UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Fiscal Year Ended December 31, ~~2024~~2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number 000-56629

JOCOM HOLDINGS CORP.

(Exact name of registrant issuer as specified in its charter)

Nevada

38-4177722

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Unit No. 11-1, Level 11, Tower 3, Avenue 3, Bangsar South, No. 8 Jalan Kerinchi,
59200 KUALA LUMPUR, MALAYSIA

(Address of principal executive offices, including zip code)

Registrant’s phone number, including area code +6012 ~~5189937~~3637298

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

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

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES ☐ NO ☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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

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

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

Yes ☐ No ☒

The aggregate market value of the voting and non-voting common stock held by non-affiliates on June 30, ~~2024~~2025 (the last business day of our most recently completed second fiscal quarter) was $612,~~702~~602,990 based on the average bid and asked price of $1.18.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
Common Stock		The OTC Market – OTCQB

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

Yes ☐ No ☐

APPLICABLE ONLY TO CORPORATE REGISTRANTS

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

Class		Outstanding at December 31, ~~2024~~2025
Common Stock, $.0001 par value		5765,680,500

Jocom Holdings Corp.

FORM 10-K

For the Fiscal Year Ended December 31, ~~2024~~2025

Index

		Page
PART I
Item 1.	Business	2
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	5
Item 1C.	Cybersecurity	5
Item 2.	Properties	5
Item 3.	Legal Proceedings	5
Item 4.	Mine Safety Disclosure	5
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6.	Selected Financial Data	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1210
Item 8.	Financial Statements and Supplementary Data	1210
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1210
Item 9A.	Controls and Procedures	1210
Item 9B.	Other Information	1210
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	1311
Item 11.	Executive Compensation	1513
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1614
Item 13.	Certain Relationships and Related Transactions, and Director Independence	1715
Item 14.	Principal Accounting Fees and Services	1816
PART IV
Item 15.	Exhibits, Financial Statement Schedules	1917
SIGNATURES		2018

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

	●	The availability and adequacy of our cash flow to meet our requirements;

	●	Economic, competitive, demographic, business and other conditions in our local and regional markets;

	●	Changes or developments in laws, regulations or taxes in our industry;

	●	Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

	●	Competition in our industry;

	●	The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

	●	Changes in our business strategy, capital improvements or development plans;

	●	The availability of additional capital to support capital improvements and development; and

	●	Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Defined Terms

Except as otherwise indicated by the context, references in this Report to:

	●	The “Company,” “we,” “us,” or “our,” “Jocom Holdings” are references to Jocom Holdings Corp, a Nevada corporation.

	●	“Common Stock” refers to the common stock, par value $.0001, of the Company;

	●	“U.S. dollar,” “$” and “US$” refer to the legal currency of the United States;

	●	“Securities Act” refers to the Securities Act of 1933, as amended; and

	●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

PART I

ITEM 1. BUSINESS

Corporate History

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

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

On April 15, 2021, the Company acquired 100% of the equity interests in Jocom Holdings Corp. (herein referred as the “Malaysia Company”), a private limited company incorporated in Labuan, Malaysia. In consideration of the equity interests of Jocom Holdings Corp., Ms. Chua was compensated $100 USD.

On June 12, 2024, Jocom Holdings Corp, its wholly owned subsidiary, acquired 100% of the equity interests in JHC Digital Sdn. Bhd. (herein referred as the “Malaysia Company”), a private limited company incorporated in Kuala Lumpur, Malaysia. In consideration of the equity interests of JHC Digital Sdn Bhd., Ms. Chua was compensated $2,120 USD. JHC Digital Sdn. Bhd. has submitted an application for strike off on March 31, 2025 and the strike off is still in progress. On August 4, 2025, the strike was completed.

Details of the Company’s subsidiaries:

	Company name	Place/date of incorporation	Particulars of issued capital	Principal activities
1.	Jocom Holdings Corp.	Labuan, January 26, 2021	100 shares of ordinary share of US$ 1 each	Data Analytic Software Solution
2.	JHC Digital Sdn. Bhd.	Kuala Lumpur, June 12, 2024	10,000 shares of ordinary share of Malaysian Ringgit RM1 each	Trading of all kinds of goods online or offline, ecommerce, logistics activities, consulting services for software technology and software development.

~~Business~~For purposes ~~Overview~~of consolidated financial statement presentation, Jocom Holdings Corp. and its subsidiaries are hereinafter referred to as the “Company”.

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

~~Note:~~Jocom Holdings ~~The~~Corp., ~~purpose~~a ofNevada ~~the Labuan~~Corporation, ~~Malaysia Company~~ is toa ~~function~~company asthat ~~the~~operates ~~current~~through ~~regional~~its ~~hub,~~wholly ~~carrying~~owned ~~out~~subsidiary, ~~the~~Jocom ~~majority~~Holdings ~~of physical operations of the Company~~Corp. ~~Initially~~, wea ~~intend for~~Company ~~our~~organized ~~services~~in toLabuan, ~~cover the whole of mainland of~~ Malaysia. The Nevada and Labuan, ~~company~~Malaysia iscorporations ~~part~~share ofthe ~~our~~same ~~international~~exact business ~~structure that encompasses our expansion plans and provides other trade and tax benefits~~plan.

~~JHC~~Note: The ~~Digital~~purpose ~~Sdn.~~of ~~Bhd.~~the Labuan, aMalaysia ~~wholly~~Company ~~owned~~is ~~subsidiary~~to offunction ~~Jocom~~as ~~Holdings~~the ~~Corp.,~~current ~~Labuan~~regional hub, iscarrying ~~incorporated~~out inthe ~~Kuala~~majority ~~Lumpur,~~of physical operations ~~Malaysia~~of the Company. Initially, we intend for ~~the~~our ~~groups’~~services ~~future~~to ~~business~~cover ~~expansion~~the towhole ~~trading~~of mainland of ~~all~~Malaysia. ~~kinds~~The Labuan company is part of ~~goods~~our ~~online~~international business orstructure ~~offline,~~that ~~ecommerce,~~encompasses ~~logistics~~our ~~activities, consulting~~expansion ~~services~~plans ~~for~~and ~~software~~provides ~~technology~~other trade and ~~software~~tax ~~development~~benefits.

~~Data~~JHC Digital ~~Analytic~~Sdn. ~~Software~~Bhd., ~~Solution~~a wholly owned subsidiary of Jocom Holdings Corp., Labuan, is incorporated in Kuala Lumpur, Malaysia, for the groups’ future business expansion to trading of all kinds of goods online or offline, ecommerce, logistics activities, consulting services for software technology and software development.

~~Jocom Holdings Corp currently provides data analytic~~Data ~~services~~Analytic inSoftware relation to analyzing customers’ buying patterns as it relates to grocery items.. It also makes predictions on customers’ consumption manners, and assists e-commerce businesses and grocery retailers in optimizing their product placements with customers. The services are provided through using in house developed data analytic software solution namely “JOCOM AI Smart Platform”, which was developed by our CEO, Mr. Sew based on his past experience in the software development and fresh grocery industry. JOCOM AI Smart Platform is a subscription-based web software. Our sole client at this time, who is also a related party of the Issuer, is an e-commerce platform operator located in Malaysia. In the future we plan to expand our services to additional customers and to customers in other geographic regions in Southeast Asia.Solution

Jocom Holdings Corp currently provides data analytic services in relation to analyzing customers’ buying patterns as it relates to grocery items.. It also makes predictions on customers’ consumption manners, and assists e-commerce businesses and grocery retailers in optimizing their product placements with customers. The services are provided through using in house developed data analytic software solution namely “~~Logistic~~JOCOM ~~Predictive~~AI ~~Algorithm~~Smart Platform”, which was developed by our previous CEO, Mr. Sew based on his past experience in the software development and fresh grocery industry. JOCOM AI Smart Platform is a subscription-based web software. Our sole client at this time, who is also a related party of the Issuer, is an e-commerce platform operator located in Malaysia. In the future we plan to expand our services to additional customers and to customers in other geographic regions in Southeast Asia.

~~We plan to expand our software solution to cover the~~“Logistic ~~logistic~~Predictive segment by developing a logistic prediction algorithm. This software solution will take into account several factors such as fleet availability, incoming orders, traffic conditions etc., to create a real-time simulation and provide the best possible routes and delivery options, thus increasing delivery efficiency and saving costs.Algorithm”

We ~~believe the biggest challenges for local store-based~~ ~~grocery~~plan ~~retailers~~to ~~and~~expand ~~online~~our ~~grocery~~software ~~stores~~solution ~~is timeliness of orders and reliability of delivery~~ to ~~customers~~cover ~~which~~the islogistic ~~essential~~segment inby ~~building~~ developing a ~~loyal~~logistic ~~customer~~prediction ~~base and retaining existing customers~~algorithm. ~~Given~~This ~~this, we believe that a~~ software solution ~~with logistic prediction algorithm~~ iswill ~~essential~~take ~~for~~into ~~grocery~~account ~~retailers~~several ~~and~~factors ~~online~~such ~~grocery~~as ~~stores~~fleet ~~for~~availability, ~~the~~incoming ~~logistical~~orders, ~~management~~traffic ofconditions ~~their grocery products~~etc., ~~Our~~to ~~software~~create ~~solution will have~~ a ~~user~~real-time ~~interface with logistic service provider~~ simulation and ~~logistic~~provide ~~operator~~the sobest ~~grocery~~possible ~~retailers~~routes ~~could~~and ~~integrate~~delivery ~~their~~options, ~~system~~thus ~~with their~~increasing ~~logistic~~delivery ~~provider~~efficiency ~~partners~~and ~~system~~saving costs.

2We believe the biggest challenges for local store-based grocery retailers and online grocery stores is timeliness of orders and reliability of delivery to customers which is essential in building a loyal customer base and retaining existing customers. Given this, we believe that a software solution with logistic prediction algorithm is essential for grocery retailers and online grocery stores for the logistical management of their grocery products. Our software solution will have a user interface with logistic service provider and logistic operator so grocery retailers could integrate their system with their logistic provider partners system.

Our logistic engine will take in location data and any real-time road conditions to allow for a smoother and faster delivery system. Our delivery partner will feed location and road data, such as bumpy roads, traffic lights, speed cameras, potholes or even accident-prone areas, automatically into our engine to ensure end users get their parcel and delivery on time.2

~~On cross border~~Our ~~trade, our~~ logistic engine will betake ~~able~~in tolocation ~~align~~data ~~with multiple 3rd party logistics provider~~ and ~~integrate~~any ~~with~~real-time ~~them~~road conditions to ~~the extent~~allow offor ~~cross~~a ~~border,~~smoother ~~by regional, outstation, suburb, cities,~~ and ~~choose~~faster ~~the~~delivery ~~fastest~~system. ~~route to send products to international end user~~Our indelivery ~~the~~partner ~~best~~will ~~effort~~feed ~~modelling.~~location ~~The selection of various~~ and ~~multiple~~road ~~logistic~~data, ~~will~~such beas ~~made~~bumpy ~~possible~~roads, bytraffic ~~integrating to DHL~~lights, ~~FedEx,~~speed ~~post offices~~cameras, POpotholes ~~boxes~~or ~~and~~ even aaccident-prone areas, ~~scheduled~~automatically ~~3rd~~into ~~party~~our ~~logistic~~engine ~~upon~~to ~~arrival~~ensure onend ~~the~~users ~~different~~get ~~countries.~~their ~~The~~parcel ~~shipping by air~~ and ~~sea~~delivery ~~freight will allow the tracking of the parcel~~ on ~~real-~~time ~~basis~~.

AtOn cross ~~present~~border trade, ~~all~~ ~~plans~~our ~~pertaining~~logistic engine will be able to ~~the~~align ~~future~~with ~~development~~multiple of3rd ~~our~~party ~~data~~logistics ~~analytic~~provider ~~software~~and ~~solution~~integrate ~~are~~with them into ~~development~~the extent of cross border, by regional, outstation, suburb, cities, and wechoose ~~cannot~~the ~~state~~fastest ~~with~~route ~~any~~to send products to international ~~certainty~~end ~~how~~user ~~much~~in ~~time,~~the ~~capital,~~best oreffort ~~other~~modelling. ~~resources~~The selection of various and multiple logistic will be ~~required~~made possible by integrating to ~~fully~~DHL, ~~develop~~FedEx, post ~~our~~offices, ~~data~~PO ~~analytic~~boxes ~~software~~and ~~solution~~even a scheduled 3rd party logistic upon arrival on the different countries. The shipping by air and sea freight will allow the tracking of the parcel on real-time basis.

~~“JOCOM~~At present, ~~Mobile~~all ~~Commerce~~plans ~~Platform”~~pertaining to the future development of our data analytic software solution are in development, and we cannot state with any certainty how much time, capital, or other resources will be required to fully develop our data analytic software solution.

~~Traditionally, we believe manufacturers were at the~~“JOCOM ~~mercy~~Mobile ofCommerce selling via wholesalers and retail chains, as it was extremely difficult to reach the end consumer directly if they operated independently. Nonetheless, with the emergence of e-commerce platforms like Shopify, WooCommerce, and marketplaces like Amazon and Etsy, entrepreneurs have opened their own stores and thus began D2C manufacturing or Factory-to-Consumer (F2C).[18]Platform”

~~The~~Traditionally, we ~~mission~~believe ofmanufacturers ~~our~~were ~~company~~at ~~is to address and develop solutions that impact~~ the ~~lives~~mercy of ~~both~~selling ~~consumers~~via ~~and~~wholesalers ~~businesses through m-commerce technology. We intend to provide a total integrated solution that protects both consumers~~ and ~~vendors.~~retail ~~Jocom~~chains, ~~Holdings~~as ~~Corp~~it ~~will~~was beextremely ~~able~~difficult to ~~provide~~reach athe ~~convenient way to assist traditional~~end ~~businesses~~consumer bydirectly ~~providing~~if ~~the~~they ~~platform~~operated ofindependently. ~~latest technology connecting to rural farmers~~Nonetheless, ~~producers and vendors~~ with ~~affluent~~the ~~consumer~~emergence ~~via~~ of e-commerce. ~~This~~platforms ~~will~~like ~~greatly~~Shopify, ~~increase the margins of producers~~ WooCommerce, and ~~subsequently~~marketplaces ~~removing~~like ~~intermediaries~~Amazon and ~~inefficiencies along the supply chain line~~Etsy, ~~enabling~~entrepreneurs ~~transfer~~have ofopened ~~value directly from point-to-point. We believe that customers will be able to shop for items at~~ their own ~~leisure~~stores and inthus ~~the~~began ~~comfort~~D2C ofmanufacturing ~~their own home by browsing through the different categories~~ or ~~using the search function bar and~~Factory-to-Consumer ~~making payments through credit cards and or other major internet payment gateway solutions~~(F2C).[18]

WeThe mission ~~intend~~of our company is to ~~eventually~~address and develop ~~into~~solutions athat ~~full-fledged~~ impact the lives of both consumers and businesses through m-commerce technology. ~~(Mobile~~We ~~commerce)~~intend to provide a total integrated solution that protects both consumers and vendors. Jocom Holdings Corp will be able to provide a convenient way to assist traditional businesses by providing the platform ~~specialized~~of inlatest ~~online~~technology ~~groceries~~connecting to rural farmers, producers and ~~shopping~~vendors with affluent consumer via e-commerce. ~~Though~~This ~~data~~will ~~collected~~greatly ~~from~~increase ~~our~~the ~~analytic~~margins ~~software~~of ~~solution~~producers and subsequently removing intermediaries and ~~publicly~~inefficiencies ~~available~~along ~~information~~the supply chain line, weenabling ~~anticipate~~transfer ~~that~~of ~~our~~value ~~system~~directly from point-to-point. We believe that customers will ~~automate~~be able to shop for items at their own leisure and in the ~~customer~~comfort ~~acquisition~~of ~~modelling,~~their aown ~~process~~home ~~which~~by ~~automatically~~browsing through the different ~~identifies~~categories or using the ~~best~~search ~~potential~~function ~~leads~~bar and ~~establishes~~making ~~the~~payments ~~best~~through ~~strategies~~credit tocards ~~convert~~and ~~user~~or ~~traffic~~other ~~into~~major ~~active~~internet ~~customers~~payment gateway solutions.

~~For~~We intend ~~the~~to ~~farmers/producers/vendors~~eventually ~~side,~~develop ~~our~~into ~~system will generate~~ a ~~list~~full-fledged ofm-commerce ~~information,~~(Mobile ~~including~~commerce) ~~but~~platform ~~not~~specialized ~~limited~~in ~~to,~~online ~~gender,~~groceries ~~age, monthly consumption, demographic area etc.,~~ and ~~product~~shopping. ~~types~~Though ~~that~~data wecollected ~~believe~~from ~~would~~our ~~most~~analytic ~~appeal~~software tosolution ~~them~~and ~~based~~publicly onavailable ~~this~~ information~~. This information will also be automatically categorized into various product types~~, ~~such~~we asanticipate ~~dry,~~that ~~powder,~~our ~~liquid,~~system ~~chilled, frozen and other keywords. The data AI engine~~ will ~~then give suggestion on~~automate ~~monthly~~the ~~output~~customer ~~for~~acquisition ~~products~~modelling, ~~of same category on~~ a ~~household~~process ~~basis,~~which ~~thus~~automatically itidentifies ~~could~~the bebest ~~used~~potential ~~for~~leads ~~production~~and ~~forecasting~~establishes ~~and~~the ~~sales~~best ~~forecasting~~strategies ~~purposes.~~to Weconvert ~~believe~~user ~~this~~traffic ~~will~~into ~~support~~active ~~brands and manufacturers to not under or overproduce~~customers.

AFor the ~~further~~farmers/producers/vendors 12side, ~~months~~our ~~sales~~system ~~cycle~~will generate a list of ~~similar~~information, ~~products~~including but not limited to, gender, age, monthly consumption, demographic area etc., and product types that ~~exist~~we inbelieve ~~our~~would ~~database~~most ~~can~~appeal ~~then~~to them based on this information. This information will also be ~~compared~~automatically categorized into various product types, onsuch ~~one-to-one~~as ordry, ~~group~~powder, ~~basis.~~liquid, Wechilled, ~~believe~~frozen ~~our~~and other keywords. The data AI engine ~~can~~will ~~eventually~~then ~~produce~~give ~~more~~suggestion ~~precise prediction~~on ~~and~~monthly ~~replace~~output ~~the~~for ~~forecasting~~products of ~~retailers~~same ~~and~~category ~~hypermarket~~on a household basis, thus ~~speeding~~it upcould ~~the~~be used for production forecasting and sales ~~process~~forecasting ofpurposes. ~~particular~~We ~~SKU~~believe inthis ~~the~~will ~~shortest time~~support ~~frame~~brands and manufacturers to not under or overproduce.

WeA further ~~intend~~12 months sales cycle of similar products that exist in our ~~grocery~~database ~~e-modules~~can ~~will~~then ~~able~~be compared, on one-to-one or group basis. We believe ~~integrate~~our ~~with~~AI ~~other~~engine ~~e-commerce~~can ~~platforms~~eventually toproduce ~~sell~~more ~~our~~precise ~~specialty,~~prediction ~~namely~~and ~~Asian~~replace ~~Groceries,~~the toforecasting ~~other~~of ~~SEA~~retailers and ~~International~~hypermarket, ~~countries~~thus ~~via~~speeding aup ~~cross~~the ~~border~~sales ~~logistic~~process ~~integration~~of particular SKU in the shortest time frame.

3We intend that our grocery e-modules will able to integrate with other e-commerce platforms to sell our specialty, namely Asian Groceries, to other SEA and International countries via a cross border logistic integration.

~~Patents~~3

Via our wholly owned subsidiary, Jocom Holdings Corp., we own the rights to a propriety analytics platform, “JOCOM AI SMART PLATFORM”, referred to herein as, “the Software”, which analyzes buying patterns and customer behaviors of consumers of grocery items within Malaysia. We also have an interface that allows users to purchase and have delivered grocery items delivered. Our Software is able to integrate on our interface and analyze data from the interface. Amongst other things, the Software can analyze customer behaviors, predict customers behaviors, and optimize product placement.Patents

~~The~~Via our ~~Patent~~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 ~~Trademark~~customer ~~number~~behaviors of consumers of grocery items within Malaysia. We also have an interface that allows users to purchase and have delivered grocery items delivered. Our Software is able ~~LY2021W02673~~to integrate on our interface and analyze data from the interface. ~~The~~Amongst ~~patent~~other ~~covers~~things, the Software can analyze customer behaviors, ~~geographic~~predict ~~area~~customers ofbehaviors, ~~Malaysia~~and optimize product placement.

The Patent ~~details~~and ofTrademark ~~the~~number ~~Patent~~is ~~can~~LY2021W02673. beThe ~~found~~patent atcovers the ~~following~~geographic ~~source:~~area ~~https://iponlineext~~of Malaysia.~~myipo.gov.my/SPHI/Extra/IP/Mutual/Browse.aspx?sid=637880787831647295~~

~~Marketing~~The details of the Patent can be found at the following source: https://iponlineext.myipo.gov.my/SPHI/Extra/IP/Mutual/Browse.aspx?sid=637880787831647295

Our current marketing plans are still at an initial stage. Going forward we intend to introduce Facebook campaigns and various online advertisement to promote our services. We plan to introduce vouchers, a loyalty program, bulk purchases, discount campaigns and other strategies that would increase awareness of our brand. We will also expand our offerings to include other categories such as healthy snacks and organic food.Marketing

~~The~~Our current ~~Company~~marketing ~~will~~plans ~~position~~are ~~itself~~still at an initial stage. Going forward we intend to ~~market~~introduce ~~with~~Facebook ~~a mobile~~campaigns ~~e-commerce~~and ~~application~~various ~~that~~online ~~includes~~advertisement to ~~the~~promote ~~ability~~our services. We plan to ~~check~~introduce ~~stock~~vouchers, ina ~~local~~loyalty ~~stores~~program, orbulk ~~sending~~purchases, ~~push~~discount ~~notifications~~campaigns ~~when~~and ~~users~~other ~~get~~strategies ~~within~~that awould ~~certain~~increase ~~range~~awareness of aour ~~local~~brand. ~~warehouse~~We towill bealso ~~able~~expand our offerings to ~~target~~include ~~them~~other ~~with~~categories ~~personalized~~such ~~offers~~as healthy snacks and organic food.

