UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
OF THE SECURITIES EXCHANGE ACT OF 1934
For
The Quarterly Period Ended
or
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
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or other jurisdiction of |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).
YES ☐ ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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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).
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☐
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
☐
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, 2023 | |
| Common Stock, $.0001 par value |
TABLE OF CONTENTS
| 2 |
PART I FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
JOCOM HOLDINGS CORP.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
JOCOM HOLDINGS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2023 (Unaudited) AND DECEMBER 31, 2022 (Audited)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| As of | As of | |||||||
September 30, 2023 | December 31, 2022 | |||||||
| Unaudited | Audited | |||||||
| ASSETS | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Intangible asset | ||||||||
| Plant and equipment, net | ||||||||
| Lease asset – right of use | ||||||||
| Total Non-Current Assets | ||||||||
| CURRENT ASSETS | ||||||||
| Trade receivables | ||||||||
| Other receivable and deposits | ||||||||
| Cash and cash equivalents | ||||||||
| Total Current Assets | $ | $ | ||||||
| TOTAL ASSETS | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Other payables and accruals | ||||||||
| Amount due to directors | ||||||||
| Income tax payable | ||||||||
| Leased Liabilities | ||||||||
| Total Current Liabilities | $ | $ | ||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock, $par value; shares authorized; issued and outstanding | ||||||||
| Common Shares, par value $; shares authorized, shares issued and outstanding as of September 30, 2023 and December 31, 2022 respectively | $ | $ | ||||||
| Additional paid in capital | ||||||||
| Accumulated losses | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ EQUITY | $ | ( | ) | $ | ( | ) | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
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, 2023 AND 2022
(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 | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| REVENUE | $ | $ | $ | $ | ||||||||||||
| COST OF REVENUE | $ | $ | $ | $ | ||||||||||||
| GROSS PROFIT | $ | $ | $ | $ | ||||||||||||
| OTHER INCOME | $ | $ | $ | $ | ||||||||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | $ | $ | $ | $ | ||||||||||||
| LOSS BEFORE INCOME TAX | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| INCOME TAX EXPENSE | $ | $ | $ | $ | ||||||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| OTHER COMPREHENSIVE LOSS | $ | $ | $ | $ | ||||||||||||
| TOTAL COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share, basic and diluted: | $ | $ | $ | $ | ||||||||||||
| Weighted average number of common shares outstanding – Basic and diluted | ||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
| F-3 |
JOCOM HOLDINGS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
| Nine months ended September 30, 2022 | ||||||||||||||||||||
| Common Stock | ||||||||||||||||||||
| Number of Shares | Amount | Additional Paid-In Capital | Accumulated Losses | Total Equity | ||||||||||||||||
| Balance as of December 31, 2021 (Audited) | ( | ) | ||||||||||||||||||
| Net profit from January 1, 2022 to March 31, 2022 | ||||||||||||||||||||
| Balance as of March 31, 2022 (Unaudited) | ( | ) | ||||||||||||||||||
| Net loss from Apr 1, 2022 to June 30, 2022 | ( | ) | ( | ) | ||||||||||||||||
| Balance as of June 30, 2022 (Unaudited) | ( | ) | ||||||||||||||||||
| Net loss from July 1, 2022 to September 30, 2022 | ( | ) | ( | ) | ||||||||||||||||
| Balance as of September 30, 2022 (Unaudited) | ( | ) | ||||||||||||||||||
| Nine months ended September 30, 2023 | ||||||||||||||||||||
| Common Stock | ||||||||||||||||||||
| Number of Shares | Amount | Additional Paid-In Capital | Accumulated Losses | Total Equity | ||||||||||||||||
| Balance as of December 31, 2022 (Audited) | ( | ) | ( | ) | ||||||||||||||||
| Net loss from January 1, 2023 to March 31, 2023 | ( | ) | ( | ) | ||||||||||||||||
| Balance as of March 31, 2023 (Unaudited) | ( | ) | ( | ) | ||||||||||||||||
| Net loss from April 1, 2023 to June 30, 2023 | ( | ) | ( | ) | ||||||||||||||||
| Balance as of June 30, 2023 (Unaudited) | ( | ) | ( | ) | ||||||||||||||||
| Shares issued in the Initial Public Offering completed on 23 September, 2023 at $ per share | ||||||||||||||||||||
| Net loss from July 1, 2023 to September 30, 2023 | ( | ) | ( | ) | ||||||||||||||||
| Balance as of September 30, 2023 (Unaudited) | ( | ) | ( | ) | ||||||||||||||||
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, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
|
Nine months ended September 30 |
||||||||
| 2023 | 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortisation | ||||||||
| Interest expense | ||||||||
| Allowance for doubtful debt | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Trade receivable | ( |
