 | ||
| Additional paid in capital | 489,640 | 489,640 | |||
| Accumulated losses | (638,275 | ) | (556,156 | ) | |
| TOTAL STOCKHOLDERS’ EQUITY | (142,875 | ) | $ | (60,756 | ) |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 39,274 | $ | 124,131 |
All values are in US Dollars.
See
accompanying notes to condensed consolidated financial statements.
| F-2 |
| --- |
JOCOM
HOLDINGS CORP.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSSES
FOR
THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
| 2023 | 2022 | 2023 | 2022 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the three months ended<br> <br>June 30 | For the six months ended<br><br> <br><br> <br>June 30 | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| REVENUE | $ | 6,000 | $ | 24,000 | $ | 12,000 | $ | 48,000 | ||||
| COST OF REVENUE | $ | - | $ | - | $ | - | $ | - | ||||
| GROSS PROFIT | $ | 6,000 | $ | 24,000 | $ | 12,000 | $ | 48,000 | ||||
| OTHER INCOME | $ | 28,794 | $ | 281 | $ | 32,763 | $ | 282 | ||||
| GENERAL AND ADMINISTRATIVE EXPENSES | $ | 69,985 | $ | 185,996 | $ | 126,882 | $ | 199,318 | ||||
| LOSS BEFORE INCOME TAX | $ | (35,191 | ) | $ | (161,715 | ) | $ | (82,119 | ) | $ | (151,036 | ) |
| INCOME TAX EXPENSE | $ | - | $ | - | $ | - | $ | - | ||||
| NET LOSS | $ | (35,191 | ) | $ | (161,715 | ) | $ | (82,119 | ) | $ | (151,036 | ) |
| OTHER COMPREHENSIVE LOSS | $ | - | $ | - | $ | - | $ | - | ||||
| TOTAL COMPREHENSIVE LOSS | $ | (35,191 | ) | $ | (161,715 | ) | $ | (82,119 | ) | $ | (151,036 | ) |
| Net loss per share, basic and diluted: | $ | - | $ | - | $ | - | $ | - | ||||
| Weighted average number of common shares outstanding – Basic and diluted | 57,600,000 | 57,600,000 | 57,600,000 | 57,600,000 |
See
accompanying notes to condensed consolidated financial statements.
| F-3 |
| --- |
JOCOM
HOLDINGS CORP.
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR
THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
| Number of<br> Shares | Amount | Paid-In Capital | Accumulated <br> Losses | Total Equity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Six months ended June 30, 2022 | ||||||||||||
| Common Stock | Additional | |||||||||||
| Number of<br> Shares | Amount | Paid-In Capital | Accumulated <br> Losses | Total Equity | ||||||||
| Balance as of December 31, 2021 (Audited) | 57,600,000 | 5,760 | 489,640 | (127,829 | ) | 367,571 | ||||||
| Net profit from January 1, 2022 to March 31, 2022 | - | - | - | 10,679 | 10,679 | |||||||
| Balance as of March 31, 2022 (Unaudited) | 57,600,000 | 5,760 | 489,640 | (117,150 | ) | 378,250 | ||||||
| Net loss from Apr 1, 2022 to June 30, 2022 | - | - | - | (161,715 | ) | (161,715 | ) | |||||
| Balance as of June 30, 2022 (Unaudited) | 57,600,000 | 5,760 | 489,640 | (278,865 | ) | 216,535 | ||||||
| Six months ended June 30, 2023 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Common Stock | Additional | |||||||||||
| Number of<br> Shares | Amount | Paid-In Capital | Accumulated<br> Losses | Total<br> <br>Equity | ||||||||
| Balance as of December 31, 2022(Audited) | 57,600,000 | 5,760 | 489,640 | (556,156 | ) | (60,756 | ) | |||||
| Net loss from January 1, 2023 to March 31, 2023 | - | - | - | (46,928 | ) | (46,928 | ) | |||||
| Balance as of March 31, 2023 (Unaudited) | 57,600,000 | 5,760 | 489,640 | (603,084 | ) | (107,684 | ) | |||||
| Balance | 57,600,000 | 5,760 | 489,640 | (603,084 | ) | (107,684 | ) | |||||
| Net loss from April 1, 2023 to June 30, 2023 | - | - | - | (35,191 | ) | (35,191 | ) | |||||
| Net income (loss) | - | - | - | (35,191 | ) | (35,191 | ) | |||||
| Balance as of June 30, 2023 (Unaudited) | 57,600,000 | 5,760 | 489,640 | (638,275 | ) | (142,875 | ) | |||||
| Balance | 57,600,000 | 5,760 | 489,640 | (638,275 | ) | (142,875 | ) |
See
accompanying notes to consolidated financial statements
| F-4 |
| --- |
JOCOM
HOLDINGS CORP.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR
THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
| 2023 | 2022 | |||||
|---|---|---|---|---|---|---|
| Six months ended<br> <br>June 30 | ||||||
| 2023 | 2022 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net loss | $ | (82,119 | ) | $ | (151,036 | ) |