The Company ~~plan~~will toposition ~~focus~~itself ~~its~~to ~~intention~~market onwith ~~cultivating~~ a ~~positive~~mobile ~~customer~~e-commerce ~~experience~~application bythat ~~managing~~includes ~~both~~the ~~orders~~ability ~~and~~to ~~returns.~~check ~~Features~~stock ~~such~~in aslocal ~~delivery~~stores, or ~~and~~sending ~~returns~~push ~~tracking~~notifications ~~will~~when ~~be integrated to give~~ users ~~more~~get ~~control~~within ~~and~~a ~~engagement~~certain ~~with~~range ~~the~~of ~~buying~~a ~~process.~~local Wewarehouse ~~believe~~to ~~that~~be ~~creating~~able ~~membership~~to ~~and~~target ~~loyalty~~them ~~rewards~~with ~~options will~~personalized ~~also keep customer coming back~~offers.

The Company ~~intends~~plan to ~~integrate~~focus its intention on cultivating a positive customer experience by managing both orders and ~~build~~returns. ~~machine~~Features such ~~learning~~as ~~into~~delivery ~~the~~and ~~sales~~returns ~~platform,~~tracking ~~allowing~~will itbe integrated to ~~track~~give ~~behavior~~users more control and ~~predict~~engagement ~~user~~with ~~needs,~~the ~~simultaneously~~buying ~~boosting~~process. ~~Jocom~~We ~~Holdings~~believe ~~Corp’s~~that ~~sales~~creating membership and ~~improve~~loyalty rewards options will also keep customer ~~experience~~coming back.

~~Positioning~~The Company ~~Jocom~~intends ~~Holdings~~to ~~Corp~~integrate asand anbuild ~~environment and~~machine orlearning ~~health-conscious~~into ~~brand~~the ~~would~~sales beplatform, aallowing ~~strong~~it ~~differentiator~~to intrack ~~the~~behavior ~~market~~and predict user needs, simultaneously ~~since~~boosting ~~the~~Jocom ~~competition~~Holdings ~~has~~Corp’s ~~not~~sales ~~adopted~~and ~~this~~improve ~~strategy~~customer experience.

~~Competition~~Positioning Jocom Holdings Corp as an environment and or health-conscious brand would be a strong differentiator in the market, since the competition has not adopted this strategy.

Jocom Holdings Corp’s will be in direct negotiation and contact with vendors, manufacturers, wholesalers and main distributors in the grocery supply chain, which we believe will allow the company to enjoy up to 20% gross margin, while keeping only minimal product stock. The Company intends to attract vendors, as many of them are not IT-savvy or familiar with e-commerce operations but wish to participate in the growing internet business. Dealing directly with Jocom Holdings Corp also allows better margin for vendors as the company handles the logistics and distribution i.e. order picking, sorting and delivery (with cold storage support) which save vendors’ cost and ensure efficient and fresh delivery to the customers. At present our competition is comprised of any and all company’s offering online grocery shopping within Malaysia and ASEAN, although we believe that our intended 24 hour deliver, our anticipated gross margins, the utility of our mobile application, and our officers’ business connections, all provide us with a significant competitive advantage.Competition

~~Employees~~Jocom Holdings Corp’s will be in direct negotiation and contact with vendors, manufacturers, wholesalers and main distributors in the grocery supply chain, which we believe will allow the company to enjoy up to 20% gross margin, while keeping only minimal product stock. The Company intends to attract vendors, as many of them are not IT-savvy or familiar with e-commerce operations but wish to participate in the growing internet business. Dealing directly with Jocom Holdings Corp also allows better margin for vendors as the company handles the logistics and distribution i.e. order picking, sorting and delivery (with cold storage support) which save vendors’ cost and ensure efficient and fresh delivery to the customers. At present our competition is comprised of any and all company’s offering online grocery shopping within Malaysia and ASEAN, although we believe that our intended 24 hour deliver, our anticipated gross margins, the utility of our mobile application, and our officers’ business connections, all provide us with a significant competitive advantage.

As of December 31, 2024, the company has a total of 2 full-time employees at our headquarter office in Kuala Lumpur, Malaysia which includes our founder and Chief Executive Officer Mr. Sew, and our co-founder & Chief Financing Officer, Ms. Chua. Currently, all of our employees, Officers and/or Directors have the flexibility to work on our business up to 30 hours per week, but are prepared to devote more time if necessary.Employees

As of ~~our~~December ~~business~~31, ~~and operations increase~~2025, wethe ~~plan~~company tohas ~~hire~~a ~~full~~total of 2 full-time ~~management~~employees at our headquarter office in Kuala Lumpur, ~~technical~~Malaysia ~~and~~which ~~administrative~~includes our ~~support~~President, ~~personnel.~~Secretary, ~~Our~~Treasurer, ~~CEO~~Managing Director and Director, Mr. ~~Sew~~Weng Chan, ~~who~~Loke, ~~graduated~~and ~~with~~our ~~a Computer~~Chief ~~Science~~Executive ~~degree~~Officer and ~~has~~Chief ~~more~~Financial Officer, ~~than~~Dr. 20Jimmy ~~years~~Loke. ofCurrently, ~~extensive~~all ~~experience~~of inour ITemployees, Officers and/or ~~software~~Directors ~~development,~~have ~~will~~the beflexibility ~~the~~to ~~key~~work ~~officer~~on ~~developing~~ our ~~technology~~business ~~infrastructure~~up to 30 hours per week, but are prepared to devote more time if necessary.

WeAs our dobusiness ~~not~~and ~~presently~~operations ~~have pension~~increase, ~~health,~~we ~~annuity,~~plan ~~insurance~~to hire full time management, ~~stock~~technical ~~options~~and administrative support personnel. Our CEO, Dr. ~~profit~~Jimmy ~~sharing~~Loke, orwho ~~similar~~is ~~benefit~~a ~~plans;~~fellow ~~however,~~member weof ~~may~~The ~~adopt~~Institute ~~plans~~of Chartered Accountants in ~~the~~England ~~future~~& Wales and holds a degree of Doctor of Business Administration from University of South Australia. Dr. Loke has over 50 years of experiences in auditing, corporate governance, ~~There~~corporate ~~are~~advisory ~~presently~~services, noforensic ~~personal~~investigations, ~~benefits~~marketing ~~available~~& tofinancial ~~our~~management, ~~Officers~~M & A, ~~Directors~~IPO oretc. ~~employees~~His peak achievement was overseeing 22 public listed companies as an Independent Non-Executive Director. Dr. Loke is the Founding President of the Malaysia Independent Non-Executive Director Association.

~~Government~~We ~~Regulation~~do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our Officers, Directors or employees.

~~At present,~~Government we are subject to the laws and regulations of the jurisdictions in which we operate, which may include business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and supervisory requirements.Regulation

4At present, we are subject to the laws and regulations of the jurisdictions in which we operate, which may include business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and supervisory requirements.

~~ITEM 1A. RISK FACTORS~~4

~~We are a smaller reporting company as defined by Rule~~ITEM ~~12b-2~~1A. ofRISK ~~the Securities Exchange Act of 1934 and are not required to provide the information under this item.~~FACTORS

~~ITEM~~We are ~~1B.~~a ~~UNRESOLVED~~smaller ~~STAFF~~reporting ~~COMMENTS~~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.

~~We are a smaller reporting company as defined by Rule~~ITEM ~~12b-2~~1B. ofUNRESOLVED ~~the~~STAFF ~~Securities Exchange Act of 1934 and are not required to provide the information under this item.~~COMMENTS

~~ITEM~~We are ~~1C.~~a ~~CYBERSECURITY~~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.

~~Risk~~ITEM 1C. ~~management and strategy~~CYBERSECURITY

~~Jocom Holdings Corp. acknowledges the crucial necessity~~Risk ofmanagement ~~establishing, executing,~~ and ~~sustaining strong cybersecurity measures to secure our information systems. This is undertaken to uphold the confidentiality, integrity, and accessibility of our data.~~strategy

~~We plan to strategically incorporate cybersecurity~~Jocom ~~risk~~Holdings ~~management~~Corp. ~~into~~acknowledges ~~all~~the ~~our~~crucial ~~comprehensive~~necessity ~~risk~~of ~~management~~establishing, ~~framework~~executing, ~~fostering~~and asustaining ~~corporate~~strong ~~culture that prioritizes~~ cybersecurity ~~at all~~measures ~~levels. This integration shall be done in stages so as~~ to ~~guarantee that cybersecurity factors are ingrained in~~ secure our ~~decision-making processes~~information ~~throughout the organization~~systems. WeThis ~~plan~~is toundertaken ~~incorporate a risk management team~~ to ~~collaborate~~uphold ~~closely with~~ the ITconfidentiality, ~~department~~integrity, ~~consistently assessing~~ and ~~mitigating~~accessibility ~~cybersecurity~~of ~~risks in alignment with~~ our ~~business goals and operational requirements~~data.

We plan ~~recognize~~to ~~the~~strategically ~~intricate~~incorporate ~~and~~cybersecurity ~~ever-changing~~risk ~~nature of~~management ~~cybersecurity~~into ~~threats.~~all Toour ~~address~~comprehensive ~~this,~~risk wemanagement ~~shall~~framework, ~~collaborate~~fostering ~~with~~a ~~external~~corporate culture ~~experts,~~that ~~including~~prioritizes cybersecurity ~~assessors,~~at ~~consultants, and~~all ~~auditors~~levels. This ~~cooperation~~integration shall ~~involve~~be ~~regular~~done ~~audits,~~in ~~threat~~stages ~~assessments,~~so ~~and~~as ~~consultations~~ to ~~enhance~~guarantee that cybersecurity factors are ingrained in our ~~security~~decision-making ~~measures~~processes throughout the organization. ~~These efforts~~We ~~ensure~~plan ~~that~~to ~~our~~incorporate ~~cybersecurity~~a ~~strategies~~risk ~~adhere~~management team to collaborate ~~industry~~closely ~~best~~with ~~practices~~the IT department, consistently assessing and ~~remain~~mitigating ~~effective~~cybersecurity risks in ~~safeguarding~~alignment with our ~~systems~~business goals and operational requirements.

~~Understanding~~We recognize the ~~potential~~intricate ~~risks~~and ~~associated with third~~ever-~~party~~changing ~~service~~nature ~~providers,~~of wecybersecurity ~~shall~~threats. ~~implemented~~To ~~stringent~~address ~~processes~~this, towe ~~oversee~~shall ~~and~~collaborate ~~manage~~with ~~these~~external ~~concerns. We shall conduct thorough~~experts, ~~security~~including ~~assessments~~cybersecurity ~~before~~assessors, ~~engaging~~consultants, ~~with any third-party provider~~ and ~~maintain ongoing monitoring to ensure compliance with our cybersecurity standards~~auditors. This ~~involves~~cooperation ~~quarterly~~shall ~~assessments~~involve byregular ~~our~~audits, ~~management~~threat assessments, and consultations ~~continuous~~to ~~evaluations~~enhance by our security ~~engineers~~measures. ~~This~~These ~~approach~~efforts ~~is designed~~ensure tothat ~~mitigate~~our ~~the~~cybersecurity ~~risks~~strategies ofadhere ~~data~~to ~~breaches~~industry orbest ~~other~~practices and ~~security~~remain ~~incidents~~effective ~~originating~~in ~~from~~safeguarding ~~third-party~~our ~~sources~~systems.

Understanding the potential risks associated with third-party service providers, we shall implemented stringent processes to oversee and manage these concerns. We ~~have~~shall ~~not~~conduct ~~encountered~~thorough ~~cybersecurity~~security ~~issues~~assessments ~~that~~before engaging with any third-party provider and maintain ongoing monitoring ~~have~~to ~~significantly~~ensure ~~impacted~~compliance with our ~~operational~~cybersecurity ~~performance~~standards. This involves quarterly assessments by our management and continuous evaluations by our security engineers. This approach is designed to mitigate the risks of data breaches or ~~financial~~other ~~status~~security incidents originating from third-party sources.

~~Governance~~We have not encountered cybersecurity issues that have significantly impacted our operational performance or financial status.

The Board of Directors is fully aware of the vital importance of managing cybersecurity risks. To ensure effective governance in handling these risks, the Board shall implement a strong oversight mechanisms. This reflects our understanding of the significant impact these threats can have on operational integrity and stakeholder confidence.Governance

~~Our~~ The Board of Directors is ~~tasked~~fully ~~with~~aware ~~overseeing~~of ~~data privacy and cybersecurity risks. They regularly review~~ the ~~Company’s~~vital ~~cybersecurity~~importance ~~program with management, evaluating the adequacy~~ of ~~controls~~managing ~~and~~cybersecurity ~~security for our information technology systems~~risks. ~~Additionally,~~To ~~they~~ensure ~~assess~~effective ~~the~~governance ~~Company’s response plan~~ in ~~case of~~handling ~~a security breach affecting~~ these ~~systems. Annually~~risks, the Board ofshall ~~Directors~~implement ~~receives~~a ~~updates~~strong onoversight ~~potential~~mechanisms. ~~cybersecurity~~This ~~incidents,~~reflects ~~data privacy,~~our ~~and~~understanding ~~compliance~~of ~~programs,~~the ~~engaging~~significant inimpact ~~active~~these threats ~~discussions~~can ~~with~~have ~~management~~ on ~~cybersecurity~~operational ~~risks~~integrity and stakeholder confidence.

~~ITEM~~Our Board 2of Directors is tasked with overseeing data privacy and cybersecurity risks. ~~PROPERTIES~~They regularly review the Company’s cybersecurity program with management, evaluating the adequacy of controls and security for our information technology systems. Additionally, they assess the Company’s response plan in case of a security breach affecting these systems. Annually, the Board of Directors receives updates on potential cybersecurity incidents, data privacy, and compliance programs, engaging in active discussions with management on cybersecurity risks.

~~Our office is located at Unit No. 11-1, Level 11,~~ITEM ~~Tower 3, Avenue 3, Bangsar South, No~~2. ~~8 Jalan Kerinchi, 59200, Kuala Lumpur, Malaysia.~~PROPERTIES

~~ITEM~~Our office is located at Unit No. 11-1, Level 11, Tower 3, Avenue 3, Bangsar South, No. ~~LEGAL~~8 ~~PROCEEDINGS~~Jalan Kerinchi, 59200, Kuala Lumpur, Malaysia.

~~We know of no materials, active or pending legal proceedings~~ITEM ~~against us, nor are we involved as a plaintiff in any material proceedings or pending litigation~~3. ~~There~~LEGAL ~~are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest averse to us.~~PROCEEDINGS

~~ITEM~~We know 4of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. ~~MINE~~There ~~SAFETY~~are ~~DISCLOSURES~~no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest averse to us.

~~Not applicable~~ITEM 4. MINE SAFETY DISCLOSURES

5Not applicable.

~~PART II~~5

~~ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~PART II

~~Market~~ITEM 5. ~~Information~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~The Company is currently quoted under OTC Markets~~Market under symbol JOCM since July 31, 2024. The Company believes that we do not have an established public trading market, and we cannot assure you that there will be any liquidity for our common stock in the future and such quotation reflect inter-dealer prices, without retail mark up, mark-down or commission and may not necessarily represent actual transactions.Information

Fiscal Year 2024	High Bid		Low Bid
First Quarter	$	-	$	-
Second Quarter	$	-	$	-
Third Quarter	$	1.18	$	1.18
Fourth Quarter	$	1.18	$	1.18

The Company is currently quoted under OTC Markets under symbol JOCM since July 31, 2024. The Company believes that we do not have an established public trading market, and we cannot assure you that there will be any liquidity for our common stock in the future and such quotation reflect inter-dealer prices, without retail mark up, mark-down or commission and may not necessarily represent actual transactions.

Holders

Fiscal Year 2025	High Bid		Low Bid
First Quarter	$	1.18	$	1.18
Second Quarter	$	1.18	$	1.18
Third Quarter	$	1.18	$	1.18
Fourth Quarter	$	1.18	$	1.18

~~As of December 31, 2024, we had 57,680,500 shares of our Common Stock par value, $0.0001 issued and outstanding. There were 67 beneficial owners of our Common Stock.~~Holders

~~Transfer~~As of ~~Agent~~December 31, 2025, we had 65,680,500 shares of our Common Stock par value, $0.0001 issued and ~~Registrar~~outstanding. There were 66 beneficial owners of our Common Stock.

~~The transfer agent for our capital stock is VStock~~ Transfer, Agent ~~LLC, with an address at 18, Lafayette Place, Woodmere, New York 11598~~ and ~~telephone number is +1 (212)828-8436.~~Registrar

~~Penny~~The transfer ~~Stock~~agent ~~Regulations~~for our capital stock is VStock Transfer, LLC, with an address at 18, Lafayette Place, Woodmere, New York 11598 and telephone number is +1 (212)828-8436.

~~The Securities and Exchange Commission has adopted~~Penny ~~regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common~~ Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).Regulations

~~For transactions covered by these rules, the broker-dealer~~The ~~must~~Securities ~~make~~and aExchange ~~special~~Commission ~~suitability~~has ~~determination~~adopted ~~for~~regulations ~~the~~which ~~purchase~~generally ofdefine ~~such~~“penny ~~securities~~stock” ~~and~~to ~~have~~be ~~received~~an ~~the~~equity ~~purchaser’s prior written~~security ~~consent~~that tohas ~~the~~a ~~transaction.~~market ~~Additionally,~~price ~~for~~of ~~any~~less ~~transaction, other~~ than ~~exempt~~$5.00 ~~transactions,~~per ~~involving~~share. aOur ~~penny~~Common ~~stock~~Stock, ~~the~~when ~~rules~~and ~~require the~~if ~~delivery,~~a ~~prior~~trading tomarket ~~the transaction~~develops, ofmay afall ~~risk~~within ~~disclosure document mandated by~~ the ~~Securities and Exchange Commission relating to the~~definition of penny stock ~~market.~~and ~~The~~be ~~broker-dealer~~subject ~~also~~to ~~must~~rules ~~disclose~~that ~~the~~impose ~~commissions~~additional ~~payable~~sales topractice ~~both~~requirements ~~the~~on broker-~~dealer~~dealers ~~and~~who ~~the~~sell ~~registered~~such ~~representative,~~securities ~~current~~to ~~quotations~~persons ~~for~~other ~~the~~than ~~securities~~established ~~and,~~customers ~~if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact~~ and ~~the~~ ~~broker-dealer’s~~accredited ~~presumed~~investors ~~control~~(generally ~~over~~those ~~the~~with ~~market.~~assets ~~Finally, monthly statements must be sent disclosing recent price information for the penny stock held~~ in ~~the~~excess ~~account~~of ~~and information on the limited market in penny stocks. Consequently~~$1,000,000, ~~the~~or ~~“penny stock”~~annual ~~rules~~incomes ~~may~~exceeding ~~restrict~~$200,000 ~~the~~individually, ~~ability~~or of$300,000, ~~broker-dealers~~together towith ~~sell our Common Stock and may affect the ability of investors to sell~~ their ~~Common Stock in the secondary market~~spouse).

InFor transactions ~~addition~~covered toby these rules, the ~~“penny~~broker-dealer ~~stock”~~must ~~rules promulgated~~make bya special suitability determination for the ~~Securities~~purchase of such securities and ~~Exchange~~have ~~Commission,~~received the ~~Financial~~purchaser’s ~~Industry~~prior ~~Regulatory~~written ~~Authority~~consent ~~(“FINRA”)~~to ~~has~~the ~~adopted~~transaction. ~~rules that~~Additionally, ~~require~~for ~~that~~any intransaction, ~~recommending~~other anthan ~~investment~~exempt transactions, toinvolving a ~~customer~~penny stock, athe ~~broker-dealer~~rules ~~must~~require ~~have~~the ~~reasonable~~delivery, ~~grounds~~prior ~~for~~to ~~believing that~~ the ~~investment is~~transaction, ~~suitable~~of ~~for~~a ~~that~~risk ~~customer.~~disclosure ~~Prior~~document tomandated by ~~recommending~~the ~~speculative~~Securities ~~low~~and ~~priced~~Exchange ~~securities~~Commission relating to ~~their~~the ~~non-institutional~~penny ~~customers,~~stock market. The broker-~~dealers~~ dealer also must ~~make~~disclose ~~reasonable~~the ~~efforts~~commissions payable to ~~obtain~~both ~~information~~the ~~about~~broker-dealer and the ~~customer’s~~registered ~~financial status~~representative, ~~tax~~current ~~status,~~quotations ~~investment~~for ~~objectives~~the securities and ~~other~~, ~~information.~~if ~~Under~~the ~~interpretations~~broker-dealer ofis ~~these~~the ~~rules~~sole market-maker, ~~FINRA~~the ~~believes~~broker-dealer ~~that~~must ~~there~~disclose isthis afact ~~high~~and ~~probability~~the ~~that~~broker-dealer’s ~~speculative~~presumed ~~low-priced~~control ~~securities~~over the market. Finally, monthly ~~will~~statements ~~not~~must be ~~suitable~~sent ~~for~~disclosing atrecent ~~least~~price ~~some~~information ~~customers.~~for ~~The~~the ~~FINRA~~penny ~~requirements~~stock ~~make~~held itin ~~more~~the ~~difficult~~account ~~for~~and ~~broker-dealers~~information toon ~~recommend~~the ~~that~~limited ~~their~~market ~~customers~~in ~~buy~~penny ~~our~~stocks. ~~common~~Consequently, the “penny stock,” ~~which~~rules may ~~limit~~restrict the ~~investors’~~ ability of broker-dealers to ~~buy~~sell our Common Stock and may affect the ability of investors to sell ~~our~~their ~~stock~~Common Stock in the secondary market.