) | ( |
) | ||||
| Other receivable and deposits | ( |
) | ||||||
| Other payables and accruals | ( |
) | ||||||
| Amount due to directors | ( |
) | ||||||
| Net cash used in operating activities | ( |
) | ( |
) | ||||
| CASH FLOWS FROM INVESTING ACTIVITY: | ||||||||
| Purchase of plant and equipment | ( |
) | ||||||
| Net cash used in investing activity | ( |
) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from sale of common stock | ||||||||
| Payment of lease liabilities | ( |
) | ( |
) | ||||
| Net cash generated from/(used in) financing activities | ( |
) | ||||||
| Effect of exchange rate changes on cash and cash equivalent | ||||||||
| Net decrease in cash and cash equivalents | ( |
) | ( |
) | ||||
| Cash and cash equivalents, beginning of period | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| 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, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
1. DESCRIPTION OF BUSINESS AND ORGANIZATION
Jocom Holdings Corp. was incorporated on January 8, 2021 under the laws of the state of Nevada.
The Company, through its subsidiary, engaged in providing data analytic services, which cover customer behavior and predictive customer analysis, to, at present, one client.
On
April 15, 2021, the Company acquired
Details of the Company’s subsidiary:
| Company name | Place/date of incorporation | Particulars of issued capital | Principal activities | ||||
| 1. |
shares of ordinary share of US$ |
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 NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Currency expressed 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 nine months ended September 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.
| Categories | Estimated useful life | |
| Renovation |
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 NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Currency expressed 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
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, 2023, the Company suffered net loss of $
The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.
| F-8 |
JOCOM HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
The Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
Foreign currencies translation
The reporting and functional currency of the Company and its subsidiaries in Labuan is United States Dollars (“US$”) which being the primary currency of the economic environment in which these entities operate.
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 September 30, 2023 | As of and for the twelve months ended December 31, 2022 | |||||||
| Period-end RM : US$1 exchange rate | ||||||||
| Period-average RM : US$1 exchange rate | ||||||||
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
| F-9 |
JOCOM HOLDINGS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), 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.
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 NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
3. COMMON STOCK
On
January 8, 2021, the Company issued shares of restricted common stock, with a par value of $ per share, to Ms. Agnes in
consideration of $
On
May 1,2021 the Company issued shares of restricted common stock, with a par value of $per share, to Ms. Agnes in consideration
of $
On
May 1, 2021 the Company issued shares of restricted common stock to Mr. Joshua with a par value of $ per share, in consideration
of $
On
June 1, 2021 the Company issued shares of restricted common stock to SEATech Ventures Corp. with a par value of $ per
share, in consideration of $
On
June 1, 2021 the Company issued shares of restricted common stock to JTalent Sdn. Bhd with a par value of $ per share,
in consideration of $
On
June 1, 2021 the Company issued shares of restricted common stock to GreenPro Venture Capital Limited with a par value of $
per share, in consideration of $
On
June 1, 2021, the Company issued shares of restricted common stock to GreenPro Asia Strategic SPC - GreenPro Asia Strategic Fund
SP with a par value of $ per share, in consideration of $
Between
the period of June 20, 2021 to July 20, 2021, the Company issued shares of restricted common stock to 23 foreign parties, all
of which do not reside in the United States. A total of shares of restricted common stock were sold at a price of $ per
share. The total proceeds to the Company amounted to a total of $
Between
the period of July 25, 2021 to September 10, 2021, the Company issued shares of restricted common stock to 26 foreign parties,
all of which do not reside in the United States. A total of shares of restricted common stock were sold at a price of $
per share. The total proceeds to the Company amounted to a total of $
Between
the period of January 1, 2023 to September 15, 2023, the Company issued shares of common stock to 16 foreign parties, all of which
do not reside in the United States. A total of shares of common stock were sold at a price of $ per share. The total proceeds
to the Company amounted to a total of $
As of September 30, 2023 and December 31, 2022 the Company has an issued and outstanding common share of and .