| Adjustments to reconcile net loss to net cash used in operating<br> activities: | ||||||
| Depreciation and amortisation | 10,207 | 9,666 | ||||
| Interest expense | 531 | 970 | ||||
| Allowance for doubtful debt | 45,383 | - | ||||
| Changes in operating assets and liabilities: | ||||||
| Trade receivable | (9,383 | ) | (48,000 | ) | ||
| Other receivable and deposits | 23 | (22,823 | ) | |||
| Other payables and accruals | 14,332 | 9,331 | ||||
| Amount due to directors | (6,437 | ) | 6,402 | |||
| Net cash used in operating activities | (27,463 | ) | (195,490 | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITY: | ||||||
| Purchase of plant and equipment | - | (2,163 | ) | |||
| Net cash used in investing activity | - | (2,163 | ) | |||
| CASH FLOWS FROM FINANCING ACTIVITY: | ||||||
| Payment of lease liabilities | (11,164 | ) | (12,203 | ) | ||
| Net cash used in financing activity | (11,164 | ) | (12,203 | ) | ||
| Effect of exchange rate changes on cash and cash equivalent | - | - | ||||
| Net decrease in cash and cash equivalents | (38,627 | ) | (209,856 | ) | ||
| Cash and cash equivalents, beginning of period | 56,043 | 374,322 | ||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 17,416 | $ | 164,466 | ||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||
| Income taxes paid | $ | - | $ | - | ||
| Interest paid | $ | - | $ | - |
See
accompanying notes to condensed consolidated financial statements.
| F-5 |
| --- |
JOCOM
HOLDINGS CORP.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(Currencyexpressed 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, to, at present, one client.
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 $100 USD.
Details of the Company’s subsidiary:
SCHEDULE
OF COMPANY SUBSIDIARIES
| Company<br> name | Place/date<br> of incorporation | Particulars<br> of issued capital | Principal<br> activities | |
|---|---|---|---|---|
| 1. | Jocom<br> Holdings Corp. | Labuan,<br> January 26, 2021 | 100<br> shares of ordinary share of US$ 1 each | Data<br> Analytic Software Solution |
For purposes of consolidated financial statement presentation, Jocom Holdings Corp. and its subsidiary are hereinafter referred to as the “Company”.
| F-6 |
| --- |
JOCOM
HOLDINGS CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The consolidated financial statements for Jocom Holdings Corp. and its subsidiaries (‘the Company’) for the six months ended June 30, 2023 are 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 subsidiary, Jocom Holdings Corp. The Company has adopted December 31 as its fiscal year end.
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.
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<br> useful life |
|---|---|
| Renovation | 2<br> 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
| F-7 |
| --- |
JOCOM
HOLDINGS CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
Leases
The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term in accordance with ASC 842.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.
In determining the present value of the unpaid lease payments, ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company leases do not provide an implicit rate, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments.
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.
Going Concern
The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the period ended June 30, 2023, the Company suffered net loss of $82,119, suffered an accumulated deficit of $638,275, capital deficiency of $142,875 and negative operating cash flows of $27,463. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.
| F-8 |
| --- |
JOCOM
HOLDINGS CORP.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(Currencyexpressed in United States Dollars (“US$”), 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.
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$1 has been made at the following exchange rates for the respective periods:
SCHEDULE
OF EXCHANGE RATES
| As of and for the twelve months ended December 31, 2022 | |||
|---|---|---|---|
| Period-end RM : US1 exchange rate | 4.664 | 4.390 | |
| Period-average RM : US1 exchange rate | 4.528 | 4.278 | |
| Exchange rate | 4.528 | 4.278 |
All values are in US Dollars.