~~Dividend~~In addition ~~Policy~~to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors’ ability to buy and sell our stock.

~~Any future determination as to the declaration and~~Dividend payment of dividends on shares of our Common Stock will be made at the discretion of our board of directors out of funds legally available for such purpose. We are under no obligations or restrictions to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our board of directors currently intends to retain all earnings for use in the business for the foreseeable future.Policy

~~Equity~~Any future ~~Compensation~~determination ~~Plan~~as ~~Information~~to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our board of directors out of funds legally available for such purpose. We are under no obligations or restrictions to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our board of directors currently intends to retain all earnings for use in the business for the foreseeable future.

~~Currently,~~Equity Compensation ~~there~~Plan ~~is no equity compensation plan in place.~~Information

~~Unregistered~~Currently, there ~~Sales~~is ofno ~~Equity~~equity ~~Securities~~compensation plan in place.

~~Currently,~~Unregistered Sales ~~there is no unregistered sales~~ of ~~equity securities.~~Equity Securities

6Currently, there is no unregistered sales of equity securities.

~~Purchases of Equity Securities by the Registrant and Affiliated Purchasers~~6

~~We have not repurchased any shares~~ Purchases of ~~our~~Equity ~~common~~Securities ~~stock during~~by the ~~fiscal~~Registrant ~~year~~and ~~ended~~Affiliated ~~December 31, 2024.~~Purchasers

~~ITEM~~We have 6.not ~~SELECTED~~repurchased ~~FINANCIAL~~any ~~DATA~~shares of our common stock during the fiscal year ended December 31, 2025.

~~We are a smaller reporting company as defined by Rule~~ITEM ~~12b-2~~6. ofSELECTED ~~the~~FINANCIAL ~~Securities Exchange Act of 1934 and are not required to provide the information under this item.~~DATA

~~ITEM~~We are 7.a ~~MANAGEMENT’S~~smaller ~~DISCUSSION~~reporting ~~AND~~company ~~ANALYSIS~~as OFdefined ~~FINANCIAL~~by ~~CONDITION~~Rule ~~AND~~12b-2 ~~RESULTS~~of OFthe ~~OPERATIONS~~Securities Exchange Act of 1934 and are not required to provide the information under this item.

~~The following discussion of our financial condition~~ITEM ~~and~~7. ~~results~~MANAGEMENT’S ofDISCUSSION ~~operations~~AND ~~should~~ANALYSIS beOF ~~read~~FINANCIAL inCONDITION ~~conjunction~~AND ~~with~~RESULTS ~~our~~OF ~~audited consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report.~~OPERATIONS

~~Certain statements in this Report constitute forward-looking~~The ~~statements.~~following ~~These~~discussion ~~forward-looking~~of ~~statements include statements, which involve risks and uncertainties, regarding, among other things, (a)~~ our ~~projected~~financial ~~sales,~~condition ~~profitability,~~ and ~~cash~~results ~~flows,~~of ~~(b)~~operations ~~our~~should ~~growth~~be ~~strategy,~~read ~~(c) anticipated trends~~ in ~~our~~conjunction ~~industry,~~with ~~(d)~~ our ~~future~~audited consolidated ~~financing~~financial ~~plans,~~statements and ~~(e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of~~ the ~~words~~notes ~~“may,” “will,”~~to ~~“should,”~~those ~~“anticipate,”~~financial “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~~appearing elsewhere in this ~~filing will in fact occur~~Report. ~~You should not place undue reliance on these forward-looking statements.~~

~~The~~Certain statements in this Report constitute forward-looking statements. ~~speak~~These ~~only~~forward-looking asstatements ofinclude statements, which involve risks ~~the~~and ~~date~~uncertainties, onregarding, ~~which~~among ~~they~~other ~~are~~things, ~~made~~(a) our projected sales, profitability, and cash flows, ~~except~~(b) toour ~~the~~growth ~~extent~~strategy, ~~required~~(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 ~~federal~~use ~~securities~~of ~~laws~~the words “may,” we“will,” ~~undertake~~“should,” no“anticipate,” “estimate,” ~~obligation~~“plan,” to“potential,” ~~update~~“project,” ~~any~~“continuing,” “ongoing,” ~~forward-looking~~“expects,” ~~statements~~“management tobelieves,” ~~reflect~~“we ~~events~~believe,” or“we ~~circumstances~~intend,” ~~after~~or the ~~date~~negative of these words or other variations on ~~which~~these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements ~~are~~contained ~~made~~in orthis tofiling ~~reflect~~will ~~the~~in ~~occurrence of~~fact ~~unanticipated~~occur. ~~events~~You should not place undue reliance on these forward-looking statements.

~~Overview~~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.

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.Overview

~~We currently~~Jocom ~~provide~~Holdings ~~data analytic services, which cover customer behavior and predictive customer analysis, to, at present, one client~~Corp. ~~Our present client~~, a ~~Malaysia~~Nevada ~~company named Jocom Mshopping Sdn Bhd~~Corporation, ~~who~~ is a ~~related~~company ~~party,~~that ~~runs~~operates ~~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~~its ~~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”,~~Company ~~referred~~organized toin ~~herein as “the Software”~~Labuan, ~~which analyzes buying patterns and customer behaviors of consumers of grocery items within~~ Malaysia. WeThe ~~also~~Nevada ~~have an interface that allows users to purchase~~ and, ~~schedule~~Malaysia ~~grocery~~corporations ~~delivery.~~share ~~Our Software is able to integrate on our interface and analyze data from~~ the ~~interface.~~same ~~Amongst~~exact ~~other~~business ~~things, the Software can analyze customer behaviors, predict customers behaviors, and optimize product placement~~plan.

~~Our~~We provide ~~office~~data ~~and~~analytic ~~mailing~~services, ~~address~~which iscover ~~Unit~~customer Nobehavior and predictive customer analysis. ~~11-1,~~Our ~~Level~~inhouse data analytic software 11solution, ~~Tower~~namely 3,“JOCOM ~~Avenue~~AI 3Smart Platform”, ~~Bangsar~~is ~~South,~~developed ~~No.~~by 8our ~~Jalan~~previous ~~Kerinchi~~ CEO, ~~59200~~Mr. Sew, ~~Kuala~~through ~~Lumpur.~~his Wepast ~~lease~~experience ~~our~~in ~~office~~software ~~space~~development ~~monthly~~and atthe afresh ~~cost~~grocery ofindustry. ~~approximately~~JOCOM AI Smart Platform is a RMsubscription 7based web software. Via our wholly owned subsidiary,~~716~~ Jocom Holdings Corp.80, ~~(equal~~we own the rights to ~~approximately~~a $1propriety analytics platform,~~681~~ ~~USD~~“JOCOM AI SMART PLATFORM”, referred to herein as “the Software”, which analyzes buying patterns and customer behaviors of ~~year~~consumers ~~end~~of ~~conversion~~grocery ~~rate)~~items within Malaysia. ~~The~~We ~~office~~also ~~space~~have isan ~~leased~~interface ~~from~~that Msallows users to purchase and schedule grocery delivery. ~~Chua~~Our ~~Hwee~~Software ~~Ping,~~is able to integrate on our ~~Chief~~ ~~Financial~~interface ~~Officer,~~and ~~President~~analyze data from the interface. Amongst other things, ~~Secretary~~the Software can analyze customer behaviors, ~~Treasurer~~predict customers behaviors, and ~~Director~~optimize product placement.

7Mr. 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.

~~Results~~The Board of ~~Operations~~Directors ~~for~~is currently reviewing the ~~year~~business ~~ended~~operations ~~December~~and our new CEO, Dr. Jimmy Loke, will continue to explore the market 31for the JOCOM AI Smart Platform services. However, ~~2024~~the ~~and~~future ~~2023~~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.

~~Revenue~~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.

~~The~~Our office ~~Company~~and ~~generated~~mailing ~~revenue~~address ofis ~~$24,000~~Unit ~~and~~No. ~~$24~~11-1,~~000 for~~ ~~the~~Level ~~year~~11, ~~ended~~Tower ~~December~~3, 31Avenue 3, ~~2024~~Bangsar ~~and~~South, ~~2023~~No. ~~The~~8 ~~revenue~~Jalan ~~was~~Kerinchi, a59200, ~~result~~Kuala ~~of a service fee paid by a client to carry out data analytic services on the Southeast Asian online grocery market via our software solution~~Lumpur.

~~Cost of Revenue and Gross Margin~~7

~~For the year ended December 31, 2024 and 2023, the~~Results ~~Company did not have any cost~~ of ~~revenue.~~Operations ~~The Company generated gross profits of $24,000 and $24,000~~ for the year ended December 31, ~~2024~~ 2025 and ~~2023.~~2024

~~Other Income~~Revenue

~~For~~The Company ~~the~~generated ~~year~~revenue ~~ended~~of ~~December~~$Nil ~~31,~~was ~~2024,~~due to the ~~Company generated~~change ~~other income~~ of ~~$131,674~~directors ~~which~~and ~~$51,301~~directions isof ~~from~~the ~~foreign~~company ~~currency variations~~ and $8024,~~373~~000 isfor ~~from reversal of doubtful debts. For~~ the year ended December 31, ~~2023,~~2025 ~~the~~and ~~Company generated other income of $36,232 from foreign currency variations~~2024.

~~General~~Cost of Revenue and ~~Administrative~~Gross ~~Expenses~~Margin

~~General and administrative expenses for~~ For the year ended December 31, ~~2024~~2025 and ~~2023~~2024, ~~amounted~~the toCompany ~~$87,155~~did not have any cost of revenue. The Company generated gross profits of $Nil and $~~217~~24,~~123~~000 ~~respectively~~for the year ended December 31, 2025 and 2024.

~~Net profit/loss~~ Other Income

~~The net profit for~~ For the year ended December 31, ~~2024 was $68~~2025,~~519~~ asthe ~~compared~~Company togenerated ~~net~~other ~~loss~~income of $~~156~~97,~~891~~378 ~~for~~which ~~the year ended December 31~~$67,987 ~~2023.~~were ~~The decrease in net loss was mainly~~ from ~~the~~waiver ~~reversal of~~given ~~over~~on ~~accruals of operating expenses~~ liability and ~~reversal~~the ofrest ~~provision~~ of ~~doubtful~~foreign ~~debt~~currency variation. ~~Taking~~For ~~into~~ the ~~loss for the~~ year ended December 31, ~~2023~~ 2024, the ~~accumulated loss for the~~ Company ~~has~~generated ~~decreased~~other ~~from~~income of $~~713~~131,~~047~~674 from toforeign ~~$644,528~~currency variations.

~~Liquidity~~ General and ~~Capital~~Administrative ~~Resources~~Expenses

AsGeneral and ofadministrative expenses for the year ended December 31, 2025 and 2024, weamounted ~~had~~to ~~cash~~$937,220 and ~~cash equivalents of~~ $287,~~481~~155 asrespectively. ~~compared~~The tohigh general ~~$134~~and ~~for~~administrative ~~the~~expenses for year ended December 31, ~~2023.~~2025 Wewere ~~expect~~from ~~increased~~cost ~~levels~~related ofto ~~operations~~new ~~going~~management ~~forward~~as ~~will~~well ~~result~~as inrestructuring ~~more~~of ~~significant~~business ~~cash~~and ~~flow~~also impairment of receivables and deposits of USD648,000.

~~We depend substantially on financing activities to~~Net ~~provide~~profit/loss ~~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~~The net ~~Provided~~loss ~~by/Used~~for Inthe ~~Operating~~year ~~Activities~~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.

~~For the year ended December 31, 2024 net cash provided~~Liquidity by operating activities was $2,280 whereas for the year ended December 31, 2023, net cash used in operating activities is $115,318. The cash used in operating activities was mainly for payment of general and ~~administrative~~Capital ~~expenses.~~Resources

~~Cash~~As of ~~Provided~~December ~~by/Used~~31, In2025, ~~Financing~~we ~~Activities~~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.

~~For the year ended December 31, 2024, there is no~~We ~~net~~depend ~~cash~~substantially ~~used~~on ~~in/provided~~financing byactivities ~~financing~~to ~~activity~~provide ~~whereas~~us ~~for~~with the ~~year~~liquidity ~~ended~~and ~~December~~capital ~~31,~~resources ~~2023,~~we ~~net~~need ~~cash~~to ~~provided~~meet byour ~~financing~~working ~~activities~~capital ~~was~~requirements ~~$59,409~~and ~~which~~to ~~$80,500~~make ~~was~~capital ~~proceeds~~investments ~~from~~in ~~sale~~connection ofwith ~~common~~ongoing ~~stock less lease payments at $21,091~~operations.

8Cash Provided by/Used In Operating Activities

~~Cash~~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 ~~Investing~~operating ~~Activity~~activities was mainly for payment of general and administrative expenses.

~~During the year ended December 31, 2024 and 2023,~~Cash ~~there~~Provided ~~is no net cash used in~~by/~~provided~~Used byIn ~~investing~~Financing ~~activity.~~Activities

~~Credit~~For the ~~Facilities~~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.

~~We do not have any credit facilities or other access to bank credit.~~8

~~Critical~~Cash provided ~~Accounting~~by/used ~~Policies~~in ~~and~~Investing ~~Estimates~~Activity

~~Basis~~During the ofyear ~~presentation~~ended December 31, 2025 and 2024, there is no net cash used in/provided by investing activity.

~~The consolidated financial statements for Jocom Holdings~~Credit Corp. and its subsidiaries for the year ended December 31, 2024 is prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of Jocom Holdings Corp. and its wholly owned subsidiaries, Jocom Holdings Corp. Intercompany accounts and transactions have been eliminated on consolidation. The Company has adopted December 31 as its fiscal year end.Facilities

~~Basis~~We do ofnot ~~consolidation~~have any credit facilities or other access to bank credit.

~~The consolidated financial statements include the~~Critical ~~accounts~~Accounting ofPolicies ~~the Company~~ and ~~its subsidiaries. All inter-company accounts and transactions have been eliminated upon consolidation.~~Estimates

~~Use~~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.

~~Management~~We believe ~~uses~~that ~~estimates~~the assumptions, judgments and ~~assumptions~~estimates involved in ~~preparing these~~the ~~financial~~accounting ~~statements~~for inrevenue ~~accordance~~recognition ~~with~~has USthe ~~GAAP~~greatest potential impact on our Consolidated Financial Statements. ~~Those~~These ~~estimates~~areas ~~and~~are ~~assumptions~~key ~~affect~~components ~~the~~of ~~reported~~our ~~amounts~~results of ~~assets~~operations and ~~liabilities,~~are based ~~the~~on ~~disclosure~~complex ofrules ~~contingent~~requiring ~~assets~~us ~~and~~to ~~liabilities~~make injudgments ~~the~~and ~~balance sheets~~estimates, and ~~the~~consequently, ~~reported~~we ~~revenue~~consider ~~and~~these ~~expenses~~to ~~during~~be ~~the~~our ~~year~~critical ~~reported~~accounting policies. ~~Actual~~Historically, ~~results~~our ~~may~~assumptions, ~~differ~~judgments ~~from~~and ~~these~~ estimates relative to our critical accounting policies have not differed materially from actual results.

~~Cash and cash equivalents~~Revenue recognition

~~Cash~~In accordance ~~and~~with ~~cash~~Financial ~~equivalents~~Accounting ~~are~~Standards ~~carried~~Board at(“FASB”) ~~cost~~Accounting ~~and~~Standards Codification (“ASC”) Topic ~~represent~~606, ~~cash~~Revenue onfrom ~~hand~~Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, ~~demand~~which ~~deposits~~includes ~~placed~~(1) identifying the contracts or agreements with ~~banks~~a customer, (2) identifying our performance obligations in the contract or ~~other~~agreement, ~~financial~~(3) ~~institutions~~determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and ~~all~~(5) ~~highly~~recognizing ~~liquid~~revenue ~~investments~~as ~~with~~each anperformance ~~original~~obligation is satisfied. The Company only applies the five-step model to ~~maturity~~contracts ofwhen ~~three~~it ~~months~~is orprobable ~~less~~that asthe ofCompany will collect the ~~purchase~~consideration ~~date~~it ofis ~~such~~entitled ~~investments~~to in exchange for the services it transfers to its clients.

~~Intangible~~Revenue is ~~Asset~~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.

~~The Company follows the guidance according ASC Topic~~Recent ~~350,~~accounting “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.pronouncements

~~Plant~~Refer to ~~and~~Note ~~equipment~~2 in the accompanying consolidated financial statements

~~Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight~~Off-~~line basis over the following expected~~Balance ~~useful~~Sheet ~~lives from the date on which they become fully operational.~~Arrangements

Categories		Estimated useful life
Renovation		2 years

The Company has no off-balance sheet arrangements.

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 operations9

~~Leases~~ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Effective November 1, 2019, the Company adopted the~~We ~~guidance~~are ofa ~~ASC~~smaller ~~842,~~reporting ~~Leases,~~company ~~which~~as ~~requires~~defined anby ~~entity~~Rule ~~to recognize a right~~12b-2 of~~-use~~ ~~asset~~the ~~and~~Securities aExchange ~~lease~~Act ~~liability for virtually all leases. The implementation~~ of ~~ASC~~1934 ~~842~~and ~~did~~are not ~~have~~required ato ~~material~~provide ~~impact on~~ the ~~Company’s consolidated financial statements and did~~information ~~not~~under ~~have~~this ~~a significant impact on our liquidity~~item. ~~The Company adopted ASC 842 using a modified retrospective approach. (see Note 6).~~

~~Revenue~~ITEM 8. ~~recognition~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~In accordance with Financial Accounting Standards~~The ~~Board~~financial ~~(“FASB”)~~statements ~~Accounting~~required ~~Standards~~by ~~Codification~~this ~~(“ASC”)~~item ~~Topic~~are ~~606,~~located ~~Revenue~~in ~~from~~PART ~~Contracts.~~IV ~~ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms~~ of ~~contracts,~~this ~~which~~Annual 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 satisfiedReport. 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~~ITEM ~~received or receivable, net of discounts and taxes applicable to the revenue~~9. ~~The~~CHANGES ~~Company~~IN ~~derives~~AND ~~its~~DISAGREEMENTS ~~revenue~~WITH ~~from~~ACCOUNTANTS ~~provision~~ON ofACCOUNTING ~~technical consultancy~~AND onFINANCIAL ~~solar power system and consultancy on green energy solution.~~DISCLOSURE

9None.

~~Income~~ITEM 9A. ~~taxes~~CONTROLS AND PROCEDURES

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

~~ASC~~We carried ~~740~~out ~~prescribes~~an aevaluation ~~comprehensive~~of ~~model~~the ~~for~~effectiveness ~~how~~of ~~companies should~~the ~~recognize,~~design ~~measure, present,~~ and ~~disclose~~operation inof ~~their~~our ~~financial~~disclosure ~~statements~~controls ~~uncertain~~and ~~tax~~procedures ~~positions~~(as ~~taken~~defined orin ~~expected~~Exchange Act toRules be13a-15(e) ~~taken~~and ~~on a~~15d-15(e)) ~~tax~~as ~~return.~~of ~~Under~~December ~~ASC 740~~31, ~~tax~~2025. ~~positions~~This ~~must~~evaluation ~~initially~~was becarried ~~recognized~~out inunder the ~~financial~~supervision ~~statements~~and ~~when~~with ~~it is more likely than not~~ the participation ~~position~~of ~~will~~our beChief ~~sustained~~Executive ~~upon~~Officer ~~examination~~and byChief ~~the~~Financial ~~tax authorities~~Officer. ~~Such~~Based ~~tax~~upon ~~positions~~that ~~must~~evaluation, ~~initially~~our ~~and~~Chief ~~subsequently~~Executive beOfficer ~~measured~~and asChief Financial ~~the~~Officer ~~largest~~concluded ~~amount~~that, as of ~~tax~~December ~~benefit~~31, ~~that~~2025, ~~has~~our adisclosure ~~greater~~controls ~~than~~and ~~50%~~procedures ~~likelihood~~were ofnot ~~being~~effective ~~realized~~due ~~upon~~to ~~ultimate settlement with~~ the ~~tax~~presence ~~authority~~of material ~~assuming~~weaknesses ~~full~~in ~~knowledge~~internal ofcontrol ~~the~~over ~~position~~financial ~~and relevant facts~~reporting.

~~Going~~A material ~~Concern~~weakness in internal control over financial reporting is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the 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 December 31, 2025, 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.

~~The accompanying financial~~Changes ~~statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments~~ in ~~the~~internal ~~normal~~controls ~~course~~over ~~of business. As reflected in the accompanying~~ financial statements, as of December 31, 2024, the Company suffered an accumulated deficit of $644,528, and having capital deficiency of $68,561. These factors raise substantial doubt about the 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.reporting

~~The Company’s ability to continue as a going~~There ~~concern~~were isno ~~dependent~~changes ~~upon~~in ~~improving~~our ~~its~~internal ~~profitability~~control ~~and~~over ~~the continuing~~ financial ~~support~~reporting ~~from~~during ~~its shareholders. Management believes~~ the ~~existing~~year ~~shareholders~~ended orDecember ~~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~~31, ~~if needed~~2025, ~~will be available or, if available,~~ that ithave ~~will~~materially ~~be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing~~affected, ~~if needed, it may contain undue restrictions~~ ~~on its operations, in the case of debt financing,~~ or ~~cause~~are ~~substantial~~reasonably ~~dilution~~likely ~~for~~to ~~its~~materially ~~stock holders~~affect, inour ~~the~~internal ~~case~~control ofover ~~equity~~financial ~~financing~~reporting.