| F-11 |
JOCOM HOLDINGS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
4. INTANGIBLE ASSET
As of September 30, 2023 (Unaudited) | As of December 31, 2022 (Audited) | |||||||
| At cost: | $ | | $ | | ||||
| AI Smart Platform | $ | $ | ||||||
5. PLANT AND EQUIPMENT
Plant and equipment as of September 30, 2023, and December 31, 2022 are summarized below:
As of September 30, 2023 (Unaudited) | As of December 31, 2022 (Audited) | |||||||
| Renovation | $ | $ | ||||||
| Total | ||||||||
| Accumulated depreciation1 | $ | ( | ) | $ | ( | ) | ||
| Plant and equipment, net | $ | $ | ||||||
| 1 |
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$
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:
| Gross lease payable | $ | |||
| Less: imputed interest | ( | ) | ||
| Initial recognition as of January 1, 2022 | $ |
| F-12 |
JOCOM HOLDINGS CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
As of September 30, 2023 and December 31,2022, the operating lease right of use asset as follow:
As of September 30, 2023 (Unaudited) | As of December 31, 2022 (Audited) | |||||||
| Initial recognition as of January 1, 2022 | ||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Remeasurement of lease asset | ||||||||
| Balance as of September 30, 2023 and December 31,2022 | ||||||||
As of September 30, 2023 and December 31,2022, the operating lease liability as follow:
As of September 30, 2023 (Unaudited) | As of December 31, 2022 (Audited) | |||||||
| Initial recognition as of January 1, 2022 | $ | |||||||
| Less: gross repayment | ( | ) | ( | ) | ||||
| Less: imputed interest | ( | ) | ( | ) | ||||
| Remeasurement of lease liability | ||||||||
| Effect of translation exchange | ||||||||
| Balance as of September 30, 2023 and December 31,2022 | ||||||||
| Less: lease liability, current | ||||||||
| Lease liability, non-current | $ | |||||||
For
the nine months ended September 30, 2023 and 2022, the amortization of the operating lease right of use asset was $
Maturities of operating lease obligation as follow:
| Year ending | ||||
| December 31, 2023 (12 months) | $ | |||
| Total | $ | |||
Other information:
For the nine September 30, | For the nine September 30, | |||||||
| 2023 | 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash paid for amounts included in the measurement of lease liabilities: | - | |||||||
| Operating cash flow from operating lease | $ | $ | ||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | $ | |||||||
| Remaining lease term for operating lease (year) | ||||||||
| Weighted average discount rate for operating lease | % | % | ||||||
Lease
expenses were $
7. CASH AND CASH EQUIVALENTS
As
at September 30, 2023, and December 31, 2022, the Company recorded cash and cash equivalents of $
| F-13 |
JOCOM HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
8. TRADE RECEIVABLE
Trade receivable consisted of the following as of September 30, 2023, and December 31, 2022.