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
| F-9 |
| --- |
JOCOM
HOLDINGS CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(Currencyexpressed in United States Dollars (“US$”), 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:
Level1: Observable inputs such as quoted prices in active markets;
Level2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level3: 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.
In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. In November 2019, the FASB issued ASU No. 2019-10, which to update the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses, leases, and hedging standard. The new effective date for these preparers is for fiscal years beginning after December 15, 2022. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning January 1, 2023 as the Company is qualified as a smaller reporting company. The Company has accordingly adopted ASUs 2016-13 and 2019-05 in the preparation of its unaudited condensed consolidated financial statements.
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-10 |
| --- |
JOCOM
HOLDINGS CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(Currencyexpressed 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 $260,000 went to the Company to be used as working capital.
As
of June 30, 2023 and December 31, 2022 the Company has an issued and outstanding common share of 57,600,000.
| F-11 |
| --- |
JOCOM
HOLDINGS CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
4.
INTANGIBLE ASSET
SCHEDULE
OF INTANGIBLE ASSETS
| As of<br> <br>June 30, 2023<br> <br>(Unaudited) | As of<br> <br>December 31, 2022<br> <br>(Audited) | |||
|---|---|---|---|---|
| At cost: | $ | 1 | $ | 1 |
| AI Smart Platform | $ | 1 | $ | 1 |
| Intangible asset | $ | 1 | $ | 1 |
5.
PLANT AND EQUIPMENT
Plant and equipment as of June 30, 2023, and December 31, 2022 are summarized below:
SCHEDULE
OF PROPERTY PLANT AND EQUIPMENT
| As of<br> <br>June 30, 2023<br> <br>(Unaudited) | As of<br> <br>December 31, 2022<br> <br>(Audited) | |||||
|---|---|---|---|---|---|---|
| Renovation | $ | 2,163 | $ | 2,163 | ||
| Total | 2,163 | 2,163 | ||||
| Accumulated depreciation^1^ | $ | (1,622 | ) | $ | (1,082 | ) |
| Plant and equipment, net | $ | 541 | $ | 1,081 | ||
| 1 | For<br> the six months period ended June 30, 2023 and 2022, depreciation expense was $541 and $108 respectively. | |||||
| --- | --- |
6.
LEASE
The Company officially adopted ASC 842 for the period on and after November 1, 2019 as permitted by ASU 2016-02. ASC 842 originally required all entities to use a “modified retrospective” transition approach that is intended to maximize comparability and be less complex than a full retrospective approach. On July 30, 2018, the FASB issued ASU 2018-11 to provide entities with relief from the costs of implementing certain aspects of the new leasing standard, ASU 2016-02 of which permits entities may elect not to recast the comparative periods presented when transitioning to ASC 842. As permitted by ASU 2018-11, the Company elect not to recast comparative periods, thusly.
As
of January 1, 2022, the Company recognized approximately US$40,993, lease liability as well as right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Lease liabilities are measured at present value of the sum of remaining rental payments as of January 1, 2022, with discounted rate of 6.60% adopted from Commerce International Merchant Bankers Berhad as a reference for discount rate.
A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease cost are classified within operating activities in the statement of cash flows.