10ITEM 9B. OTHER INFORMATION

~~Net loss per share~~None.

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the year. Diluted income per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.10

~~Foreign currencies translation~~PART III

~~Transactions denominated in currencies other than~~ITEM ~~the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction~~10. ~~Monetary~~ ~~assets~~DIRECTORS, ~~and~~EXECUTIVE ~~liabilities~~OFFICERS ~~denominated~~AND inCORPORATE 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.GOVERNANCE

~~The reporting currency of the Company is United States~~Our ~~Dollars~~executive ~~(“US$”). The Company~~officer’s ~~subsidiary in Labuan maintains its books~~ and ~~record~~director’s ~~in United States Dollars (“US$”) respectively,~~ and ~~Ringgits~~their ~~Malaysia~~respective ~~(“MYR”)~~ages ~~is functional currency~~ as ~~being the primary currency~~ of the ~~economic~~date ~~environment in~~hereof ~~which~~are ~~the~~as ~~entity operates.~~follows:

In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

NAME	AGE	POSITION
Yu Loke (“Jimmy”)	75	Chief Executive Officer, and Chief Financial Officer
Weng Chan Loke	62	President, Secretary, Treasurer, Managing Director and Director

~~Translation~~Set forth ofbelow ~~amounts~~is ~~from~~a ~~MYR~~brief ~~into~~description ~~US$1~~of ~~has~~the ~~been made~~background atand ~~the~~business ~~following~~experience ~~exchange~~of ~~rates~~our executive officer and director for the ~~respective~~past ~~year:~~five years.

	As of and for the year ended December 31,
	2024		2023
Year-end RM: US$1 exchange rate		4.476		4.589
Year-average RM: US$1 exchange rate		4.563		4.561

Yu Loke (“Jimmy”) – Chief Executive Officer, and Chief Financial Officer

~~Related~~Dr. Jimmy ~~parties~~LOKE is a Fellow member of The Institute of Chartered Accountants in England & Wales and holds a degree of Doctor of Business Administration from University of South Australia.

~~Parties,~~Dr. Loke ~~which~~has ~~can~~over be50 ayears ~~corporation~~of orexperiences ~~individual~~in auditing, ~~are~~ ~~considered~~corporate togovernance, becorporate ~~related~~advisory ifservices, ~~the~~forensic ~~Company~~investigations, ~~has~~marketing & ~~the~~financial ~~ability~~management, ~~directly~~M or& ~~indirectly~~A, toIPO ~~control~~etc. ~~the~~His ~~other~~peak ~~party~~achievement orwas ~~exercise~~overseeing ~~significant influence~~22 ~~over~~public ~~the~~listed ~~other~~companies ~~party~~as inan ~~making~~Independent ~~financial~~Non-Executive Director. ~~and~~Dr. ~~operating~~Loke ~~decisions.~~is ~~Companies~~the ~~are~~Founding ~~also~~President ~~considered~~of tothe beMalaysia ~~related~~Independent ifNon-Executive ~~they~~Director ~~are~~Association. ~~subject to~~Dr ~~common~~Loke ~~control~~is oralso ~~common~~an ~~significant~~adjunct ~~influence~~professor at HELP University Malaysia.

~~Fair~~Weng Chan ~~value~~Loke of– ~~financial~~President, ~~instruments:~~Secretary, Treasurer, Managing Director and Director

~~The~~Weng Chan ~~carrying~~Loke, ~~value~~who ofgraduated with a Bachelors Degree in Accounting and Finance from the ~~Company’s~~University ~~financial~~of Malaysia in 1976, was previously Unit ~~instruments:~~Manager ~~cash~~by Aetna Insurance Malaysia between 1978 and ~~cash~~1990, ~~equivalents~~He started his startup in 1991, ~~accounts~~Hymajor ~~payable~~Auto ~~and~~Parts, ~~accrued~~with ~~liabilities~~2 partners in Kuala Lumpur, ~~and~~Malaysia. ~~amount~~dealing ~~due~~with toimport aand ~~director~~export ~~approximate~~auto atcar ~~their~~air ~~fair values~~conditioning ~~because~~parts, after several years of operation, the ~~short-term~~company ~~nature~~has ofbeen awarded ~~these~~Malaysian ~~financial~~branch ~~instruments~~agent by Denso Japan, It is also authorized by Malaysian Land Rover to be responsible for assembling Land Rover Air Conditioning.

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:11

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.Corporate Governance

~~Recent~~The Company ~~accounting~~promotes ~~pronouncements~~accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.

~~The~~In lieu ~~Company~~of ~~has~~an ~~reviewed~~Audit ~~all~~Committee, ~~recently~~the ~~issued~~Company’s Board of Directors, is responsible for reviewing and making recommendations concerning ~~but~~the ~~not~~selection ~~yet~~of ~~effective~~outside auditors, ~~considers~~reviewing the ~~applicability~~scope, results and ~~impact~~effectiveness of ~~all~~the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors, the Chief Executive Officer and the Chief Financial Officer of the Company review the Company’s internal accounting ~~standards~~controls, ~~updates~~practices ~~(“ASUs”)~~and policies.

~~Management~~Committees ~~periodically~~of ~~reviews~~the ~~new accounting standards that are issued.~~Board

~~Accounting~~Our ~~Standards~~Company ~~Adopted~~currently indoes ~~2024~~not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Directors believes that it is not necessary to have such committees, at this time, because the Director(s) can adequately perform the functions of such committees.

~~Accounting~~Audit ~~Standards~~Committee ~~Update~~Financial ~~2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures:~~Expert

InOur ~~November~~Board ~~2023,~~of ~~the~~Directors ~~FASB~~has ~~issued~~determined ~~ASU~~that ~~2023-07,~~we ~~Segment~~do ~~Reporting~~not ~~(Topic~~have ~~280):~~a ~~Improvements~~board tomember ~~Reportable Segment Disclosures. The new standard provides improvements to reportable segment disclosure requirements through amendments~~ that ~~require~~qualifies ~~disclosure~~as ~~of significant segment expenses and other segment items on~~ an ~~interim~~“audit ~~and~~committee ~~annual~~financial ~~basis and requires all annual disclosures about a reportable segment’s~~expert” ~~profit~~as ordefined ~~loss~~in ~~and~~Item ~~assets~~407(D)(5) toof beRegulation ~~made~~S-K, onnor ando ~~interim~~we ~~basis.~~have ~~The~~a ~~standard~~Board ~~also~~member ~~requires~~that ~~the~~qualifies ~~disclosure~~as ~~of the chief operating decision maker’s (~~“~~CODM~~independent”) ~~title~~as ~~and position and an explanation of how~~ the ~~CODM~~term is ~~uses~~used ~~the~~in ~~reported~~Item ~~measure~~7(sd)(3)(iv)(B) of ~~segment~~Schedule ~~profit~~14A orunder ~~loss in assessing segment performance and deciding how to allocate resources. The standard also clarifies that if~~ the ~~CODM~~Securities ~~uses~~Exchange ~~more~~Act ~~than~~of ~~one measure~~1934, inas ~~assessing~~amended, ~~segment performance~~ and ~~deciding~~as ~~how~~defined toby ~~allocate~~Rule ~~resources,~~ 4200(a ~~company may report the additional segment profit or loss measure~~)(s14) ~~and that companies with a single reportable segment must provide all disclosures required by this amendment. The ASU~~ isof effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The standard should be applied retrospectively to all prior periods presented in the ~~financial~~FINRA ~~statements~~Rules.

~~During~~We ~~the~~believe ~~fourth~~that ~~quarter~~our Director(s) are capable of ~~2024,~~analyzing weand ~~adopted~~evaluating ~~ASU~~our ~~2023-07~~financial statements and ~~enhanced~~understanding internal controls and procedures for financial reporting. The Director(s) of our ~~segment~~Company ~~disclosures~~does innot ~~line~~believe ~~with~~that it is necessary to have an audit committee because management believes that the ~~new~~Board ~~guidance~~of Directors can adequately perform the functions of an audit committee. ~~The~~In ~~adoption~~addition, ~~had~~we believe that noretaining ~~effect~~an onindependent ~~our~~Director ~~consolidated~~who would qualify as an “audit committee financial ~~statements~~expert” would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.

~~Accounting~~Involvement ~~Standards~~in ~~not~~Certain ~~yet~~Legal ~~Adopted~~Proceedings

~~Accounting~~Our ~~Standards~~Directors ~~Update~~and ~~2023-09,~~our ~~Income~~Executive ~~Taxes~~officers ~~(Topic~~have ~~740):~~not ~~Improvements~~been toinvolved ~~Income~~in ~~Tax~~any ~~Disclosures~~of the following events during the past ten years:

~~In December~~1. ~~2023,~~bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the ~~FASB~~time ~~issued~~of ~~ASU~~the ~~2023-09~~bankruptcy ~~“Income~~or ~~Taxes~~within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (~~Topic~~excluding ~~740~~traffic violations and other minor offenses):; ~~Improvements~~3. being subject to ~~Income~~any ~~Tax~~order, ~~Disclosures”~~judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or 4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to ~~expand~~have violated a federal or state securities or commodities law, and the ~~disclosure~~ ~~requirements~~judgment ~~for~~has ~~income~~not ~~taxes~~been reversed, ~~specifically~~suspended, ~~related~~or tovacated. 5. Such person was found by a court of competent jurisdiction in a civil action or by the ~~rate~~Commission ~~reconciliation~~to have violated any Federal or State securities law, and ~~income~~the ~~taxes~~judgment ~~paid.~~in ~~The~~such ~~ASU~~civil ~~2023-09~~action isor ~~effective for~~finding ~~annual~~by ~~reporting~~the ~~periods~~Commission ~~beginning~~has ~~after~~not ~~December~~been 15subsequently reversed, ~~2024~~suspended, or vacated; 6. ~~Early~~Such ~~adoption~~person iswas ~~permitted.~~found ~~The~~by ~~Company~~a iscourt ~~currently~~of ~~evaluating~~competent jurisdiction in a civil action or by the ~~impact~~ ofCommodity ~~this~~Futures ~~ASU~~Trading ~~may~~Commission to have onviolated ~~its~~any ~~unaudited~~Federal ~~condensed~~commodities ~~consolidated~~law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; 7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial ~~statements~~institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist ~~related~~order, ~~disclosures~~or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~The~~Independence ~~Company~~of ~~does not expect that any other recently issued accounting pronouncements will have a significant effect on its condensed consolidated financial statements.~~Directors

11We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.

~~Accounting~~Code ~~Standards Update 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation~~ of ~~Income Statement Expenses:~~Ethics

InWe ~~November~~have ~~2024,~~not ~~the~~adopted ~~FASB~~a ~~issued~~formal ~~ASU~~Code ~~2024-03, Disaggregation~~ of ~~Income Statement Expenses~~Ethics. The ~~new~~Board ~~standard~~of ~~requires~~Directors ~~entities~~evaluated tothe ~~disclose additional~~business ~~information~~of ~~about~~the ~~certain~~Company ~~expenses,~~and ~~such~~the asnumber ~~purchases~~ of ~~inventory,~~employees ~~employee compensation, depreciation, intangible asset~~and ~~amortization,~~determined asthat ~~well~~since ~~as selling expenses included in commonly presented expense captions on~~ the ~~income~~business ~~statement.~~is ~~The~~operated ~~FASB~~by ~~further~~a ~~clarified the~~small ~~effective~~number ~~date~~of inpersons, ~~January~~general ~~2025~~rules ~~with the issuance~~ of ~~ASU~~fiduciary ~~2025-01,~~duty ~~Income~~and ~~Statement~~federal –and ~~Reporting~~state ~~Comprehensive Income –~~criminal, ~~Expense~~business ~~Disaggregation~~conduct ~~Disclosures~~and ~~(Subtopic~~securities ~~220-40):~~laws ~~Clarifying~~are ~~the~~adequate ~~Effective~~ethical ~~Date~~guidelines. ~~The~~In ~~ASU~~the isevent ~~effective~~our ~~for fiscal years beginning after December 15~~operations, ~~2026,~~employees and/or ~~interim~~Directors ~~periods~~expand in ~~beginning~~the ~~after December 15~~future, ~~2027.~~we ~~Companies~~may ~~have~~take ~~the~~actions ~~option~~ to ~~apply~~adopt ~~this guidance either on~~ a ~~retrospective~~formal orCode ~~prospective~~of ~~basis, and early adoption is permitted~~Ethics.

~~The Company is currently evaluating this~~Shareholder ~~guidance to determine the impact it may have on its consolidated financial statements and related disclosures.~~Proposals

~~Off-Balance~~Our Company ~~Sheet~~does ~~Arrangements~~not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

~~The~~A shareholder ~~Company~~who ~~has~~wishes noto ~~off-balance~~communicate ~~sheet~~with ~~arrangements~~our Board of Directors may do so by directing a written request addressed to our Chief Executive Officer and Director, Sew Wen Chean, at the address appearing on the first page of this Information Statement.

~~ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~12

~~We are a smaller reporting company as defined by Rule~~ITEM ~~12b-2~~11. ofEXECUTIVE ~~the Securities Exchange Act of 1934 and are not required to provide the information under this item.~~COMPENSATION

~~ITEM~~The following 8.table ~~FINANCIAL~~sets ~~STATEMENTS~~forth ~~AND~~information ~~SUPPLEMENTARY~~concerning ~~DATA~~the compensation of our Chief Executive Officer, and the executive officers who served at the end of the year December 31, 2024, for services rendered in all capacities to us.

~~The financial statements required by this item are~~Summary ~~located~~Compensation ~~in PART IV of this Annual Report.~~Table:

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Yu Loke		2025		55,509.68		-		-		-		-		-		-		55,509.68
(Chief Executive Officer, and Chief Financial Officer)		2024		-		-		-		-		-		-		-		-
Weng Chan Loke		2025		-		-		-		-		-		-		2,954		2,954
(President, Secretary, Treasurer, Managing Director and Director)		2024		-		-		-		-		-		-		-		-

~~None.~~Narrative Disclosure to Summary Compensation Table

~~ITEM~~There are 9Ano arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. ~~CONTROLS~~Our ~~AND~~directors and ~~PROCEDURES~~executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

~~Disclosures~~Stock Option ~~Control and Procedures~~Grants

We ~~carried out an evaluation of the effectiveness~~ ofhave ~~the~~not ~~design~~granted ~~and~~any ~~operation~~stock ofoptions ~~our~~to disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2024. This evaluation was carried out under the supervision and with the participation of our ~~Chief~~executive ~~Executive~~officers ~~Officer~~since ~~and~~ our ~~Chief Financial Officer~~incorporation. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

~~A material weakness in internal control over financial~~Employment reporting is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the 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 December 31, 2024, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.Agreements

~~Changes~~We do innot ~~internal~~have ~~controls~~an ~~over~~employment ~~financial~~or ~~reporting~~consulting agreement with any officers or Directors.

~~There were no changes in our internal control over~~Compensation ~~financial~~Discussion ~~reporting~~and ~~during the year ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.~~Analysis

~~ITEM 9B. OTHER INFORMATION~~Director Compensation

~~None~~Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

12Executive Compensation Philosophy

~~PART~~Our Board ~~III~~of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

~~ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~Incentive Bonus

~~Our~~The Board of Directors may grant incentive bonuses to our executive officer’s and/or ~~director~~future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and ~~their~~the ~~respective~~amount ~~ages~~of asrevenue we are able to generate each month, which revenue is a direct result of the ~~date~~actions ~~hereof~~and ~~are~~ability of assuch ~~follows:~~executives.

NAME	AGE	POSITION
Sew Wen Chean (“Joshua”)	44	Chief Executive Officer, Director
Chua Hwee Ping (“Agnes”)	50	Chief Financial Officer, President, Secretary, Treasurer, Director

Long-term, Stock Based Compensation

~~Set~~In order ~~forth~~to ~~below~~attract, isretain aand ~~brief description~~motivate ofexecutive talent necessary to support the ~~background~~Company’s ~~and~~long-term business ~~experience~~strategy ofwe may award our executive ~~officer~~ and ~~director~~any ~~for~~future executives with long-term, stock-based compensation in the ~~past~~future, ~~five~~at ~~years~~the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.

~~Sew Wen Chean (“Joshua”) – Chief Executive Officer, Director~~13

MrITEM 12. ~~Sew~~SECURITY ~~graduated~~OWNERSHIP ~~from~~OF ~~Monash~~CERTAIN ~~University~~BENEFICIAL inOWNERS ~~2004~~AND ~~with a~~MANAGEMENT ~~degree~~AND inRELATED ~~Computer~~STOCKHOLDER ~~Science.~~MATTERS

~~Mr.~~As of ~~Sew~~December ~~has~~31, ~~more~~2025, ~~than 10 years experiences in~~ the IT ~~industry~~Company ~~since~~has ~~2002 when he first joined a US-based NexusOnDemand.com as programmer. In 2004~~65,680,500 heshares ~~was appointed as regional sales director (Asia Pacific)~~ of ~~Nexus~~common ~~Software~~stock ~~Solutions~~issued ~~Sdn~~and ~~Bhd (Nexus Digital Signs)~~outstanding, awhich ~~full~~number ~~turnkey~~of ~~solutions~~issued ~~provider~~and ~~specializing in digital signage~~outstanding ~~software~~shares ~~and~~of ~~hardware~~common ~~development.~~stock Hehave ~~served~~been inused throughout this ~~role until 2009~~report.

~~During~~The following ~~his~~table ~~tenure~~sets ~~with NexusOnDemand.com~~forth, ~~Mr.~~as ~~Sew completed~~of ~~projects~~December ~~for~~31, ~~reputable~~2025, ~~clients~~certain ~~including~~information ~~Low~~with ~~Yat~~regard ~~group,~~to ~~Bank~~the ~~Negara~~record ~~Malaysia~~and ~~UEM~~beneficial ~~Berhad,~~ownership ~~The~~of ~~Star,~~the ~~Subang~~Company’s common ~~Terminal~~stock ~~Skypark~~by ~~and Shanghai~~(i) ~~CISCO~~each ~~Customer~~person ~~Service~~known ~~Centre~~to inthe ~~China.~~Company Heto ~~gained~~be ~~extensive~~the ~~experience~~record inor ~~the~~beneficial ~~Asia~~owner ~~Pacific~~of ~~region~~more ~~working~~than ~~with~~5% ~~various~~of ~~system~~the Company’s common ~~integrators~~stock, ~~consultants~~(ii) ~~and~~each ~~partners~~director toof ~~complete~~the ~~large~~Company, ~~scale~~(iii) ~~projects~~each ~~involving~~of ~~supply,~~the ~~installation~~named ~~integration~~executive officers, ~~commissioning~~and (iv) all executive officers and ~~testing~~ directors of the ~~digital~~Company ~~signage~~as ~~solutions.~~a group:

Along with his professional career in the IT industry, Mr. Sew acquired the capability to design and architect customized hardware and software as well as development of full turnkey solutions.

Name and Address of

Beneficial Owner

Shares of Common Stock Beneficially Owned

Common Stock Voting Percentage Beneficially Owned

Total Voting Percentage Beneficially Owned

Executive Officers and Directors

Nil

5% or greater shareholders (excluding officers/directors)

Chu Hon Pong

54,000,000

82.22

InBeneficial ownership ~~2011,~~has been determined in ~~view~~accordance ofwith Rule 13d-3 under the ~~potential~~Exchange ~~growth~~Act. ~~prospect~~Under this rule, certain shares may be deemed to ofbe ~~e-commerce~~beneficially ~~and~~owned ~~mobile~~by ~~commerce~~more than one person (if, ~~and~~for example, persons share the ~~confidence~~power to ~~build~~vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a ~~fully~~person ~~integrated~~if ~~complete~~the ~~solution~~person ~~for~~has ~~online~~the ~~and~~right ~~mobile~~to ~~commerce~~acquire shares (for example, heupon ~~made~~exercise ~~several~~of ~~e-grocery~~an ~~solutions~~option ~~that~~or ~~provide~~warrant) ~~middle-integrated~~within ~~software~~60 todays ~~sellers~~of ~~that~~the ~~allow~~date ~~them~~as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to ~~conduct~~include ~~e-commerce~~the ~~operations~~amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect ~~ASEAN~~the person’s actual voting power at any particular date.

Mr. Sew has extensive knowledge in e-Commerce and logistics as he currently holds the position of Chairman of the Malaysia Digital Chamber of Commerce (MDCC) and he was previously President until the end of his term in September 2018. Mr. Sew has Fintech experience and also various technology implementation in the industry.

(1)	Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of the date of this table. In determining the percent of common stock owned by a person or entity as of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on as of the date of this Annual Report (57,680,500 shares), and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.

(2)	Based on the total issued and outstanding shares of 57,680,500 as of the date of this Annual Report.