As of September 30, 2023 (Unaudited) | As of December 31, 2022 (Audited) | |||||||
| Trade receivable | $ | $ | ||||||
| Allowance for doubtful debts | $ | ( | ) | $ | ( | ) | ||
| Total trade receivable | $ | $ | ||||||
As
of September 30, 2023 and December 31,2022, trade receivable of $
9. OTHER RECEIVABLE AND DEPOSITS
Other receivable and deposits consisted of the following as of September 30, 2023, and December 31, 2022.
| As of September 30, 2023 (Unaudited) | As of December 31, 2022 (Audited) | |||||||
| Other receivable | $ | $ | ||||||
| Deposits | ||||||||
| Total other receivable and deposits | $ | $ | ||||||
As
of September 30, 2023, and December 31, 2022, total deposits paid was $
10. OTHER PAYABLES AND ACCRUALS
Other payables and accruals consisted of the following as of September 30, 2023, and December 31, 2022.
As of September 30, 2023 (Unaudited) | As of December 31, 2022 (Audited) | |||||||
| Other payables | $ | $ | ||||||
| Accruals | $ | $ | ||||||
| Total other payables and accruals | $ | $ | ||||||
As of September 30, 2023 and December 31, 2022, other payables of $
| F-14 |
JOCOM HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Currency expressed 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 September 30, 2023, and December 31, 2022.
As of September 30, 2023 (Unaudited) | As of December 31, 2022 (Audited) | |||||||
| Amount due to directors | $ | $ | ||||||
| Total amount due to directors | $ | $ | ||||||
As
of September 30, 2023, and December 31, 2022, the amount of $
12. INCOME TAX EXPENSE
For the nine months ended September 30, 2023 and 2022, the local (United States) and foreign components of loss before income tax were comprised of the following:
| For the nine ended September 30, 2023 | For the nine months ended September 30, 2022 | |||||||
| Tax jurisdictions from: | ||||||||
| Local | $ | ( | ) | ( | ) | |||
| Foreign, representing | ||||||||
| - Labuan | $ | ( | ) | |||||
| Loss before income tax | $ | ( | ) | ( | ) | |||
The provision for income taxes consisted of the following:
For
the nine September 30, 2023 | For
the nine September 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 and Labuan 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 NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
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, 2023,
the operations in the United States of America incurred $
Labuan
Under
the current laws of the Labuan, Jocom Holdings Corp.is governed under the Labuan Business Activity Act, 1990. The tax charge for such
company is based on
13. RELATED PARTY TRANSACTIONS
For the nine September 30, 2023 | For the twelve December 31, 2022 | |||||||
| Jocom MShopping Sdn. Bhd.1 | ||||||||
| - Revenue | $ | $ | ||||||
| SEATech Ventures (HK) Limited 2 | ||||||||
| - Consultation Fee | $ | $ | ||||||
| Joshua Sew 3 | ||||||||
| - IT Advisory Fee | $ | $ | ||||||
| Khoo Ghi Geok 4 | ||||||||
| - Accounting Fee | $ | $ | ||||||
| 1 | |
| 2 | |
| 3 | |
| 4 |
14. COMMITMENTS AND CONTINGENCIES
As of September 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 nine months ended September 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:
| For the nine months ended September 30, 2023 | For the nine months ended September 30, 2022 | |||||||||||||||||||||||
| Revenue | Percentage of revenue | Account Receivable-Trade | Revenue | Percentage of revenue | Account Receivable-Trade | |||||||||||||||||||
| Customer A | $ | % | $ | | $ | % | $ | | ||||||||||||||||
| $ | % | $ | $ | % | $ | |||||||||||||||||||
| F-16 |
JOCOM HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
(b) Major suppliers
For the nine months ended September 30, 2023, and 2022, there is no vendor who accounted for 10% or more of the Company’s purchase and the accounts payable balances at period-end.
(c) Credit risk
Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.