The initial recognition of operating lease right and lease liability as follow:
SCHEDULE
OF OPERATING LEASE LIABILITY AND RIGHT OF USE ASSETS
| Gross lease payable | $ | 43,258 | |
|---|---|---|---|
| Less: imputed interest | (2,265 | ) | |
| Initial recognition as of January 1, 2022 | $ | 40,993 |
| F-12 |
| --- |
JOCOM
HOLDINGS CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
As of June 30, 2023 and December 31,2022, the operating lease right of use asset as follow:
SCHEDULE
OF OPERATING LEASE RIGHT OF USE ASSET
| As of<br> <br>June 30, 2023<br> <br>(Unaudited) | As of<br> <br>December 31, 2022<br> <br>(Audited) | |||||
|---|---|---|---|---|---|---|
| Initial recognition as of January 1, 2022 | 40,993 | 40,933 | ||||
| Accumulated amortization | (32,244 | ) | (22,577 | ) | ||
| Remeasurement of lease asset | 213 | 213 | ||||
| Balance as of June 30, 2023 and December 31,2022 | 8,962 | 18,629 |
As of June 30, 2023 and December 31,2022, the operating lease liability as follow:
SCHEDULE
OF OPERATING LEASE LIABILITY
| As of<br> <br>June 30, 2023<br> <br>(Unaudited) | As of<br> <br>December 31, 2022<br> <br>(Audited) | |||||
|---|---|---|---|---|---|---|
| Initial recognition as of January 1, 2022 | $ | 43,258 | 43,258 | |||
| Less: gross repayment | (33,226 | ) | (22,062 | ) | ||
| Less: imputed interest | (2,164 | ) | (1,633 | ) | ||
| Remeasurement of lease liability | 213 | 213 | ||||
| Effect of translation exchange | 2,063 | 1,001 | ||||
| Balance as of June 30, 2023 and December 31,2022 | 10,144 | 20,777 | ||||
| Less: lease liability, current | 10,144 | 20,777 | ||||
| Lease liability, non-current | $ | - | - |
For
the six months ended June 30, 2023 and 2022, the amortization of the operating lease right of use asset was $9,667
and $9,558
respectively.
Maturities of operating lease obligation as follow:
SCHEDULE
OF MATURITIES OF OPERATING LEASE OBLIGATION
| Year ending | ||
|---|---|---|
| December 31, 2023 (12 months) | $ | 10,144 |
| Total | $ | 10,144 |
Other information:
SCHEDULE
OF OTHER INFORMATION RELATED TO LEASE
| For the six months ended<br> <br>June 30, 2023 | For the six months ended<br> <br>June 30, 2022 | |||||
|---|---|---|---|---|---|---|
| (Unaudited) | (Unaudited) | |||||
| Cash paid for amounts included in the measurement of lease liabilities: | - | |||||
| Operating cash flow from operating lease | $ | 10,144 | $ | 29,759 | ||
| Right-of-use assets obtained in exchange for operating lease liabilities | $ | 8,962 | 31,435 | |||
| Remaining lease term for operating lease (year) | 0.5 | 1.5 | ||||
| Weighted average discount rate for operating lease | 5.94 | % | 5.43 | % |
Lease
expenses were $11,164 and $12,203 during the period ended June 30, 2023 and 2022 respectively.
7.
CASH AND CASH EQUIVALENTS
As
at June 30, 2023, and December 31, 2022, the Company recorded cash and cash equivalents of $17,416 and $56,043 respectively which consists of cash on hand and bank balances.
| F-13 |
| --- |
JOCOM
HOLDINGS CORP.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
8.
TRADE RECEIVABLE
Trade receivable consisted of the following as of June 30, 2023, and December 31, 2022.
SCHEDULE
OF TRADE RECEIVABLE
| As of<br> <br>June 30, 2023<br> <br>(Unaudited) | As of<br> <br>December 31, 2022<br> <br>(Audited) | |||||
|---|---|---|---|---|---|---|
| Trade receivable | $ | 89,383 | $ | 80,000 | ||
| Allowance for doubtful debts | $ | (77,383 | ) | $ | (32,000 | ) |
| Total trade receivable | $ | 12,000 | $ | 48,000 |
As
of June 30, 2023 and December 31,2022, trade receivable of $89,383 and $80,000
which were related party transactions
were netted off with allowance for doubtful debts of $77,383 and $32,000
. Total outstanding balance for trade
receivable are $12,000 and $48,000.
The amount due from trade receivables is subject to normal trade credit term.
9.
OTHER RECEIVABLE AND DEPOSITS
Other receivable and deposits consisted of the following as of June 30, 2023, and December 31, 2022.
SCHEDULE
OF OTHER RECEIVABLE DEPOSIT
| As of<br> June 30, 2023<br> (Unaudited) | As of<br> December 31, 2022<br> (Audited) | |||
|---|---|---|---|---|
| Other receivable | $ | - | $ | - |
| Deposits | 354 | 377 | ||
| Total other receivable and deposits | $ | 354 | $ | 377 |
As
of June 30, 2023, and December 31, 2022, total deposits paid was $354 and $377 which mainly from the deposit of rental security and utilities deposit for the increase of lease rental.
10.
OTHER PAYABLES AND ACCRUALS
Other payables and accruals consisted of the following as of June 30, 2023, and December 31, 2022.