~~Chua Hwee Ping (“Agnes”) – Chief Financial Officer, President, Secretary, Treasurer, Director~~14

MsITEM 13. ~~Chua~~CERTAIN ~~has~~RELATIONSHIPS ~~been~~AND ~~actively involved~~RELATED inTRANSACTIONS, ~~the~~DIRECTOR business and capital market industry for the past 20 years and has acquired skills in creating effective business models to continuously adapt to changes in business and industrial environments as well as evolving market needs.INDEPENDENCE

~~Ms. Chua received certification~~On byJanuary ~~the~~8, ~~Association~~2021 ~~of the Chartered Certified Accountants in 2003~~Ms. ~~She~~Chua ~~holds~~Hwee ~~several~~Ping ~~positions~~was inappointed ~~business~~President, ~~associations including Vice Chairlady of Ladies Entrepreneur Bureau of Asean Retail-Chains and Franchise Federation~~Secretary, ~~Vice~~Treasurer ~~Chairlady of Women in Logistics~~ and ~~Transportation (WILAT),~~Director ~~a member~~ of ~~National~~the ~~Association of Women Entrepreneur Association (MCWEA) and advisory roles in various business organizations~~Company.

~~Ms.~~On January ~~Chua~~8, ~~started~~2021, ~~her~~the ~~career as~~Company anissued ~~investment~~100,000 ~~officer~~shares ~~for~~of ~~Megaton~~restricted ~~Holdings~~common ~~Sdn~~stock, ~~Bhd~~with ~~from~~a ~~2003~~par tovalue ~~2005~~of $0.0001 Inper ~~2007~~share, ~~she~~to ~~joined~~Ms. ~~Eurway~~Chua ~~Sdn~~in consideration ~~Bhd~~of as$10. ~~its~~The ~~CFO~~$10 ~~and~~in ~~subsequently she~~proceeds ~~was~~went ~~appointed~~to asthe ~~managing~~Company ~~director~~to ~~for~~be ~~Noah~~used ~~Communication~~as ~~Sdn~~working ~~Bhd~~capital. ~~in 2008~~Ms. ~~She~~Chua ~~was~~currently ~~also~~serves ~~appointed~~as aour ~~senior~~Chief ~~dealer representative of~~Financial ~~Hong~~Officer, ~~Leong~~President, ~~Group~~Secretary, ~~Securities~~Treasurer ~~Sdn Bhd in 2007 when she expanded her knowledge on securities~~ and ~~its~~as ~~related~~member ~~regulations.~~of ~~Between~~our ~~2010~~Board ~~and 2013, she was the CFO~~ of ~~1 Media Medium Sdn Bhd~~Directors.

13On April 15, 2021, we, “the Company” acquired 100% of the equity interests of Jocom Holdings Corp. (herein referred to as the “Malaysia Company”), a private limited company incorporated in Labuan, Malaysia. Prior to the acquisition of the Malaysia Company, it was solely controlled by Ms. Chua Hwee Ping. In consideration of the equity interests of Jocom Holdings Corp., Ms. Chua Hwee Ping was compensated $100 USD.

~~Corporate~~Between the ~~Governance~~period of January 8, 2021 to June 1, 2021, the Company sold shares of common stock to 6 foreign parties, all of which do not reside in the United States. A total of 53,900,000 shares of restricted common stock were sold at a price of $0.0001 per share. The total proceeds to the Company amounted to a total of $5,400 went to the Company to be used as working capital.

~~The Company promotes accountability for adherence~~Between tothe ~~honest~~period ~~and~~of ~~ethical~~June ~~conduct;~~20, ~~endeavors~~2021 to ~~provide~~July ~~full~~21, ~~fair~~2021, ~~accurate,~~the ~~timely~~Company ~~and~~issued ~~understandable~~2,300,000 ~~disclosure~~shares inof ~~reports~~restricted ~~and~~common ~~documents that~~stock ~~the~~to ~~Company~~23 ~~files~~foreign ~~with~~parties, ~~the~~all of ~~Securities~~which ~~and~~do ~~Exchange~~not ~~Commission~~reside ~~(the “SEC”) and~~ in ~~other public communications made by~~ the ~~Company;~~United ~~and~~States. ~~strives~~A tototal beof ~~compliant with applicable governmental laws~~2,300,000 ~~rules~~shares ~~and~~of ~~regulations.~~restricted ~~The~~common ~~Company~~stock ~~has~~were ~~not~~sold ~~formally~~at ~~adopted~~ a ~~written~~price ~~code~~ of ~~business~~$0.10 ~~conduct~~per share. ~~and~~The ~~ethics~~total ~~that~~proceeds ~~governs~~to the Company’s ~~employees,~~amounted ~~officers~~to ~~and~~a ~~Directors~~total asof $230,000 went to the Company isto ~~not required~~be toused doas soworking capital.

~~In lieu of an Audit Committee, the Company’s~~It ~~Board~~should ofbe ~~Directors,~~noted isthat ~~responsible~~out ~~for reviewing and making recommendations concerning the selection~~ of ~~outside~~these ~~auditors,~~23 ~~reviewing~~foreign ~~the scope~~parties, ~~results~~4 ~~and~~individuals ~~effectiveness~~namely ofSew ~~the~~Wen ~~annual~~Farn, ~~audit~~Sew ofWen ~~the~~Kuan, ~~Company’s~~Sew ~~financial~~Wen ~~statements~~Tak and ~~other~~Sew ~~services~~Wen ~~provided~~Ya ~~by the Company’s~~are ~~independent~~siblings ~~public accountants. The Board~~ of ~~Directors,~~our ~~the~~ Chief Executive Officer and ~~the Chief Financial Officer of the Company review the Company’s internal accounting controls~~Director, ~~practices~~Mr. ~~and~~Sew ~~policies~~Wen Chean.

~~Committees~~Between the period of July 25, 2021 to September 10, 2021, the ~~Board~~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.

~~Our Company currently does not have nominating, compensation,~~It orshould ~~audit~~be ~~committees~~noted orthat ~~committees~~out ~~performing~~of ~~similar~~these ~~functions~~26 ~~nor~~foreign ~~does our Company have a written nominating~~parties, ~~compensation~~1 orindividual ~~audit~~namely ~~committee charter.~~Sew ~~Our~~Wen ~~Directors~~Kuan ~~believes that it~~ is ~~not~~sibling ~~necessary~~of toour ~~have~~Chief ~~such~~Executive ~~committees,~~Officer ~~at this time~~and Director, ~~because~~Mr. ~~the~~Sew ~~Director(s)~~Wen ~~can adequately perform the functions of such committees~~Chean.

~~Audit~~On December ~~Committee~~30, 2021 Ms. Chua Hwee Ping was appointed Chief Financial ~~Expert~~Officer of the Company.

~~Our Board of Directors has determined that we do not~~On ~~have~~December ~~a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K~~30, ~~nor~~ do2021 weMr. ~~have~~Sew aWen ~~Board~~Chean ~~member~~was ~~that~~appointed ~~qualifies~~Chief asExecutive ~~“independent”~~Officer ~~as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended,~~ and asDirector ~~defined by Rule 4200(a)(14)~~ of the ~~FINRA Rules~~Company.

WeAs of ~~believe~~December ~~that~~31, ~~our~~2022, ~~Director(s)~~expenses ~~are capable~~ of ~~analyzing and~~$9,270 ~~evaluating~~were ~~our~~paid ~~financial statements and understanding internal controls and procedures~~ for ~~financial~~by ~~reporting. The Director(s) of~~ our ~~Company~~directors, ~~does~~Ms. ~~not~~Chua ~~believe~~Hwee ~~that~~Ping itand isMr. ~~necessary~~Sew toWen ~~have~~Chean. anAs ~~audit committee because management believes that the Board~~ of ~~Directors~~December ~~can~~31, ~~adequately~~2021, ~~perform~~a ~~the~~deposit ~~functions~~ of an$579 ~~audit~~was ~~committee.~~made Inby ~~addition~~our director, weMs. ~~believe~~Chua ~~that~~Hwee ~~retaining~~Ping, anfor ~~independent~~opening ~~Director~~a ~~who~~Company ~~would~~bank ~~qualify as~~account. anThe ~~“audit~~amounts ~~committee~~are ~~financial expert” would be overly costly and burdensome and is not warranted in our circumstances given~~unsecured, ~~the~~interest-free ~~stage of our development~~ and ~~the~~repayable ~~fact~~on ~~that we have not generated any positive cash flows from operations to date~~demand.

~~Involvement~~Our office inand ~~Certain~~mailing ~~Legal~~address ~~Proceedings~~is Unit No. 11-1, Level 11, Tower 3, Avenue 3, Bangsar South, No. 8 Jalan Kerinchi, 59200, Kuala Lumpur. We lease our office space monthly at a cost of approximately RM 7,716.80 (equal to approximately $1,681 USD as of year end rate). The office space is leased from Ms. Chua Hwee Ping, our Chief Financial Officer, President, Secretary, Treasurer and Director.

~~Our~~Review, Approval ~~Directors~~ and ~~our~~Ratification ~~Executive officers have not been involved in any~~ of ~~the~~Related ~~following~~Party ~~events during the past ten years:~~Transactions

1.Given our ~~bankruptcy~~small ~~petition~~size filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and ~~other~~limited ~~minor~~financial ~~offenses); 3. being subject to any order~~resources, ~~judgment,~~we orhave ~~decree,~~ not ~~subsequently~~adopted ~~reversed,~~formal ~~suspended~~policies orand ~~vacated,~~procedures offor ~~any~~the ~~court of competent jurisdiction~~review, ~~permanently~~approval or ~~temporarily~~ratification of ~~enjoining~~transactions, ~~barring,~~such ~~suspending~~as orthose ~~otherwise~~described ~~limiting his/her involvement in any type of business~~above, ~~securities~~with orour ~~banking~~executive ~~activities; or 4. being found by a court of competent jurisdiction~~ officer(~~in a civil action~~s), ~~the~~Director(s) ~~Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law,~~ and ~~the~~significant ~~judgment has not been reversed, suspended, or vacated~~stockholders. 5.We ~~Such~~intend ~~person was found by a court of competent jurisdiction in a civil action or by the Commission~~ to establish ~~have~~formal ~~violated~~policies ~~any Federal or State securities law,~~ and ~~the~~procedures ~~judgment~~ in ~~such civil action or finding by~~ the ~~Commission has not been subsequently reversed~~future, ~~suspended,~~once orwe ~~vacated;~~have 6.sufficient ~~Such~~resources ~~person~~and ~~was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to~~ have ~~violated~~appointed ~~any~~additional ~~Federal commodities law~~Directors, ~~and~~so that ~~the judgment in~~ such ~~civil~~transactions ~~action~~will orbe ~~finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; 7. Such person was the~~ subject ~~of, or a party~~ to, ~~any~~the ~~Federal or State judicial or administrative order~~review, ~~judgment,~~approval ~~decree,~~ or ~~finding,~~ratification ~~not subsequently reversed, suspended or vacated, relating to an alleged violation~~ of~~:(i)~~ ~~Any~~our ~~Federal~~Board or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of ~~disgorgement or restitution~~Directors, ~~civil money penalty~~ or ~~temporary~~an orappropriate ~~permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 8~~committee thereof. ~~Such~~On ~~person was the subject of, or~~ a ~~party~~moving ~~to,~~forward ~~any sanction or order~~basis, ~~not~~our ~~subsequently~~directors ~~reversed,~~will ~~suspended~~continue orto ~~vacated,~~approve of any ~~self-regulatory~~related ~~organization~~party ~~(as defined in Section 3(a)(26) of the Exchange Act (15 U~~transaction.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~Independence of Directors~~15

~~We are not required to have independent members of~~ITEM ~~our~~14. ~~Board~~PRINCIPAL ofACCOUNTING ~~Directors,~~FEES ~~and~~AND ~~do not anticipate having independent Directors until such time as we are required to do so.~~SERVICES

~~Code~~Below is the aggregate amount of ~~Ethics~~fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.

We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.

	For the Year Ended December 31, 2025		For the Year Ended December 31, 2024
Audit fees	$	24,500	$	24,819
Audit-related fees		-		-
Tax fees		2,720		2,939
All other fees		-		-
Total	$	44,445	$	24,343

~~Shareholder~~The category ~~Proposals~~of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents.

~~Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors.~~ The ~~Board of Directors believes that, given the~~ ~~stage~~category of ~~our~~“Audit-related ~~development,~~fees” aincludes ~~specific~~employee ~~nominating~~benefit ~~policy~~plan would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidatesaudits, ~~whether~~internal ~~submitted~~control byreviews ~~management or shareholders,~~ and ~~make~~accounting ~~recommendations for election or appointment~~consultation.

AAll of ~~shareholder~~the ~~who~~professional ~~wishes~~services torendered ~~communicate~~by ~~with~~principal ~~our~~accountants ~~Board of~~for ~~Directors~~the ~~may~~audit doof soour byannual ~~directing~~financial astatements ~~written~~that ~~request~~are ~~addressed~~normally toprovided by ~~our~~the ~~Chief~~accountant ~~Executive~~in ~~Officer~~connection with statutory and ~~Director,~~regulatory ~~Sew~~filings ~~Wen~~or ~~Chean,~~engagements atfor ~~the~~last ~~address appearing~~two onfiscal ~~the~~years ~~first~~were ~~page~~approved ofby ~~this~~our ~~Information~~board of ~~Statement~~directors.

1416

~~ITEM 11. EXECUTIVE COMPENSATION~~PART IV

~~The following table sets forth information concerning~~ITEM ~~the~~15. ~~compensation~~EXHIBITS ofAND ~~our~~FINANCIAL ~~Chief~~STATEMENT ~~Executive Officer, and the executive officers who served at the end of the year December 31, 2024, for services rendered in all capacities to us.~~SCHEDULES

~~Summary~~(a) Financial ~~Compensation Table:~~Statements

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Sew Wen Chean	2024	-	-	-	-	-	-	-	-
(Chief Executive Officer, Director)	2023	-	-	-	-	-	-	-	-
Chua Hwee Ping	2024	-	-	-	-	-	-	-	-
(Chief Financial Officer, President, Secretary, Treasurer, Director)	2023	-	-	-	-	-	-	-	-

The following are filed as part of this report:

~~Narrative Disclosure to Summary Compensation Table~~Financial Statements

~~There are no arrangements or plans in which we provide~~The ~~pension,~~following ~~retirement~~financial orstatements ~~similar~~of ~~benefits~~JOCOM ~~for~~HOLDINGS ~~directors or executive officers~~CORP. ~~Our directors~~ and ~~executive~~Report ~~officers may receive stock options at the discretion~~ of ~~our~~Independent ~~board~~Registered ofPublic ~~directors~~Accounting inFirm ~~the~~are ~~future.~~presented We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements in ~~respect of remuneration received or that may be received by our executive officers to compensate such officers in~~ the ~~event of termination of employment (as a result of resignation,~~ ~~retirement,~~“F” ~~change~~pages of ~~control)~~this ~~or a change of responsibilities following a change of control.~~Report:

Stock Option Grants

	Page

Index	F-1

Report of Independent Registered Public Accounting Firm	F-2

Financial Statements

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations and Comprehensive Income/(Loss)	F-4

Consolidated Statements of Changes in Stockholders’ Equity	F-5

Consolidated Statements of Cash Flows	F-6

Notes to Consolidated Financial Statements	F-7 – F-17

~~We have not granted any stock options to our executive~~(b) ~~officers since our incorporation.~~Exhibits

~~Employment~~The following ~~Agreements~~exhibits are filed or “furnished” herewith:

We do not have an employment or consulting agreement with any officers or Directors.

3.1	Articles of Incorporation**

3.2	Bylaws**

31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*

32.1	Section 1350 Certification of principal executive officer*

~~Compensation~~* Filed ~~Discussion and Analysis~~herewith.

~~Director~~** As ~~Compensation~~filed in the Registrant’s Registration Statement on Form S-1 Amendment No.4 (File No. 333-265850) on November 30, 2022.

Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.17

~~Executive Compensation Philosophy~~SIGNATURES

~~Our Board of Directors determines the compensation~~Pursuant ~~given~~ to ~~our~~the ~~executive~~requirements ~~officers in their sole determination. Our Board~~ of ~~Directors reserves~~ the ~~right~~Securities toExchange ~~pay~~Act ~~our executive or any future executives a salary, and/or issue them shares~~ of ~~common stock in consideration for services rendered and/or to award incentive bonuses which are linked to our performance~~1934, ~~as well as to~~ the ~~individual~~registrant executive officer’s performance. This package may also include long-term stock based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has ~~not~~duly ~~granted~~caused ~~any~~this ~~performance~~report ~~base stock options~~ to ~~date,~~be ~~the~~signed ~~Board of~~on ~~Directors reserves the right to grant such options in the future, if the Board in~~ its ~~sole~~behalf ~~determination believes such grants would~~by ~~be in~~ the ~~best~~undersigned, ~~interests~~thereunto ofduly ~~the Company~~authorized.

Incentive Bonus

	JOCOM HOLDINGS CORP.
	(Name of Registrant)

Date: April 15, 2026	By:	*/s/ Weng Chan Loke*
	Title:	President, Secretary, Treasurer, Managing Director

The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.18

~~Long-term,~~INDEX TO ~~Stock~~FINANCIAL ~~Based Compensation~~STATEMENTS

In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.

	Page
Financial Statements

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations and Comprehensive Income/(Loss)	F-4

Consolidated Statements of Changes in Stockholders’ Equity	F-5

Consolidated Statements of Cash Flows	F-6

Notes to Consolidated Financial Statements	F-7 - F-17

15F-1

~~ITEM 12. SECURITY OWNERSHIP~~ REPORT OF ~~CERTAIN~~INDEPENDENT ~~BENEFICIAL~~REGISTERED ~~OWNERS~~PUBLIC ~~AND~~ACCOUNTING ~~MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~FIRM

~~As of December 31, 2024,~~The ~~the~~Board ~~Company has 57,680,500 shares~~ of ~~common~~Directors ~~stock issued~~ and ~~outstanding,~~Stockholders ~~which number~~ of ~~issued and outstanding shares of common stock have been used throughout this report.~~

~~The following table sets~~Jocom ~~forth,~~Holdings as of December 31, 2024, certain information with regard to the record and beneficial ownership of the Company’s common stock by (i) each person known to the Company to be the record or beneficial owner of more than 5% of the Company’s common stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of the Company as a group:Corp.

Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned		Common Stock Voting Percentage Beneficially Owned			Total Voting Percentage Beneficially Owned
Executive Officers and Directors
Nil
5% or greater shareholders (excluding officers/directors)
Worldory Sdn Bhd		38,000,000		65.88	%		65.88	%
SEATech Ventures Corp. Address: 11-05 & 11-06, Tower A Ave 3, Vertical Business Suite, Jalan Kerinchi Bangsar South, 59200 Kuala Lumpur		8,500,000		14.74	%		14.74	%
JTalent Sdn. Bhd.		5,500,000		9.54	%		9.54	%

Unit No. 11-1, Level 11, Tower 3, Avenue 3

~~Beneficial ownership has been determined in accordance~~Bangsar ~~with Rule 13d-3 under the Exchange Act. Under this rule~~South, ~~certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares)~~No. ~~In addition~~8, ~~shares~~Jalan are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.Kerinchi

(1)

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of the date of this table. In determining the percent of common stock owned by a person or entity as of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on as of the date of this Annual Report (57,680,500 shares), and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.

(2)

Based on the total issued and outstanding shares of 57,680,500 as of the date of this Annual Report.

59200 Kuala Lumpur, Malaysia

16Opinion on the Financial Statements

~~ITEM~~We have 13audited the accompanying consolidated balance sheets of Jocom Holdings Corp. ~~CERTAIN~~(the ~~RELATIONSHIPS~~‘Company’) ~~AND~~as ~~RELATED~~of ~~TRANSACTIONS~~December 31, ~~DIRECTOR~~2025 and ~~INDEPENDENCE~~2024, and the related consolidated statements of operations and comprehensive income/(loss), consolidated statements of changes in stockholders’ equity, and consolidated statements of cash flows for the each of the years in the two-year period ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the each of the years in the two-year period ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

OnSubtantial Doubt ~~January~~About 8,the ~~2021~~Entity’s ~~Ms.~~Ability ~~Chua~~to ~~Hwee~~continue ~~Ping~~as ~~was~~a ~~appointed President,~~Going ~~Secretary, Treasurer and Director of the Company.~~Concern

OnThe accompanying ~~January~~financial 8,statements ~~2021,~~have been prepared assuming that the Company ~~issued~~will ~~100,000~~continue ~~shares~~as a going concern. As discussed in Note 2 to the financial statements, as of ~~restricted~~31 ~~common~~December ~~stock~~2025, ~~with~~the aCompany ~~par~~incurred ~~value~~net loss of $~~0.0001~~839,842 ~~per~~for ~~share,~~the toyear ~~Ms.~~and ~~Chua~~suffered inan accumulated ~~consideration~~losses of $101,488,688. The company has a capital deficiency of $10106,240 inand ~~proceeds~~has ~~went~~incurred toa ~~the~~negative cash flow from operating activities of $491,306. These factors raise substantial doubt about the Company’s ability to becontinue ~~used~~ as ~~working~~a ~~capital.~~going Msconcern. ~~Chua~~Management’s ~~currently~~plans ~~serves~~in asregard ~~our~~to ~~Chief~~these matters ~~Financial~~are ~~Officer,~~also ~~President,~~described ~~Secretary,~~in ~~Treasurer~~Note ~~and~~2. ~~as member~~The offinancial ~~our~~statements ~~Board~~do not include any adjustments that might result from the outcome of this ~~Directors~~uncertainty.

