ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report.
Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.
The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.
Overview
Jocom Holdings Corp., a Nevada Corporation, is a company that operates through its wholly owned subsidiary, Jocom Holdings Corp., a Company organized in Labuan, Malaysia. The Nevada and, Malaysia corporations share the same exact business plan.
We provide data analytic services, which cover customer behavior and predictive customer analysis. Our inhouse data analytic software solution, namely “JOCOM AI Smart Platform”, is developed by our previous 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.
Mr. Sew resigned as CEO of the Company and Dr. Jimmy Loke was appointed as CEO and Chief Financial Officer with effect from August 22, 2025.
The Board of Directors is currently reviewing the business operations and our new CEO, Dr. Jimmy Loke, will continue to explore the market for the JOCOM AI Smart Platform services. However, the future emphasis of the business will be expansion through business combinations to generate sustainable income for the group. It is anticipated that Dr. Loke will be able to conclude some business combinations currently under negotiation in the second quarter of 2026.
On June 8,2025, the Company entered into a non-disclosure and non-legal binding agreement to acquire a biotech company in China which is still being negotiated and subject to further due diligence. Currently, the Company is engaged, in confidence, in negotiation of a collaboration with an AI insect repellent system vendor which will generate sustainable income for the group. More announcements will be made when the agreements are concluded, and shareholders are advised not to speculate until formal announcements are made.
Our office and mailing address is Unit No. 11-1, Level 11, Tower 3, Avenue 3, Bangsar South, No. 8 Jalan Kerinchi, 59200, Kuala Lumpur.
Results of Operations for the year ended December 31, 2025 and 2024
Revenue
The Company generated revenue of $Nil was due to the change of directors and directions of the company and $24,000 for the year ended December 31, 2025 and 2024.
Cost of Revenue and Gross Margin
For the year ended December 31, 2025 and 2024, the Company did not have any cost of revenue. The Company generated gross profits of $Nil and $24,000 for the year ended December 31, 2025 and 2024.
Other Income
For the year ended December 31, 2025, the Company generated other income of $97,378 which $67,987 were from waiver given on liability and the rest of foreign currency variation. For the year ended December 31, 2024, the Company generated other income of $131,674 from foreign currency variations.
General and Administrative Expenses
General and administrative expenses for the year ended December 31, 2025 and 2024 amounted to $937,220 and $87,155 respectively. The high general and administrative expenses for year ended December 31, 2025 were from cost related to new management as well as restructuring of business and also impairment of receivables and deposits of USD648,000.
Net profit/loss
The net loss for the year ended December 31, 2025 was $839,842 as compared to net profit $68,519 for the year ended December 31, 2024. The increase in loss was mainly due to the cost related to new management as well as restructuring of business and also impairment of receivables and deposits of USD648,000.
Liquidity and Capital Resources
As of December 31, 2025, we had cash and cash equivalents of $11,220 as compared to $2,481 for the year ended December 31, 2024. We expect increased levels of operations going forward will result in more significant cash flow.
We depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations.
Cash Provided by/Used In Operating Activities
For the year ended December 31, 2025 net cash used in operating activities was $491,306 whereas for the year ended December 31, 2024, net cash provided by operating activities is $2,280. The cash used in operating activities was mainly for payment of general and administrative expenses.
Cash Provided by/Used In Financing Activities
For the year ended December 31, 2025, net cash provided by financing activity were $500,000 from the proceeds from issuance of common stocks whereas for the year ended December 31, 2024, net cash used in financing activities was $Nil.
Cash provided by/used in Investing Activity
During the year ended December 31, 2025 and 2024, there is no net cash used in/provided by investing activity.
Credit Facilities
We do not have any credit facilities or other access to bank credit.
Critical Accounting Policies and Estimates
In preparing our Consolidated Financial Statements in accordance with generally accepted accounting principles in the United States (“GAAP”) and pursuant to the rules and regulations of the SEC, we make assumptions, judgments and estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions.
We believe that the assumptions, judgments and estimates involved in the accounting for revenue recognition has the greatest potential impact on our Consolidated Financial Statements. These areas are key components of our results of operations and are based on complex rules requiring us to make judgments and estimates, and consequently, we consider these to be our critical accounting policies. Historically, our assumptions, judgments and estimates relative to our critical accounting policies have not differed materially from actual results.
Revenue recognition
In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts . ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.
Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The revenue generated was a service fee paid by a client to carry out data analytic services in the Southeast Asia online grocery market.
Recent accounting pronouncements
Refer to Note 2 in the accompanying consolidated financial statements
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