SCHEDULE
OF OTHER PAYABLES AND ACCRUALS
| As of<br> <br>June 30, 2023<br> <br>(Unaudited) | As of<br> <br>December 31, 2022<br> <br>(Audited) | |||
|---|---|---|---|---|
| Other payables | $ | 160,867 | $ | 135,052 |
| Accruals | $ | 6,925 | $ | 18,408 |
| Total other payables and accruals | $ | 167,792 | $ | 153,460 |
As of June 30, 2023 and December 31, 2022, other payables of $81,975 and $120,000
were related party balances. The amount is unsecured, interest-free and repayable on demand.
| F-14 |
| --- |
JOCOM
HOLDINGS CORP.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
11.
AMOUNT DUE TO DIRECTORS
Amount due to directors consisted of the following as of June 30,2023, and December 31, 2022.
SCHEDULE
OF AMOUNT DUE TO RELATED PARTIES
| As of<br> <br>June 30, 2023<br> <br>(Unaudited) | As of<br> <br>December 31, 2022<br> <br>(Audited) | |||
|---|---|---|---|---|
| Amount due to directors | $ | 2,833 | $ | 9,270 |
| Total amount due to directors | $ | 2,833 | $ | 9,270 |
As
of June 30, 2023, and December 31, 2022, the amount of $2,833 and $9,270 were mainly due to expenses paid by directors. The amount is unsecured, interest-free and repayable on demand.
12.
INCOME TAX EXPENSE
For the six months ended June 30,2023 and 2022, the local (United States) and foreign components of loss before income tax were comprised of the following:
SCHEDULE
OF FOREIGN COMPONENTS OF LOSS BEFORE INCOME TAXES
| For the six ended <br> June 30, 2023 | For the six months ended <br> June 30, 2022 | |||||
|---|---|---|---|---|---|---|
| Tax jurisdictions from: | ||||||
| Local | $ | (41,067 | ) | 15,988 | ||
| Foreign, representing | ||||||
| - Labuan | $ | (41,052 | ) | (167,024 | ) | |
| Loss before income tax | $ | (82,119 | ) | (151,036 | ) |
The provision for income taxes consisted of the following:
SCHEDULE
OF PROVISION FOR INCOME TAXES
| For the six months ended<br> <br>June 30, 2023 | For the six months ended<br> <br>June 30, 2022 | |||
|---|---|---|---|---|
| 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:
| F-15 |
| --- |
JOCOM
HOLDINGS CORP.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
UnitedStates of America
The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of June 30, 2023, the operations in the United States of America incurred $516,257 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 2040, 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 24% of net audited profit.
13.
RELATED PARTY TRANSACTIONS
SCHEDULE
OF RELATED PARTY TRANSACTIONS
| For the six months ended<br> <br>June 30, 2023 (Unaudited) | For the twelve months ended<br> <br>December 31, 2022 (Audited) | |||
|---|---|---|---|---|
| Jocom MShopping Sdn. Bhd.^1^ | ||||
| - Revenue^1^ | $ | 12,000 | $ | 96,000 |
| SEATech Ventures (HK) Limited ^2^ | ||||
| - Consultation Fee^2^ | $ | - | $ | 280,000 |
| Joshua Sew ^3^ | ||||
| -<br> IT Advisory Fee^3^ | $ | 7,035 | $ | - |
| 1 | Mr.<br> Joshua and Ms. Agnes, the Company Chief Executive Officer and Chief Financial Officer, are the directors of Jocom MShopping Sdn.<br> Bhd. | |||
| --- | --- | |||
| 2 | SEATech<br> Ventures (HK) Limited, through its wholly owned subsidiary of SEATech Ventures Corp. is a 14.8% shareholder of the Company. | |||
| --- | --- | |||
| 3 | Mr. Joshua Sew is the Company Chief Executive Officer. |
14.
COMMITMENTS AND CONTINGENCIES
As of June 30, 2023, the Company has no commitments or contingencies involved.
15.