~~On April 15, 2021, we, “the Company” acquired~~Basis ~~100%~~for of the equity interests of Jocom Holdings Corp. (herein referred to as the “Malaysia Company”), a private limited company incorporated in Labuan, Malaysia. Prior to the acquisition of the Malaysia Company, it was solely controlled by Ms. Chua Hwee Ping. In consideration of the equity interests of Jocom Holdings Corp., Ms. Chua Hwee Ping was compensated $100 USD.Opinion

~~Between~~These financial statements are the ~~period~~responsibility of ~~January~~the 8,Company’s ~~2021~~management. Our responsibility is to ~~June~~express 1,an ~~2021,~~ opinion on the Company’s financial ~~sold~~statements ~~shares~~based ofon ~~common~~our ~~stock~~audits. toWe 6are ~~foreign~~a ~~parties,~~public ~~all~~accounting offirm ~~which~~registered dowith ~~not~~the ~~reside~~Public inCompany ~~the~~Accounting Oversight Board (United States.) A(“PCAOB”) ~~total~~and ofare ~~53,900,000~~required ~~shares of~~to ~~restricted~~be ~~common~~independent ~~stock~~with ~~were~~respect ~~sold~~to atthe aCompany ~~price~~in ofaccordance ~~$0.0001~~with ~~per~~the ~~share~~U.S. ~~The~~federal securities ~~total~~laws ~~proceeds~~and to the ~~Company~~applicable ~~amounted~~rules toand aregulations ~~total~~ of ~~$5,400 went to~~ the ~~Company~~Securities toand beExchange ~~used~~Commission asand ~~working~~the ~~capital~~PCAOB.

~~Between~~We conducted our audits in accordance with the ~~period~~standards of ~~June~~the ~~20,~~PCAOB. ~~2021~~Those tostandards ~~July~~require ~~21,~~that ~~2021, the~~we ~~Company~~plan ~~issued~~and ~~2,300,000~~perform ~~shares~~the ofaudit ~~restricted~~to ~~common~~obtain reasonable ~~stock~~assurance toabout 23whether ~~foreign~~the ~~parties,~~financial ~~all~~statements are free of ~~which~~material domisstatement, ~~not~~whether ~~reside~~due into ~~the~~error ~~United~~or ~~States~~fraud. The Company Ais ~~total~~not ofrequired 2to have,~~300~~ nor were we engaged to perform,~~000~~ ~~shares~~an audit of ~~restricted~~its ~~common~~internal ~~stock~~control ~~were~~over ~~sold~~financial atreporting. aAs ~~price~~part of ~~$0.10~~our ~~per~~audits we ~~share.~~are ~~The~~required ~~total~~to ~~proceeds~~obtain toan ~~the~~understanding ~~Company~~of ~~amounted to~~internal acontrol ~~total~~over financial reporting but not for the purpose of ~~$230,000~~expressing ~~went~~an toopinion on the effectiveness of the Company’s tointernal becontrol ~~used~~over asfinancial ~~working~~reporting. ~~capital~~Accordingly, we express no such opinion.

ItOur audits ~~should~~included beperforming ~~noted~~procedures ~~that~~to ~~out~~assess the risks of ~~these~~material 23misstatement ~~foreign~~of ~~parties~~the financial statements, whether due to error 4or ~~individuals~~fraud, ~~namely~~and ~~Sew~~performing ~~Wen~~procedures ~~Farn~~that respond to those risks. Such procedures included examining, ~~Sew~~on ~~Wen~~a ~~Kuan~~test basis, ~~Sew~~evidence ~~Wen~~regarding the ~~Tak~~amounts and ~~Sew~~disclosures ~~Wen~~in Yathe ~~are~~financial ~~siblings~~statements. ofOur ~~our~~audits ~~Chief~~also ~~Executive~~included ~~Officer~~evaluating the accounting principles used and ~~Director,~~significant Mrestimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. ~~Sew~~We ~~Wen~~believe ~~Chean~~that our audits provide a reasonable basis for our opinion.

~~Between the period of July 25, 2021 to September 10,~~Critical ~~2021,~~Audit 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.Matters

ItCritical audit ~~should~~matters beare ~~noted~~matters ~~that~~arising ~~out~~from the current period audit of ~~these~~the 26financial ~~foreign~~statements ~~parties,~~that were communicated or required to be 1communicated ~~individual~~to ~~namely~~those ~~Sew~~charged ~~Wen~~with ~~Kuan~~governance isand ~~sibling~~that: of(1) ~~our~~relate ~~Chief~~to ~~Executive~~accounts ~~Officer~~or disclosures that are material to the financial statements and ~~Director~~(2) involved our especially challenging, Mrsubjective, or complex judgements. ~~Sew~~We ~~Wen~~determined ~~Chean~~that there are no critical matters.

On/s/ ~~December~~JP ~~30,~~CENTURION ~~2021~~& ~~Ms.~~PARTNERS ~~Chua~~PLT ~~Hwee~~JP ~~Ping~~CENTURION ~~was~~& ~~appointed~~PARTNERS ~~Chief Financial Officer of the Company.~~PLT

~~On December 30, 2021 Mr. Sew Wen Chean was appointed Chief Executive Officer~~We ~~and~~have ~~Director~~served ofas the Company’s auditor since 2021.

~~As of December 31, 2022, expenses of $9,270 were paid~~Kuala ~~for by our directors~~Lumpur, Ms. Chua Hwee Ping and Mr. Sew Wen Chean. As of December 31, 2021, a deposit of $579 was made by our director, Ms. Chua Hwee Ping, for opening a Company bank account. The amounts are unsecured, interest-free and repayable on demand.Malaysia

~~Our office and mailing address is Unit No. 11-1, Level~~April 1115, Tower 3, Avenue 3, Bangsar South, No. 8 Jalan Kerinchi, 59200, Kuala Lumpur. We lease our office space monthly at a cost of approximately RM 7,716.80 (equal to approximately $1,681 USD as of year end rate). The office space is leased from Ms. Chua Hwee Ping, our Chief Financial Officer, President, Secretary, Treasurer and Director.2026

~~Review, Approval and Ratification of Related Party~~PCAOB ~~Transactions~~ID: 6723

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our directors will continue to approve any related party transaction.F-2

17JOCOM HOLDINGS CORP.

~~ITEM~~CONSOLIDATED BALANCE ~~14. PRINCIPAL ACCOUNTING FEES AND SERVICES~~SHEETS

~~Below is the aggregate amount of fees billed for professional~~AS ~~services~~OF ~~rendered~~DECEMBER by31, ~~our~~2025 ~~principal~~and ~~accountants with respect to our last two fiscal years.~~2024

	For the Year Ended December 31, 2024			For the Year Ended December 31, 2023
Audit fees	$	24,819		$	24,100
Accounting related fees
Current year		30,095			40,441
Over provision		(33,510	)		-
Tax fees		2,939			2,720
All other fees		-			-
Total	$	24,343		$	67,261

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

The category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents.(Audited)

The category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation. There was a reversal of $36,390 being over accruals of accounting fee from July 2023 to September 2024 done in 2024.

	As of December 31, 2025			As of December 31, 2024

ASSETS
NON-CURRENT ASSETS
Intangible asset		-			1
Plant and equipment, net		-			-
Total Non-Current Assets	$	-		$	1

CURRENT ASSETS
Cash and bank balances		11,220			2,481
Deposits and prepayment		4,579			5,790
Other receivable		41			-
Total Current Assets	$	15,840		$	8,271

TOTAL ASSETS	$	15,840		$	8,272

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Other payables and accruals (including $92,487 and $26,464 to related party as of December 31, 2025, and 2024 respectively)		120,700			69,434
Amount due to directors		-			6,019
Income tax payable		1,380			1,380
Leased Liabilities		-			-
TOTAL CURRENT LIABILITIES	$	122,080		$	76,833

TOTAL LIABILITIES	$	122,080		$	76,833

STOCKHOLDERS’ EQUITY
SHAREHOLDER EQUITY
Preferred shares, $0.0001 par value; 200,000,000 shares authorized; None issued and outstanding		-			-
Common Shares, par value $0.0001; 600,000,000 shares authorized, 65,680,500 shares issued and outstanding as of December 31, 2025 as compared to 57,680,500 shares issued and outstanding as of December 31, 2024.		6,568			5,768
Additional paid-in capital		1,369,332			570,132
Subscription receivable		-			-
Exchange translation reserve		6,548			67
Accumulated losses		(1,488,688	)		(644,528	)
TOTAL STOCKHOLDERS’ EQUITY	$	(106,240	)	$	(68,561	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	15,840		$	8,272

~~All of the professional services rendered by principal~~See ~~accountants~~accompanying ~~for~~notes ~~the~~to ~~audit~~consolidated ~~of our annual~~ financial statements ~~that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors~~.

18F-3

~~PART~~JOCOM HOLDINGS IVCORP.

~~ITEM~~CONSOLIDATED STATEMENTS ~~15.~~OF ~~EXHIBITS~~OPERATIONS AND ~~FINANCIAL~~COMPREHENSIVE ~~STATEMENT SCHEDULES~~INCOME/(LOSS)

~~(a)~~FOR YEAR ~~Financial~~ENDED ~~Statements~~DECEMBER 31, 2025 AND 2024

~~The~~(Currency expressed ~~following~~in ~~are~~United ~~filed~~States asDollars ~~part~~(“US$”), ofexcept ~~this~~for ~~report:~~number of shares)

~~Financial Statements~~(Audited)

The following financial statements of JOCOM HOLDINGS CORP. and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this Report:

	December 31, 2025			December 31, 2024

Revenue (Including $Nill0 and $6,000 revenue to related party for the year ended December 31, 2025 and 2024 respectively)	$	-		$	24,000

Gross profit		-			24,000

Other Income		97,378			131,674

Operating expenses:
General and administrative expenses(including $152,549 and $10,500 of general and administrative expenses to related party for the year ended December 31, 2025 and 2024 respectively)		(937,220	)		(87,155	)

(Loss)/Profit before income tax		(839,842	)		68,519

Income tax expense		-			-

Net loss/(profit) from continuing operations	$	(839,842	)	$	68,519

Net loss/(profit) from discontinued operations
Loss from discontinued operations, net of tax		(4,318	)		-

Net (loss)/profit		(844,160	)		68,519
Other comprehensive loss:

- Foreign currency translation gain		6,481			67

Comprehensive (loss)/ profit	$	(837,679	)	$	68,586

Net loss per share - Basic and diluted		-			-

Weighted average number of common shares outstanding - Basic and diluted		64,632,881			57,680,500

	Page
Index	F-1
Report of Independent Registered Public Accounting Firm	F-2
Financial Statements
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations and Comprehensive Loss	F-4
Consolidated Statements of Changes in Stockholders’ Equity	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7 – F-16

See accompanying notes to consolidated financial statements.

~~(b) Exhibits~~F-4

~~The following exhibits are filed or “furnished”~~JOCOM ~~herewith:~~HOLDINGS CORP.

3.1	Articles of Incorporation**
3.2	Bylaws**
31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*
32.1	Section 1350 Certification of principal executive officer*

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

*FOR YEAR ~~Filed~~ENDED ~~herewith.~~DECEMBER 31, 2025 AND 2024

**(Currency expressed ~~As filed~~ in ~~the~~United ~~Registrant’s Registration~~States ~~Statement~~Dollars ~~on Form S-1 Amendment No.4~~ (~~File No. 333-265850~~“US$”), onexcept ~~November~~for ~~30,~~number ~~2022.~~of shares)

19(Audited)

SIGNATURES

	Number of Shares		Amount		Paid-In Capital		Accumulated Losses			Subscription Receivable		Translation Reserve		Total Equity
	Common Stock				Additional							Exchange
	Number of Shares		Amount		Paid-In Capital		Accumulated Losses			Subscription Receivable		Translation Reserve		Total Equity

Balance as of December 31, 2023 (Audited)		57,680,500		5,768		570,132		(713,047	)		-		-		(137,147	)

Exchange Translation Reserve		-		-		-		-			-		67		67

Net profit for the year 2024		-		-		-		68,519			-		-		68,519

Balance as of December 31, 2024 (Audited)		57,680,500		5,768		570,132		(644,528	)		-		67		(68,561	)
Balance		57,680,500		5,768		570,132		(644,528	)		-		67		(68,561	)

Shares issued in the Unregistered Sales of Equity Securities completed on 24 June 2025 at $0.10 per share		7,000,000		700		699,300		-			-		-		700,000

Shares issued in the Unregistered Sales of Equity Securities completed on 26 June 2025 at $0.10 per share		1,000,000		100		99,900		-			-		-		100,000

Closure of subsidiary		-		-		-		(4,318	)		-		-		(4,318	)

Subscription receivable		-		-		-		-			-		-		-

Exchange Translation Reserve		-		-		-		-			-		6,481		6,481

Net loss for the year 2025		-		-		-		(839,842	)		-		-		(839,842	)
Net Profit (loss)		-		-		-		(839,842	)		-		-		(839,842	)

Balance as of December 31, 2025 (Audited)		65,680,500		6,568		1,369,332		(1,488,688	)		-		6,548		(106,240	)
Balance		65,680,500		6,568		1,369,332		(1,488,688	)		-		6,548		(106,240	)

~~Pursuant to the requirements of the Securities Exchange~~See ~~Act~~accompanying ofnotes ~~1934, the registrant has duly caused this report~~ to beconsolidated ~~signed~~financial ~~on its behalf by the undersigned, thereunto duly authorized.~~statements

	JOCOM HOLDINGS CORP.
	(Name of Registrant)
Date: May 5, 2025	By:	/s/ SEW WEN CHEAN
	Title:	Chief Executive Officer, Director

F-5

20JOCOM HOLDINGS CORP.

~~INDEX~~CONSOLIDATED STATEMENTS TOOF ~~FINANCIAL~~CASH ~~STATEMENTS~~FLOWS

	Page
Financial Statements
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations and Comprehensive Loss	F-4
Consolidated Statements of Changes in Stockholders’ Equity	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7 - F-16

FOR YEAR ENDED DECEMBER 31, 2025 AND 2024

~~F-1~~(Currency expressed in United States Dollars (“US$”))

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~(Audited)

The Board of Directors and Stockholders of

	For the year ended December 31, 2025			For the year ended December 31, 2024

CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)/profit	$	(839,842	)	$	68,519

Adjustments to reconcile net (loss)/profit to net cash used in operating activities:
Allowance for doubtful debt	$	-		$	-
Assets written off expense	$	1		$	-
Impairment on receivables and deposits	$	648,000		$	-
Loss on write off of investment	$	2,120		$	-
Reversal of allowance for doubtful debt	$	-		$	(80,373	)
Depreciation and amortisation	$	-		$	-
Interest expense	$	-		$	-

Changes in operating assets and liabilities:
Trade receivable	$	-		$	80,373
Other receivable	$	(41	)	$	-
Deposits and prepayment	$	(346,789	)	$	(5,429	)
Other payables and accruals	$	45,245		$	(63,372	)
Amount due to directors	$	-		$	2,562
Net cash (used in)/provided by operating activities	$	(491,306	)	$	2,280

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stocks	$	800,000		$	-
Subscription receivable	$	(300,000	)	$	-
Net cash provided by financing activities	$	500,000		$	-

Effect of exchange rate changes on cash and cash equivalent	$	45		$	67

Net increase in cash and cash equivalents	$	8,739		$	2,347
Cash and cash equivalents, beginning of year	$	2,481		$	134
CASH AND CASH EQUIVALENTS, END OF THE YEAR	$	11,220		$	2,481
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
Initial recognition of operating lease right-of-use assets and operating lease obligations by a lessee	$	-		$	-
Distribution of real estate held for sale to a non-controlling interest for acquisition of noncontrolling interest’s shares in a subsidiary and settlement of noncontrolling interest’s loan	$	-		$	-

~~Jocom~~See accompanying ~~Holdings~~notes ~~Corp~~to consolidated financial statements.

~~Unit No. 11~~F-~~1, Level 11, Tower 3, Avenue 3~~6

~~Bangsar~~JOCOM HOLDINGS ~~South, No~~CORP. ~~8, Jalan Kerinchi~~

~~59200~~NOTES TO ~~Kuala~~CONSOLIDATED ~~Lumpur,~~FINANCIAL ~~Malaysia~~STATEMENTS

~~Opinion~~FOR THE onYEAR ~~the~~ENDED ~~Financial~~DECEMBER ~~Statements~~31, 2025 AND 2024

~~We have audited the accompanying consolidated balance sheets of Jocom Holdings Corp.~~ (~~the ‘Company’) as of December 31, 2024~~Currency ~~and~~expressed ~~2023, and the related consolidated statements of operations and comprehensive income/(loss), consolidated statements of changes~~ in ~~stockholders’~~United ~~equity,~~States ~~and~~Dollars ~~consolidated statements of cash flows for the each of the years in the two-year period ended December 31, 2024 and 2023, and the related notes~~ (~~collectively referred to as the~~ “~~financial statements~~US$”)~~. In our opinion~~, ~~the~~except ~~financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows~~ for ~~the~~number ~~each~~ of ~~the years in the two-year period ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.~~shares)

~~Subtantial Doubt About the Entity’s Ability~~1. toDESCRIPTION ~~continue~~OF asBUSINESS aAND ~~Going Concern~~ORGANIZATION

~~The~~Jocom Holdings ~~accompanying financial statements have been prepared assuming that the Company will continue as a going concern~~Corp. As ~~discussed~~was inincorporated ~~Note~~on 2January ~~to the financial statements~~8, as2021 ofunder ~~31 December 2024,~~ the ~~Company suffered~~laws ~~an accumulated losses~~ of ~~$644,528 and having capital deficiency of $68,561. These factors raise substantial doubt about~~ the ~~Company’s~~state ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of ~~this uncertainty~~Nevada.

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

~~These~~On April ~~financial~~15, ~~statements~~2021, ~~are~~ the ~~responsibility of the~~ Company’s ~~management.~~acquired ~~Our~~100% ~~responsibility~~of ~~is to express an opinion on~~ the ~~Company’s~~equity ~~financial~~interests ~~statements~~in ~~based~~Jocom onHoldings ~~our audits~~Corp. We(herein ~~are~~referred aas ~~public accounting firm registered with~~ the ~~Public~~“Malaysia Company ~~Accounting Oversight Board (United States) (“PCAOB~~”), ~~and~~a ~~are~~private ~~required~~limited tocompany beincorporated ~~independent with respect to the Company~~ in ~~accordance~~Labuan, ~~with the U~~Malaysia.S. ~~federal~~In ~~securities~~consideration ~~laws~~of ~~and~~ the ~~applicable rules~~equity ~~and~~interests ~~regulations~~ of ~~the~~Jocom ~~Securities~~Holdings ~~and~~Corp., ~~Exchange~~Ms. ~~Commission~~Chua was ~~and~~compensated ~~the~~$100 ~~PCAOB~~USD.

WeOn June ~~conducted~~12, ~~our~~2024, ~~audits~~Jocom inHoldings ~~accordance~~Corp, ~~with~~its ~~the~~wholly ~~standards of~~owned ~~the~~subsidiary, ~~PCAOB.~~acquired ~~Those~~100% ~~standards~~of ~~require that we plan and perform~~ the ~~audit~~equity tointerests ~~obtain~~in ~~reasonable~~JHC ~~assurance~~Digital ~~about~~Sdn. ~~whether~~Bhd. ~~the financial statements~~(herein ~~are~~referred ~~free~~as ofthe ~~material~~“Malaysia ~~misstatement~~Company”), ~~whether~~a ~~due~~private tolimited ~~error~~company orincorporated ~~fraud.~~in ~~The~~Kuala ~~Company is not required to have~~Lumpur, ~~nor were we engaged to perform, an audit of its internal control over financial reporting~~Malaysia. AsIn ~~part~~consideration of ~~our audits we are required to obtain an understanding of internal~~ ~~control over financial reporting but not for~~ the ~~purpose~~equity ofinterests ~~expressing an opinion on the effectiveness~~ of ~~the~~JHC ~~Company’s~~Digital ~~internal control~~Sdn ~~over financial reporting~~Bhd. ~~Accordingly~~, weMs. ~~express~~Chua nowas ~~such~~compensated ~~opinion~~$2,120 USD.

~~Our audits included performing procedures to assess~~Details ~~the risks~~ of ~~material misstatement of~~ the ~~financial~~Company’s statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.subsidiaries:

~~Critical~~ SCHEDULE ~~Audit~~OF ~~Matters~~COMPANY SUBSIDIARIES

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical matters.

	Company name	Place/date of incorporation	Particulars of issued capital	Principal activities

1.	Jocom Holdings Corp.	Labuan, January 26, 2021	100 shares of ordinary share of US$ 1 each	Data Analytic Software Solution
2.	JHC Digital Sdn. Bhd.	Kuala Lumpur, June 12, 2024	10,000 shares of ordinary share of Malaysian Ringgit RM1 each	Trading of all kinds of goods online or offline, ecommerce, logistics activities, consulting services for software technology and software development.

~~/s/~~For purposes JPof ~~CENTURION~~consolidated &financial ~~PARTNERS~~statement ~~PLT~~presentation, JPJocom ~~CENTURION~~Holdings &Corp. ~~PARTNERS~~and ~~PLT~~its subsidiaries are hereinafter referred to as the “Company”.

We2. SUMMARY ~~have~~OF ~~served~~SIGNIFICANT asACCOUNTING ~~the Company’s auditor since 2021.~~POLICIES

~~Kuala~~The accompanying ~~Lumpur,~~consolidated ~~Malaysia~~financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.

5Basis of ~~May 2025~~presentation

~~PCAOB~~The consolidated ~~ID:~~financial ~~6723~~statements for Jocom Holdings Corp. and its subsidiaries for the year ended December 31, 2025 is prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of Jocom Holdings Corp. and its wholly owned subsidiaries, Jocom Holdings Corp. Intercompany accounts and transactions have been eliminated on consolidation. The Company has adopted December 31 as its fiscal year end.

~~F-2~~Basis of consolidation

~~JOCOM~~The consolidated ~~HOLDINGS~~financial ~~CORP~~statements include the accounts of the Company and its subsidiaries in which the Company is the primary beneficiary. All inter-company accounts and transactions have been eliminated upon consolidation.