(d) Exchange rate risk
The Company cannot guarantee that the current exchange rate will remain stable, therefore there is a possibility that the Company could post the same amount of income for two comparable periods and because of the fluctuating exchange rate actually post higher or lower income depending on exchange rate of RM converted to US$ 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:
| For the nine months ended September 30, 2023 | ||||||||||||
| US | Malaysia | Total | ||||||||||
| Revenue | $ | $ | $ | 18,000 | ||||||||
| Cost of revenue | - | |||||||||||
| Depreciation and amortization | $ | $ | $ | 15,178 | ||||||||
| Loss before income tax | $ | ( | ) | $ | ( | ) | $ | (127,749 | ) | |||
| Total assets | $ | $ | $ | |||||||||
| F-17 |
JOCOM HOLDINGS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
| For the nine months ended September 30, 2022 | ||||||||||||
| US | Malaysia | Total | ||||||||||
| Revenue | 72,000 | |||||||||||
| Cost of revenue | - | |||||||||||
| Depreciation and amortization | 14,343 | |||||||||||
| Profit/ (Loss) before income tax | $ | ( | ) | $ | $ | (155,180 | ) | |||||
| Total assets | $ | $ | $ | |||||||||
| * | Revenues 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 September 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 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 14, 2023, for the period ended September 30, 2023 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.
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.
Results of Operation
For the three months and nine months ended September 30, 2023 and 2022
Revenue
The Company generated revenue of $6,000 and $24,000 for the three months ended September 30, 2023 and 2022. For the nine months ended September 30, 2023 and 2022, the Company generated revenue of $18,000 and $72,000. 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.
Cost of Revenue and Gross Profit
For the three months and nine months ended September 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 September 30, 2023 and 2022 while for the nine months ended September 30, 2023 and 2022, the Company generated gross profit of $18,000 and $72,000.
| 3 |
Other Income
For the three months ended September 30, 2023 and 2022, the Company generated other income of $3,553 and $48,020 from the foreign currency variations.
For the nine months ended September 30, 2023 and 2022, the Company generated other income of $36,315 and $48,302 from foreign currency
variations.
General and administrative expenses
General and administrative expenses for the three months ended September 30, 2023 and 2022 were $55,183 and $76,164 while the general and administrative expenses for the nine months ended September 30, 2023 and 2022 were $182,064 and $275,482 respectively.
Net Loss
The net loss were $45,630 and $4,144 for the three months ended September 30, 2023 and 2022, which the difference was mainly derived from increase in doubtful debts, unrealised foreign exchange loss and DTC advisory fee.
The net loss was $127,749 for the nine months ended September 30, 2023 and $155,180 for the nine months ended September 30, 2022. The difference in net loss was mainly from the increase in doubtful debts, accounting fee, and DTC advisory fee plus decrease in OTC listing fee, unrealised and realised foreign exchange loss.
Liquidity and Capital Resources
As of September 30, 2023, we had cash and cash equivalents of $9,695 as compared to $145,295 as of September 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.
Cash Used in Operating Activities
For the nine months ended September 30, 2023 and 2022, net cash used in operating activities were $110,477 and $208,449. The cash used in operating activities was mainly for payment of general and administrative expenses.
Cash Used In Investing Activity
For the period from January 1, 2023 to September 30, 2023, there was no cash used for the investing activity.
For the period from January 1, 2022 to September 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.
Cash Generated from/(Used in) Financing Activities
For the nine months ended September 30, 2023 and 2022, net cash generated from/(used in) financing activities was $64,129 and $18,415 as a result for repayment of lease liabilities and the proceeds of sales of common stock for the Initial Public Offering from January 1, 2023 to September 15, 2023 amounting to a total of $80,500.
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, 2023.
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| 4 |
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 4 CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures:
We 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 September 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 September 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 September 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.
Changes in Internal Control over Financial Reporting:
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2023, 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 or affiliates, or any beneficial shareholder 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
None.
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, 2023 | ||
| By: | /s/ SEW WEN CHEAN | |
| Title: | Chief Executive Officer, Director | |
| 8 |