CONCENTRATION OF RISK
The Company is exposed to the following concentration of risk:
(a) Major customers
For the six months ended June 30, 2023 and 2022, the customers who accounted for 100% or more of the Company’s revenues and its accounts receivable balance at year/period-end are presented as follows:
SCHEDULE
OF CUSTOMER CONCENTRATION RISK
| For the six months ended <br><br>June 30, 2023 | For the six months ended <br><br>June 30, 2022 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | Percentage of revenue | Account Receivable-Trade | Revenue | Percentage of revenue | Account Receivable-Trade | |||||||||
| Customer A | $ | 12,000 | 100 | % | $ | 12,000 | $ | 48,000 | 100 | % | $ | 48,000 | ||
| $ | 12,000 | 100 | % | $ | 12,000 | $ | 48,000 | 100 | % | $ | 48,000 |
| F-16 |
| --- |
JOCOM
HOLDINGS CORP.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 31, 2023 AND 2022
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
(b) Major suppliers
For the six months ended June 30, 2023, and 2022, there is no vendor who accounted for 10% or more of the Company’s purchase and the accounts payable balances at period-end.
(c) Credit risk
Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.
(d) Exchange rate risk
The Company cannot guarantee that the current exchange rate will remain stable, therefore there is a possibility that the Company could post the same amount of income for two comparable periods and because of the fluctuating exchange rate actually post higher or lower income depending on exchange rate of RM converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.
16.
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 Geography:
SCHEDULE
OF SEGMENT INFORMATION
| For the six months ended June 30, 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| US | Malaysia | Total | |||||||
| Revenue | $ | - | $ | 12,000 | $ | 12,000 | |||
| Cost of revenue | - | - | - | ||||||
| Depreciation and amortization | $ | - | $ | 10,208 | $ | 10,208 | |||
| Loss before income tax | $ | (41,067 | ) | $ | (41,052 | ) | $ | (82,119 | ) |
| Total assets | $ | - | $ | 39,274 | $ | 39,274 |
| F-17 |
| --- |
JOCOM
HOLDINGS CORP.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(Currencyexpressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
| For the six months ended June 30, 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|
| US | Malaysia | Total | ||||||
| Revenue | - | 48,000 | 48,000 | |||||
| Cost of revenue | - | - | - | |||||
| Depreciation and amortization | - | 9,666 | 9,666 | |||||
| Loss before income tax | $ | (167,024 | ) | $ | 15,988 | $ | (151,036 | ) |
| Total assets | $ | - | $ | 270,050 | $ | 270,050 | ||
| * | Revenues<br> and costs are attributed to countries based on the location of customers. | |||||||
| --- | --- |
17.
SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2023 up through the date the Company issued the audited consolidated financial statements. During this period, there was no subsequent event that required recognition or disclosure.
18.
SIGNIFICANT EVENT
During the fiscal year, the World Health Organization declared the Coronavirus (COVID-19) outbreak to be a pandemic, which has caused severe global social and economic disruptions and uncertainties, including markets where the Company operates.
The Company considers this outbreak as non-adjusting-events. The consequences brought about by Covid-19 continue to evolve and whilst the Company actively monitoring and managing its operations to respond to these changes, the Company does not consider it practicable to provide any quantitative estimate on the potential impact it may have on the Company.
| F-18 |
| --- |
ITEM
- MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Theinformation contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K, dated April14, 2023, for the period ended June 30, 2023 and presumes that readers have access to, and will have read, the “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form S-1. Thefollowing discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidatedfinancial statements included elsewhere in this Form 10-Q.
Thefollowing discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of thePrivate 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 guaranteesof future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-lookingstatements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. Westrongly 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 followingshould also be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear elsewherein this report.
CompanyOverview
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.
| 3 |
| --- |
Resultsof Operation
For the three months and six months ended June 30, 2023 and 2022
Revenue
The Company generated revenue of $6,000 and $24,000 for the three months ended June 30, 2023 and 2022. For the six months ended June 30, 2023 and 2022, the Company generated revenue of $12,000 and $48,000. The revenue was a result of a service fee paid by a related party to carry out data analytic services on the Southeast Asian online grocery market via our software solution.
Costof Revenue and Gross Profit
For the three months and six months ended June 30, 2023 and 2022, the Company did not have any cost of revenue. The Company generated gross profit of $6,000 and $24,000 for the three months ended June 30, 2023 and 2022 while for the six months ended June 30, 2023 and 2022, the Company generated gross profit of $12,000 and $48,000.
OtherIncome
For the three months ended June 30, 2023 and 2022, the Company generated other income of $28,794 and $281 from the foreign currency variations.