~~CONSOLIDATED BALANCE SHEETS~~Going Concern

ASThe accompanying OFfinancial ~~DECEMBER~~statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, as of December 31, ~~2024~~2025, the Company incurred net loss of $839,842 for the year and ~~2023~~suffered an accumulated losses of $1,488,688. The company has a capital deficiency of $106,240 and has incurred a negative cash flow from operating activities of $491,306. 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.

~~(Currency~~The Company’s ~~expressed~~ability into ~~United~~continue ~~States~~as ~~Dollars~~a ~~(“US$”)~~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, ~~except~~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 ~~number~~its stock holders, in the case of ~~shares)~~equity financing.

~~(Audited)~~F-7

	As of December 31, 2024			As of December 31, 2023
ASSETS
NON-CURRENT ASSETS
Intangible asset		1			1
Plant and equipment, net		-			1
Total Non-Current Assets	$	1		$	2
CURRENT ASSETS
Trade receivable		-			-
Deposits and prepayment		5,790			360
Cash and bank balances		2,481			134
Total Current Assets	$	8,271		$	494
TOTAL ASSETS	$	8,272		$	496
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Other payables and accruals (including $26,464 and $70,823 to related party as of December 31, 2024, and 2023 respectively)		69,434			132,806
Amount due to directors		6,019			3,457
Income tax payable		1,380			1,380
Leased Liabilities		-			-
TOTAL CURRENT LIABILITIES	$	76,833		$	137,643
TOTAL LIABILITIES	$	76,833		$	137,643
STOCKHOLDERS’ EQUITY
SHAREHOLDER EQUITY
Preferred shares, $0.0001 par value; 200,000,000 shares authorized; None issued and outstanding		-			-
Common Shares, par value $0.0001; 600,000,000 shares authorized, 57,680,500 shares issued and outstanding as of December 31, 2024 and December 31, 2023 respectively		5,768			5,768
Additional paid-in capital		570,132			570,132
Exchange translation reserve		67			-
Accumulated losses		(644,528	)		(713,047	)
TOTAL STOCKHOLDERS’ EQUITY	$	(68,561	)	$	(137,147	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	8,272		$	496

JOCOM HOLDINGS CORP.

~~See~~NOTES TO ~~accompanying~~CONSOLIDATED ~~notes~~FINANCIAL ~~to consolidated financial statements.~~STATEMENTS

~~F-3~~FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024

~~JOCOM~~(Currency expressed ~~HOLDINGS~~in ~~CORP.~~United States Dollars (“US$”), except for number of shares)

~~CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE~~Use ~~INCOME/(LOSS)~~of estimates

~~FOR~~Management uses ~~YEAR~~estimates ~~ENDED~~and ~~DECEMBER~~assumptions 31in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, ~~2024~~the ~~AND~~disclosure ~~2023~~of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the year reported. Actual results may differ from these estimates.

~~(Currency expressed in United States Dollars (“US$”),~~Revenue ~~except for number of shares)~~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 (~~Audited~~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 (see Note 10).

	December 31, 2024			December 31, 2023
Revenue (including $6,000 and $24,000 revenue to related party for the year ended December 31, 2024 and 2023 respectively)	$	24,000		$	24,000
Gross profit		24,000			24,000
Other Income		131,674			36,232
Operating expenses:
General and administrative expenses(including $10,500 and $21,035 of general and administrative expenses to related party for the year ended December 31, 2024 and 2023 respectively)		(87,155	)		(217,123	)
Profit/(Loss) before income tax		68,519			(156,891	)
Income tax expense		-			-
Profit/(Loss) for the year	$	68,519		$	(156,891	)
Other comprehensive loss:
- Foreign currency translation gain		67			-
Comprehensive profit	$	68,586		$	(156,891	)
Net loss per share - Basic and diluted		-			-
Weighted average number of common shares outstanding - Basic and diluted		57,680,500			57,657,399

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

~~See~~Cash and ~~accompanying~~cash ~~notes to consolidated financial statements.~~equivalents

~~F-4~~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.

~~JOCOM HOLDINGS CORP.~~Intangible Asset

~~CONSOLIDATED~~The Company ~~STATEMENTS~~follows OFthe ~~CHANGES~~guidance INaccording ~~STOCKHOLDERS’~~ASC Topic 350, “Testing Indefinite-Lived Intangible Assets for Impairment” ~~EQUITY~~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.

~~FOR YEAR ENDED DECEMBER 31, 2024 AND 2023~~F-8

~~(Currency expressed in United States Dollars (“US$”),~~JOCOM ~~except~~HOLDINGS ~~for number of shares)~~CORP.

~~(Audited)~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Number of Shares		Amount		Paid-In Capital		Accumulated Losses			Translation Reserve		Total Equity
	Common Stock				Additional					Exchange
	Number of Shares		Amount		Paid-In Capital		Accumulated Losses			Translation Reserve		Total Equity
Balance as of December 31, 2022 (Audited)		57,600,000		5,760		489,640		(556,156	)		-		(60,756	)
Shares issued in private placement completed on 25 September, 2023 at $1.00 per share		80,500		8		80,492		-			-		80,500
Shares issued in private placement		80,500		8		80,492		-			-		80,500
Net loss for the year 2023								(156,891	)				(156,891	)
Balance as of December 31, 2023 (Audited)		57,680,500		5,768		570,132		(713,047	)		-		(137,147	)
Balance		57,680,500		5,768		570,132		(713,047	)		-		(137,147	)
Exchange Translation Reserve		-		-		-		-			67		67
Net profit for the year 2024								68,519					68,519
Net profit (loss)								68,519					68,519
Balance as of December 31, 2024 (Audited)		57,680,500		5,768		570,132		(644,528	)		67		(68,561	)
Balance		57,680,500		5,768		570,132		(644,528	)		67		(68,561	)

FOR YEAR ENDED DECEMBER 31, 2025 AND 2024

~~See~~(Currency expressed ~~accompanying~~in ~~notes~~United toStates ~~consolidated~~Dollars ~~financial~~(“US$”), ~~statements~~except for number of shares)

~~F-5~~Net loss per share

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

~~CONSOLIDATED~~Foreign currencies ~~STATEMENTS OF CASH FLOWS~~translation

~~FOR~~Transactions denominated ~~YEAR~~in ~~ENDED~~currencies ~~DECEMBER~~other ~~31,~~than ~~2024~~the ~~AND~~functional ~~2023~~currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.

The reporting currency of the Company is United States Dollars (~~Currency~~“US$”). ~~expressed~~The Company’s subsidiary in Labuan maintains its books and record in United States Dollars (“US$”) respectively, and Ringgits Malaysia (“RM”) is functional currency as being the primary currency of the economic environment in which the entity operates.

~~(Audited)~~In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

	For the year ended December 31, 2024			For the year ended December 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit/(loss)	$	68,519		$	(156,891	)
Adjustments to reconcile net profit/(loss) to net cash used in operating activities:
Allowance for doubtful debt	$	-		$	48,373
Reversal of allowance for doubtful debt	$	(80,373	)	$	-
Depreciation and amortisation	$	-		$	19,709
Interest expense	$	-		$	314
Changes in operating assets and liabilities:
Trade receivable	$	80,373		$	(373	)
Deposits and prepayment	$	(5,429	)	$	17
Other payables and accruals	$	(63,372	)	$	(20,654	)
Amount due to directors	$	2,562		$	(5,813
Net cash provided by/(used in) operating activities	$	2,280		$	(115,318	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of lease liabilities	$	-		$	(21,091	)
Proceeds from issuance of common stocks	$	-		$	80,500
Net cash provided by financing activities	$	-		$	59,409
Effect of exchange rate changes on cash and cash equivalent	$	67		$	-
Net increase/(decrease) in cash and cash equivalents	$	2,347		$	(55,909	)
Cash and cash equivalents, beginning of year	$	134		$	56,043
CASH AND CASH EQUIVALENTS, END OF THE YEAR	$	2,481		$	134
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-

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

~~See~~ SCHEDULE ~~accompanying~~OF ~~notes~~EXCHANGE ~~to consolidated financial statements.~~RATES

F-6

	2025		2024
	As of and for the year ended December 31,
	2025		2024

Year-end RM: US$1 exchange rate		4.062		4.476
Year-average RM: US$1 exchange rate		4.278		4.563
Foreign currency exchange rate, translation		4.278		4.563

~~JOCOM HOLDINGS CORP.~~Related parties

~~NOTES~~Parties, which TOcan ~~CONSOLIDATED~~be ~~FINANCIAL~~a ~~STATEMENTS~~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.

~~FOR~~Income ~~THE YEAR ENDED DECEMBER 31, 2024 AND 2023~~taxes

~~(Currency~~The ~~expressed~~Company inaccounts ~~United~~for ~~States~~income taxes ~~Dollars~~using (the asset and liability method prescribed by ASC 740 “~~US$~~Income Taxes”). Under this method, deferred tax assets and ~~except~~liabilities ~~for~~are ~~number~~determined based on the difference between the financial reporting and tax bases of ~~shares)~~assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.”

1The Company conducts major businesses in Labuan and is subject to tax in this jurisdiction. ~~DESCRIPTION~~As OFa ~~BUSINESS~~result ~~AND~~of ~~ORGANIZATION~~its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.

~~Jocom~~The ~~Holdings~~Company ~~Corp.~~adopted ~~was~~the ~~incorporated~~ASU 2023-09, “Income onTaxes ~~January~~(Topic 8740): Improvements to Income Tax Disclosures,” ~~2021~~which ~~under~~modifies the ~~laws~~rules ofon ~~the~~income ~~state~~tax ofdisclosures ~~Nevada~~to require disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

~~The Company, through its subsidiary, engaged in providing data analytic services, which cover customer behavior and predictive customer analysis.~~F-9

~~On April 15, 2021, the Company~~JOCOM ~~acquired~~HOLDINGS ~~100% of the equity interests in Jocom Holdings Corp~~CORP. (herein referred as the “Malaysia Company”), a private limited company incorporated in Labuan, Malaysia. In consideration of the equity interests of Jocom Holdings Corp., Ms. Chua was compensated $100 USD.

~~On June 12, 2024, Jocom Holdings~~NOTES ~~Corp,~~TO ~~its~~CONSOLIDATED ~~wholly~~FINANCIAL owned subsidiary, acquired 100% of the equity interests in JHC Digital Sdn. Bhd. (herein referred as the “Malaysia Company”), a private limited company incorporated in Kuala Lumpur, Malaysia. In consideration of the equity interests of JHC Digital Sdn Bhd., Ms. Chua was compensated $2,120 USD.STATEMENTS

~~Details~~FOR THE ofYEAR ~~the~~ENDED ~~Company’s~~DECEMBER ~~subsidiaries:~~31, 2025 AND 2024

~~SCHEDULE~~(Currency expressed OFin ~~COMPANY~~United ~~SUBSIDIARIES~~ States Dollars (“US$”), except for number of shares)

	Company name	Place/date of incorporation	Particulars of issued capital	Principal activities
1.	Jocom Holdings Corp.	Labuan, January 26, 2021	100 shares of ordinary share of US$ 1 each	Data Analytic Software Solution
2.	JHC Digital Sdn. Bhd.	Kuala Lumpur, June 12, 2024	10,000 shares of ordinary share of Malaysian Ringgit RM1 each	Trading of all kinds of goods online or offline, ecommerce, logistics activities, consulting services for software technology and software development.

Fair value of financial instruments:

~~For~~The carrying ~~purposes~~value of ~~consolidated~~the Company’s financial ~~statement~~instruments: ~~presentation~~cash and cash equivalents, ~~Jocom~~ ~~Holdings~~prepayment, ~~Corp.~~deposits, ~~and~~accounts ~~its~~payable ~~subsidiaries~~and ~~are~~accrued liabilities ~~hereinafter~~and ~~referred~~amount due to asa director approximate at their fair values because of the ~~“Company”~~short-term nature of these financial instruments.

2The 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. ~~SUMMARY~~ASC OF820-10 ~~SIGNIFICANT~~establishes ~~ACCOUNTING~~a ~~POLICIES~~three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

~~The~~Level ~~accompanying~~1: ~~consolidated~~Observable ~~financial~~inputs ~~statements reflect~~such ~~the~~as ~~application~~quoted ofprices ~~certain~~in ~~significant~~active ~~accounting~~markets; ~~policies~~Level as2: ~~described~~Inputs, other than the quoted prices in ~~this~~active ~~note~~markets, that are observable either directly or indirectly; and ~~elsewhere~~Level 3: Unobservable inputs in which there is little or no market data, which require the ~~accompanying~~reporting ~~consolidated financial~~entity ~~statements~~to ~~and~~develop ~~notes~~its own assumptions.

~~Going~~Recent accounting ~~Concern~~pronouncements

The ~~accompanying financial statements~~ ~~have~~Company ~~been~~has ~~prepared~~reviewed onall arecently ~~going concern basis~~issued, ~~which~~but ~~contemplates~~not ~~the~~yet ~~realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements~~effective, asconsiders ~~of December 31, 2024,~~ the ~~Company~~applicability ~~suffered an accumulated deficit of $644,528,~~ and ~~having~~impact ~~capital deficiency~~ of ~~$68,561~~all ~~and~~accounting ~~positive operating~~standards ~~cash flows of $2,280.~~updates ~~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~~(“ASUs”). ~~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~~periodically ~~existing~~reviews ~~shareholders~~new oraccounting ~~external~~standards ~~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~~issued. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stock holders, in the case of equity financing.

~~F-7~~Accounting Standards Adopted in 2025

~~JOCOM~~Accounting Standards ~~HOLDINGS~~Update ~~CORP.~~2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures:

~~NOTES~~In December TO2023, ~~CONSOLIDATED~~the ~~FINANCIAL~~FASB ~~STATEMENTS~~issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new standard was issued to improve transparency and decision usefulness of income tax disclosures by providing information that helps investors better understand how an entity’s operations, tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this update primarily relate to requiring greater disaggregated disclosure of information in the rate reconciliation, income taxes paid, income (loss) from continuing operations before income tax expense (benefit), and income tax expense (benefit) from continuing operations. The ASU is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted. The standard can be applied prospectively or retrospectively. The Company adopted this ASU prospectively in the fourth quarter of 2025, and the required disclosures are included in Note 12, Income Taxes.

~~FOR~~Accounting Standards ~~THE~~not ~~YEAR~~yet ~~ENDED DECEMBER 31, 2024 AND 2023~~Adopted

~~(Currency~~Accounting Standards ~~expressed~~Update in2024-03, ~~United~~Income ~~States~~Statement ~~Dollars~~– Reporting Comprehensive Income – Expense Disaggregation Disclosures (~~“US$”),~~Subtopic ~~except~~220-40): ~~for~~Disaggregation ~~number~~ of ~~shares)~~Income Statement Expenses:

~~Basis~~In November 2024, the FASB issued ASU 2024-03, Disaggregation of ~~presentation~~Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted.

The ~~consolidated financial statements for Jocom Holdings~~ ~~Corp.~~Company ~~and its subsidiaries for the year ended December 31, 2024~~ is ~~prepared~~currently inevaluating ~~accordance~~this ~~with~~guidance ~~accounting~~to ~~principles~~determine ~~generally accepted in~~ the ~~United~~impact ~~States~~it ofmay ~~America~~have ~~(“US~~on ~~GAAP”) and include the accounts of Jocom Holdings Corp. and~~ its ~~wholly~~consolidated ~~owned~~financial ~~subsidiaries, Jocom~~statements ~~Holdings Corp. Intercompany accounts~~ and ~~transactions have been eliminated on consolidation. The Company has adopted December 31~~related ~~as its fiscal year end~~disclosures.

~~Basis~~The Company ofdoes ~~consolidation~~not expect that any other recently issued accounting pronouncements will have a significant effect on its consolidated financial statements.

~~The consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company is the primary beneficiary. All inter~~F-~~company accounts and transactions have been eliminated upon consolidation.~~10

~~Use~~JOCOM HOLDINGS ~~of estimates~~CORP.

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

~~Revenue~~FOR THE ~~recognition~~YEAR ENDED DECEMBER 31, 2025 AND 2024

~~The Company follows the guidance of ASC 606, “Revenue~~(Currency ~~from~~expressed 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~~United orStates ~~agreement,~~Dollars (3“US$”) ~~determining the transaction price~~, ~~(4)~~except 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~~number ~~services~~of ~~it transfers to its clients.~~shares)

~~The revenue generated was a service fee~~3. ~~paid~~COMMON ~~by a client to carry out data analytic services in the Southeast Asia online grocery market.~~STOCK

~~Cash~~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 ~~cash~~as ~~equivalents~~member of our Board of Directors.

~~Cash~~On May ~~and~~1,2021 ~~cash~~the ~~equivalents~~Company ~~are~~issued ~~carried~~18,900,000 atshares ~~cost~~of ~~and represent~~restricted ~~cash~~common ~~on hand~~stock, ~~demand deposits placed~~ with ~~banks~~a orpar ~~other~~value ~~financial~~of ~~institutions~~$0.0001 ~~and~~per ~~all~~share, ~~highly~~to ~~liquid~~Ms. ~~investments~~Agnes ~~with~~in ~~an original~~consideration ~~maturity~~ of ~~three~~$1,890. ~~months~~The or$1,890 ~~less~~in asproceeds ofwent to the ~~purchase~~Company ~~date~~to ofbe ~~such~~used ~~investments~~as working capital.

~~Intangible~~On May ~~Asset~~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.

~~The~~On June ~~Company~~1, ~~follows~~2021 the ~~guidance~~Company ~~according~~issued ~~ASC Topic 350~~8, ~~“Testing Indefinite-Lived Intangible Assets for Impairment” paragraph 350-30-35-18~~500,000 anshares ~~intangible~~of ~~asset~~restricted ~~that~~common ~~is not~~stock ~~subject~~ to ~~amortization~~SEATech ~~shall~~Ventures ~~be tested for impairment annually~~Corp. ~~There~~with isa nopar ~~legal,~~value ~~regulatory,~~of ~~contractual,~~$0.0001 ~~competitive~~per share, ~~economic, or~~in noconsideration ~~foreseeable limit on the period~~ of ~~time~~$850. ~~over~~The ~~which~~$850 itin isproceeds ~~expected~~went to ~~contribute to~~ the ~~cash flows of the~~ Company, ~~thus~~to ~~the useful life of the asset shall~~ be ~~considered~~used toas beworking ~~indefinite~~capital.

~~Plant~~On June ~~and~~1, ~~equipment~~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.

~~Plant~~On June ~~and~~1, ~~equipment~~2021 ~~are~~the ~~stated~~Company atissued ~~cost~~1,500,000 ~~less~~shares ~~accumulated depreciation~~of ~~and~~restricted ~~accumulated~~common ~~impairment~~stock ~~losses,~~to ifGreenPro ~~any.~~Venture ~~Depreciation~~Capital isLimited ~~calculated~~with ona ~~the~~par ~~straight-line~~value ~~basis~~of ~~over~~$0.0001 per ~~the~~share, ~~following~~in ~~expected useful~~consideration ~~lives~~of ~~from~~$150. The $150 in proceeds went to the ~~date~~Company onto ~~which~~be ~~they~~used ~~become~~as ~~fully~~working ~~operational~~capital.

~~SCHEDULE~~On June OF1, ~~USEFUL~~2021, ~~LIFE~~the ~~PROPERTY~~Company ~~PLANT~~issued ~~AND~~500,000 ~~EQUIPMENT~~ 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.

Categories		Estimated useful life
Renovation		2 years

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.

~~Expenditures~~Between the ~~for~~period ~~maintenance~~of ~~and~~July ~~repairs~~25, ~~are~~2021 ~~expensed~~to September 10, 2021, the Company issued 1,300,000 shares of restricted common stock to 26 foreign parties, asall ~~incurred.~~of ~~The~~which ~~gain~~do ornot ~~loss~~reside onin the ~~disposal~~United States. A total of ~~plant~~1,300,000 ~~and~~shares ~~equipment~~of isrestricted ~~the~~common ~~difference~~stock ~~between~~were ~~the~~sold ~~net~~at ~~sales~~a price of $0.20 per share. The total proceeds ~~and~~to the ~~carrying amount~~Company ofamounted ~~the~~to ~~relevant~~a ~~assets~~total ~~and~~of is$260,000 ~~recognized~~went into the ~~statement~~Company ofto ~~operations~~be used as working capital.

~~Income~~Between the ~~taxes~~period of January 1, 2023 to September 15, 2023, the Company issued 80,500 shares of restricted common stock to 16 foreign parties, all of which do not reside in the United States. A total of 80,500 shares of restricted common stock were sold at a price of $1.00 per share. The total proceeds to the Company amounted to a total of $80,500 went to the Company to be used as working capital.

~~The provision of income taxes is determined in accordance~~On ~~with~~June ~~the~~24, ~~provisions of ASC Topic 740~~2025, ~~“Income~~the ~~Taxes”~~Company ~~(“ASC~~issued ~~740”). Under this method~~7,000,000 ~~deferred~~shares ~~tax~~of ~~assets~~restricted ~~and~~common ~~liabilities are~~stock ~~recognized for the future tax consequences attributable~~ to ~~differences~~5 ~~between~~foreign ~~the~~parties, ~~financial~~all ~~statement carrying amounts~~ of ~~existing assets~~which ~~and~~do ~~liabilities~~not ~~and~~reside ~~their~~in ~~respective~~the United ~~tax basis~~States. ~~Deferred~~A ~~tax~~total ~~assets~~of ~~and~~7,000,000 ~~liabilities~~shares ~~are~~of ~~measured~~restricted ~~using~~common ~~enacted~~stock ~~income~~were ~~tax~~sold ~~rates expected~~at toa ~~apply~~price toof ~~taxable~~$0.10 ~~income~~per inshare. ~~the~~The ~~year~~total inproceeds ~~which those temporary differences are expected~~ to ~~be recovered or settled. Any effect~~ onthe ~~deferred~~Company ~~tax~~amounted ~~assets~~to ~~and~~a ~~liabilities~~total of a$700,000 ~~change~~went into ~~tax rates is recognized in income in~~ the ~~year~~Company ~~that~~to ~~includes~~be ~~the~~used ~~enactment~~as ~~date~~working capital.