For the six months ended June 30, 2023 and 2022, the Company generated other income of $32,763 and $282 from foreign currency variations.
Generaland administrative expenses
General and administrative expenses for the three months ended June 30, 2023 and 2022 were $69,985 and $185,996 while the general and administrative expenses for the six months ended June 30, 2023 and 2022 were $126,882 and $199,318 respectively.
NetLoss
The net loss were $35,191 and $161,715 for the three months ended June 30, 2023 and 2022, which the difference was mainly derived from increase in doubtful debts, unrealised foreign exchange loss and decrease in OTC listing fee.
The net loss was $82,119 for the six months ended June 30, 2023 and $151,036 for the six months ended June 30, 2022. The difference in net loss was mainly from the increase in doubtful debts, accounting fee, unrealised foreign exchange loss and decrease in OTC listing fee .
Liquidityand Capital Resources
As of June 30, 2023, we had cash and cash equivalents of $17,416 as compared to $164,466 as of June 30, 2022. 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.
CashUsed in Operating Activities
For the six months ended June 30, 2023 and 2022, net cash used in operating activities were $27,463 and $195,490. The cash used in operating activities was mainly for payment of general and administrative expenses.
CashUsed In Investing Activity
For the period from January 1, 2023 to June 30, 2023, there was no cash used for the investing activity.
For the period from January 1, 2022 to June 30, 2022, net cash used in investing activities was $2,163. The cash used in investing activities was primarily due to renovation expenses related to a leased office space.
CashUsed in Financing Activity
For the six months ended June 30, 2023 and 2022, net cash used in financing activity was $11,164 and $12,203 as a result for repayment of lease liabilities.
Credit Facilities
We do not have any credit facilities or other access to bank credit.
Off-balanceSheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of June 30, 2023.
RecentAccounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| 4 |
| --- |
ITEM
3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM
4 CONTROLS AND PROCEDURES
Evaluationof Disclosure Controls 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 June 30, 2023. 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 June 30, 2023, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.
A material weakness 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 company’s 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 June 30, 2023, 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.
Changesin Internal Control over Financial Reporting:
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART
II — OTHER INFORMATION
Item1. 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 adverse to us.
Item1A. 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.
Item2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item3. Defaults Upon Senior Securities
None
Item4. Mine Safety Disclosures
Not applicable.
Item5. Other Information.
None.
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ITEM6. Exhibits
| Exhibit<br> 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<br> XBRL Instance Document* |
| 101.SCH | Inline<br> XBRL Schema Document* |
| 101.CAL | Inline<br> XBRL Calculation Linkbase Document* |
| 101.DEF | Inline<br> XBRL Definition Linkbase Document* |
| 101.LAB | Inline<br> XBRL Label Linkbase Document* |
| 101.PRE | Inline<br> XBRL Presentation Linkbase Document* |
| 104 | Cover<br> 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<br> Holdings Corp. | ||
|---|---|---|
| (Name<br> of Registrant) | ||
| Date:<br> August 14, 2023 | ||
| By: | /s/ SEW WEN CHEAN | |
| Title: | Chief<br> Executive Officer, Director |
| 8 |
| --- |
EXHIBIT31.1
CERTIFICATION
I, SEW WEN CHEAN, certify that:
1. I have reviewed this quarterly report on Form 10-Q of JOCOM HOLDINGS CORP (the “Company”) for the quarter ended June 30, 2023;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a. | Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared; |
|---|---|
| b. | Designed<br> such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide<br> reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes<br> in accordance with generally accepted accounting principles. |
| c. | Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and |
| d. | Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| a. | All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and | |
|---|---|---|
| b. | Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting. | |
| Date:<br> August 14, 2023 | By: | /s/ SEW WEN CHEAN |
| --- | --- | --- |
| SEW<br> WEN CHEAN | ||
| Chief<br> Executive Officer, Director |
EXHIBIT32.1
CERTIFICATIONPURSUANT TO18 U.S.C. SECTION 1350,
ASADOPTED PURSUANT TO
SECTION906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of JOCOM HOLDINGS CORP. (the “Company”) on Form 10-Q for the quarter ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| Date:<br> August 14, 2023 | By: | /s/ Sew Wen Chean |
|---|---|---|
| Sew<br> Wen Chean | ||
| Chief<br> Executive Officer, Director |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.