~~ASC 740 prescribes a comprehensive model for how companies~~On ~~should~~June ~~recognize~~26, ~~measure~~2025, ~~present,~~the ~~and~~Company ~~disclose~~issued in1,000,000 ~~their~~shares ~~financial~~of ~~statements~~restricted ~~uncertain~~common ~~tax~~stock ~~positions taken or expected~~ to be1 ~~taken~~foreign ~~on a tax return. Under ASC 740~~parties, ~~tax~~all ~~positions~~of ~~must~~which ~~initially~~do benot ~~recognized~~reside in the United ~~financial~~States. ~~statements~~A ~~when~~total itof is1,000,000 ~~more~~shares ~~likely~~of ~~than~~restricted ~~not~~common ~~the position~~stock ~~will~~were besold ~~sustained~~at ~~upon~~a ~~examination~~price byof ~~the~~$0.10 ~~tax~~per ~~authorities~~share. ~~Such~~The ~~tax~~total ~~positions~~proceeds ~~must initially and subsequently be measured as~~to the ~~largest~~Company ~~amount~~amounted ofto ~~tax benefit that has~~ a ~~greater~~total ~~than 50% likelihood~~ of ~~being~~$100,000 ~~realized~~went ~~upon~~to ~~ultimate settlement with~~ the ~~tax~~Company ~~authority assuming~~to ~~full~~be ~~knowledge~~used ofas ~~the~~working ~~position and relevant facts~~capital.

~~F-8~~As of December 31, 2025 and 2024 the Company has an issued and outstanding common share of 65,680,500 and 57,680,500 respectively.

~~JOCOM HOLDINGS CORP.~~F-11

~~NOTES~~JOCOM HOLDINGS ~~TO CONSOLIDATED FINANCIAL STATEMENTS~~CORP.

~~FOR THE YEAR ENDED DECEMBER 31,~~NOTES ~~2024~~TO ~~AND~~CONSOLIDATED ~~2023~~FINANCIAL STATEMENTS

~~(Currency~~FOR THE ~~expressed~~YEAR inENDED ~~United~~DECEMBER ~~States Dollars (“US$”)~~31, ~~except~~ ~~for~~2025 ~~number~~AND ~~of shares)~~2024

~~Net~~(Currency expressed ~~loss~~in ~~per~~United ~~share~~States Dollars (“US$”), except for number of shares)

~~The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share~~4.~~” Basic loss per share is computed by dividing the net loss by the weighted-average~~ ~~number~~INTANGIBLE 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.ASSET

~~Foreign~~ SCHEDULE ~~currencies~~OF ~~translation~~INTANGIBLE ASSET

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.

	As of December 31, 2025 (Audited)		As of December 31, 2024 (Audited)
At cost:	$	-	$	1
AI Smart Platform	$	-	$	1
Intangible asset	$	-	$	1

~~The reporting currency of the Company is United States Dollars (“US$”)~~5. ~~The Company’s subsidiary in Labuan maintains its books and record in United States Dollars (“US$”)~~ ~~respectively,~~CASH ~~and~~AND ~~Ringgits~~CASH ~~Malaysia (“RM”) is functional currency as being the primary currency of the economic environment in which the entity operates.~~EQUIVALENTS

InAs at ~~general~~December 31, ~~for consolidation purposes~~2025, ~~assets~~ and ~~liabilities~~ ofDecember ~~its subsidiary whose functional currency is not the US$ are translated into US$~~31, ~~in accordance with ASC Topic 830-30~~2024, ~~“Translation of Financial Statement”, using~~ the ~~exchange~~Company ~~rate~~recorded oncash ~~the balance sheet date. Revenues~~ and ~~expenses~~cash ~~are~~equivalents ~~translated~~of at$11,220 ~~average rates prevailing during the year. The gains~~ and ~~losses~~$2,481 ~~resulting~~respectively ~~from translation of financial statements of foreign subsidiary are recorded~~which asconsists ~~a separate component~~ of ~~accumulated~~cash ~~other~~on ~~comprehensive~~hand ~~income~~and ~~within~~bank ~~the statement of stockholders’ equity~~balances.

~~Translation of amounts from~~6. RMDEPOSITS ~~into~~AND ~~US$1 has been made at the following exchange rates for the respective years:~~PREPAYMENT

~~SCHEDULE~~Deposits and OFprepayment ~~EXCHANGE~~consisted ~~RATES~~ of the following as of December 31, 2025, and December 31, 2024.

	2024		2023
	As of and for the year ended December 31,
	2024		2023
Year-end RM: US$1 exchange rate		4.476		4.589
Year-average RM: US$1 exchange rate		4.563		4.561

SCHEDULE OF DEPOSITS AND PREPAYMENT

Related parties

	As of December 31, 2025 (Audited)			As of December 31, 2024 (Audited)
Deposits		348,000			369
Prepayment		4,579			5,421
Total		352,579			5,790
Less: impairment		(348,000	)		-
Total deposits and prepayment		4,579			5,790

~~Parties, which can be a corporation or individual,~~The ~~are~~deposits ~~considered~~and toprepayment beas ~~related~~of ifDecember ~~the Company has the ability~~31, ~~directly~~2025 orand ~~indirectly,~~2024 towas ~~control the other party or exercise significant~~$4,579 ~~influence over the other party in making financial~~ and ~~operating decisions. Companies are also considered to be related if they are subject~~$5,790 ~~to common control or common significant influence~~respectively.

F-912

JOCOM HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, ~~2024~~2025 AND ~~2023~~2024

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

~~Fair~~7. OTHER ~~value~~PAYABLES ofAND ~~financial instruments:~~ACCRUALS

~~The~~Other payables ~~carrying~~and ~~value~~accruals consisted of the ~~Company’s~~following ~~financial instruments:~~as ~~cash~~of ~~and~~December ~~cash equivalents~~31, ~~prepayment~~2025, ~~deposits, accounts payable~~ and ~~accrued~~December ~~liabilities~~31, ~~and amount due to a director approximate at their fair values because of the short-term nature of these financial instruments~~2024.

~~The~~ SCHEDULE ~~Company~~OF ~~also~~OTHER ~~follows~~PAYABLES ~~the~~AND 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:ACCRUALS

	As of December 31, 2025 (Audited)		As of December 31, 2024 (Audited)
Other payables	$	103,980	$	52,127
Accruals	$	16,720	$	17,307
Total other payables and accruals	$	120,700	$	69,434

~~Leases~~As of December 31, 2025, and 2024, other payables of $92,487 and $26,464 were related party balances. The amount is unsecured, interest-free and repayable on demand.

~~Effective November 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases~~8. ~~The implementation of ASC 842 did not have a material impact on the Company’s consolidated financial statements and did~~ ~~not~~AMOUNT ~~have~~DUE aTO ~~significant impact on our liquidity. The Company adopted ASC 842 using a modified retrospective approach. (see Note 6).~~DIRECTORS

~~Recent~~Amount ~~accounting~~due ~~pronouncements~~to directors consisted of the following as of December 31,2025, and December 31, 2024.

~~The~~ SCHEDULE ~~Company~~OF ~~has~~AMOUNT ~~reviewed~~DUE ~~all~~TO ~~recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”).~~DIRECTORS

Management periodically reviews new accounting standards that are issued.

As of

December 31, 2025

(Audited)

As of

December 31, 2024

(Audited)

Amount due to directors

6,019

Total amount due to directors

6,019

~~Accounting~~As of ~~Standards~~December ~~Adopted~~31, in2025 and 2024, the amount of $Nil and $6,019 were mainly on behalf payment by directors. The amount is unsecured, interest-free and repayable on demand.

~~Accounting Standards Update 2023~~F-~~07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures:~~13

~~In November 2023, the FASB issued ASU 2023-07,~~JOCOM ~~Segment~~HOLDINGS ~~Reporting (Topic 280): Improvements to Reportable Segment Disclosures~~CORP. The new standard provides improvements to reportable segment disclosure requirements through amendments that require disclosure of significant segment expenses and other segment items on an interim and annual basis and requires all annual disclosures about a reportable segment’s profit or loss and assets to be made on an interim basis. The standard also requires the disclosure of the chief operating decision maker’s (“CODM”) title and position and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The standard also clarifies that if the CODM uses more than one measure in assessing segment performance and deciding how to allocate resources, a company may report the additional segment profit or loss measure(s) and that companies with a single reportable segment must provide all disclosures required by this amendment. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The standard should be applied retrospectively to all prior periods presented in the financial statements.

~~During the fourth quarter of 2024, we adopted ASU~~NOTES ~~2023-07~~TO ~~and~~CONSOLIDATED ~~enhanced~~FINANCIAL ~~our segment disclosures in line with the new guidance. The adoption had no effect on our consolidated financial statements.~~STATEMENTS

~~Accounting~~FOR ~~Standards~~THE ~~not~~YEAR ~~yet~~ENDED ~~Adopted~~DECEMBER 31, 2025 AND 2024

~~Accounting~~(Currency ~~Standards~~expressed ~~Update~~in ~~2023-09,~~United ~~Income~~States ~~Taxes~~Dollars (~~Topic 740~~“US$”):, ~~Improvements~~except tofor ~~Income~~number ~~Tax~~of ~~Disclosures:~~shares)

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid9. ~~The~~SUBSCRIPTION ~~ASU~~RECEIVABLE 2023-09 is effective for annual reporting periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its unaudited condensed consolidated financial statements and related disclosures.

~~The~~Subscription ~~Company~~receivable ~~does~~consisted ~~not~~of ~~expect~~the ~~that~~following ~~any~~as ~~other~~of ~~recently~~December ~~issued~~31,2025, ~~accounting~~and ~~pronouncements~~December ~~will have a significant effect on its condensed consolidated financial statements~~31,2024.

~~Accounting~~SCHEDULE ~~Standards~~OF ~~Update~~SUBSCRIPTION ~~2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses:~~RECEIVABLE

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted.

	As of December 31, 2025 (Audited)			As of December 31, 2024 (Audited)
Subscription receivables	$	300,000		$	-
Less: impairment	$	(300,000	)		-
Total subscription receivable	$	-		$	-

~~The~~Subscription ~~Company~~receivables isrepresent ~~currently~~amounts ~~evaluating~~due ~~this~~from ~~guidance~~Artistic toMark ~~determine~~Limited. ~~the~~As ~~impact~~of itDecember ~~may~~31, ~~have~~2025, onthese ~~its~~balances ~~consolidated~~have ~~financial~~been ~~statements~~fully ~~and~~impaired, ~~related~~as they ~~disclosures~~are considered not recoverable.

F-10. REVENUE FROM CONTRACTS WITH CUSTOMERS

~~JOCOM~~The Company ~~HOLDINGS~~recognizes ~~CORP~~revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, by applying the five-step model to all contracts with customers: (i) identification of the contract, (ii) identification of performance obligations, (iii) determination of the transaction price, (iv) allocation of the transaction price to the performance obligations, and (v) recognition of revenue when, or as, the Company satisfies a performance obligation.

~~NOTES~~The Company’s TOrevenue ~~CONSOLIDATED~~is ~~FINANCIAL~~derived ~~STATEMENTS~~from the a service fee paid by a client to carry out data analytic services in the Southeast Asia online grocery market. Each contract specifies the services to be delivered, the total consideration, and the applicable payment terms.

~~FOR~~Performance obligations ~~THE~~generally ~~YEAR~~consist ~~ENDED~~of ~~DECEMBER~~providing 31access to features, ~~2024~~functionalities ~~AND~~and ~~2023~~content associated with Jocom AI Platform. The Company evaluates whether such services are distinct and accounts for them as separate performance obligations if appropriate.

~~(Currency~~The transaction ~~expressed~~price inis ~~United~~determined ~~States~~based ~~Dollars~~on ~~(“US$”)~~the consideration specified in the contract, ~~except~~ ~~for~~which ~~number~~may ofinclude ~~shares)~~fixed amounts.

3Revenue is recognized when control of the promised goods or services is transferred to the customer. ~~COMMON~~Revenue ~~STOCK~~from subscription fee is typically recognized over time on a straight-line basis over the service period.

~~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’s topayment beterms ~~used~~vary asby ~~working~~contract ~~capital.~~but ~~Ms.~~generally ~~Agnes~~require ~~serves~~payment aswithin ~~our~~a ~~Chief~~specified ~~Financial~~period ~~Officer,~~following ~~President, Secretary, Treasurer and as member of our Board of Directors~~invoicing.

~~On May 1,2021 the Company issued 18,900,000 shares~~Disaggregation 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.~~revenue

OnThe table ~~May~~below 1,shows ~~2021~~ the ~~Company~~revenue ~~issued~~disaggregation ~~19,000,000~~by ~~shares of~~type ~~restricted common stock to Mr. Joshua with a par value~~ of ~~$0.0001~~services ~~per~~for ~~share,~~the inyear ~~consideration~~ended ofDecember $131,~~900.~~ ~~The~~2025 ~~$1,900~~and ~~in proceeds went to the Company to be used as working capital.~~2024:

~~On June 1, 2021 the Company issued 8,500,000 shares~~ SCHEDULE ofOF ~~restricted~~REVENUE ~~common~~DISAGGREGATION ~~stock~~BY toTYPE ~~SEATech~~OF ~~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.~~SERVICES

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.

Revenue disaggregation by type of services	As of December 31, 2025 (Audited)		As of December 31, 2024 (Audited)
Subscription fee (over time)		-		24,000
Revenue		-		24,000

~~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~~11.~~0001 per share, in consideration of $150. The $150~~ inINCOME ~~proceeds went to the Company to be used as working capital.~~TAXES

OnFor the ~~June~~year 1ended December 31, ~~2021~~2025, the ~~Company~~local ~~issued~~(United ~~500,000~~States) ~~shares of~~and ~~restricted~~foreign ~~common~~components ~~stock~~of toloss ~~GreenPro~~before ~~Asia~~income ~~Strategic~~taxes ~~SPC~~were -comprised ~~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.~~ following:

~~Between~~ SCHEDULE ~~the~~OF ~~period~~FOREIGN ofCOMPONENTS ~~June~~OF ~~20,~~LOSS ~~2021~~BEFORE toINCOME 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.TAXES

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.

	For the year ended December 31, 2025			For the year ended December 31, 2024
Tax jurisdictions from:
Local	$	(697,641	)		(30,441	)
Foreign, representing
- Labuan	$	(140,889	)		101,427	)
- Malaysia (other than Labuan)	$	(1,312	)	$	(2,467
(Loss)/Profit before income tax	$	(839,842	)		68,519	)

~~Between the period of January 1, 2023 to September~~The ~~15,~~provision ~~2023,~~for ~~the~~income ~~Company~~taxes ~~issued~~consisted ~~80,500 shares~~ of ~~restricted common stock to 16 foreign parties, all of which do not reside in~~ the United States. A total of 80,500 shares of restricted common stock were sold at a price of $1.00 per share. The total proceeds to the Company amounted to a total of $80,500 went to the Company to be used as working capital.following:

As SCHEDULE ofOF ~~December~~PROVISION ~~31,~~INCOME ~~2024 the Company has an issued and outstanding common share of 57,680,500.~~TAXES

F-11

	For the year ended December 31, 2025		For the year ended December 31, 2024

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

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

~~NOTES~~United States TOof ~~CONSOLIDATED FINANCIAL STATEMENTS~~America

~~FOR~~The Company ~~THE~~is ~~YEAR~~registered ~~ENDED~~in ~~DECEMBER~~the State of Nevada and is subject to the tax laws of the United States of America. As of December 31, ~~2024~~2025, the ~~AND~~operations ~~2023~~in the United States of America incurred $1,293,835 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carry forwards begin to expire in 2041, if unutilized.

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

4Under the current laws of the Labuan, Jocom Holdings Corp.is ~~INTANGIBLE~~governed ~~ASSET~~under the Labuan Business Activity Act, 1990. The tax charge for such company is based on 3% of net audited profit.

~~SCHEDULE~~Malaysia (Other OFthan ~~INTANGIBLE ASSET~~ Labuan)

	As of December 31, 2024 (Audited)		As of December 31, 2023 (Audited)
At cost:	$	1	$	1
AI Smart Platform	$	1	$	1
Intangible asset	$	1	$	1

Under the current laws of Malaysia, JHC Digital Sdn. Bhd. is governed under the Income Tax Act, 1967. The tax charge for such company is based on 24% of net audited profit.

5.For ~~PLANT~~the ~~AND~~year ~~EQUIPMENT~~ended December 31, 2025 and December 31, 2024, the cash paid for income taxes of the Company were nil.

~~Plant~~Effective and ~~equipment~~Statutory asRate ~~of December 31, 2024, and December 31, 2023 are summarized below:~~Reconciliation

~~SCHEDULE~~The OFreconciliation ~~PROPERTY~~of ~~PLANT~~the ~~AND~~federal ~~EQUIPMENT~~ statutory income tax amount and rate to the Company’s effective tax rate for the year ended December 31, 2025 and for the period ended December 31, 2024 is as follows:

	As of December 31, 2024 (Audited)		As of December 31, 2023 (Audited)
Renovation	$	-	$	2,163
Total		-		2,163
Accumulated depreciation1	$	-	$	(2,162	)
Plant and equipment, net	$	-	$	1

1 For the year ended December 31, 2024, depreciation expense was $Nil.

	Amount			Percent			Amount			Percent
	For the year ended December 31, 2025 (Audited)						For the year ended December 31, 2024 (Audited)
	Amount			Percent			Amount			Percent
(Loss)/Profit before income taxes		(839,842	)					68,519
Statutory federal income tax rate		(176,367	)		21.0	%		14,389			21	%
State and local income tax, net of federal income tax effect		146,505			-17.4	%		6,393			9.3	%
Effect of foreign tax rate difference
Labuan Malaysia
- Changes in valuation allowances		4,227			-0.5	%		(3,043	)		-4.4	%
- Foreign rate difference		25,360			-3.0	%		(18,257	)		-26.6	%
Malaysia
- Changes in valuation allowances		314.88			-0.1	%		592			0.8	%
- Foreign rate difference		-39.36			0.0	%		-74			-0.1	%
Income tax expense		-			-			-			-

~~F-12~~For the year ended December 31, 2025 and the period ended December 31, 2024, the cash paid for income taxes of the Company were nil.

~~JOCOM~~Deferred taxes ~~HOLDINGS~~of ~~CORP.~~the Company are as follows:

~~NOTES~~ SCHEDULE OF ~~TO CONSOLIDATED FINANCIAL STATEMENTS~~DEFERRED TAXES

FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

	For the year ended December 31, 2025 (Audited)			For the year ended December 31, 2024 (Audited)
Deferred tax assets
Net operating loss (NOL) carryforwards:
- Local		1,293,835			598,731
- Labuan		188,305			47,783
- Malaysia		-			11,253
Gross deferred tax assets		1,482,140			657,767
Less: Valuation allowance		(1,482,140	)		(657,767	)
Deferred tax assets		-			-

~~(Currency expressed in United States Dollars (“US$”), except for number of shares)~~F-14

6.JOCOM HOLDINGS ~~CASH AND CASH EQUIVALENTS~~CORP.

~~As at December 31, 2024, and December 31, 2023, the~~NOTES ~~Company~~TO ~~recorded~~CONSOLIDATED ~~cash~~FINANCIAL ~~and cash equivalents of $2,481 and $134 respectively which consists of cash on hand and bank balances.~~STATEMENTS

7.FOR THE ~~TRADE~~YEAR ~~RECEIVABLE~~ENDED DECEMBER 31, 2025 AND 2024

~~Trade~~(Currency expressed ~~receivable~~in ~~consisted~~United ofStates ~~the~~Dollars ~~following as of December 31~~(“US$”), ~~2024,~~except ~~and~~for ~~December~~number ~~31,~~of ~~2023.~~shares)

~~SCHEDULE~~12. RELATED OFPARTY ~~TRADE RECEIVABLE~~ TRANSACTIONS

	As of December 31, 2024 (Audited)		As of December 31, 2023 (Audited)
Trade receivable	$	-	$	80,373
Allowance for doubtful debts	$	-	$	(80,373	)
Total trade receivable	$	-	$	-

SCHEDULE OF RELATED PARTY TRANSACTIONS

As of December 31, 2024, trade receivable of $Nil.

	As of December 31, 2025		As of December 31, 2024
Jocom MShopping Sdn. Bhd.¹
- Revenue	$	-	$	6,000

Joshua Sew ²
- Director Allowance	$	3,531	$	-

Agnes Chua ²
- Director Allowance	$	699	$	-

Loke Weng Chan ³
- Director Allowance	$	2,954	$	-

Loke Yu ⁴
- Salary	$	55,510	$	-
- Consulting Fee	$	72,630	$	-
		128,140		-
Khoo Ghi Geok ⁵
- Accounting Fee	$	17,225	$	10,500

As of December 31, 2023, trade receivable of $80,373 which were related party transactions were netted off with allowance for doubtful debts of $80,373. The total outstanding balance for trade receivable is Nil.

¹		Mr. Joshua and Ms. Agnes, the Company Chief Executive Officer and Chief Financial Officer, are the directors of Jocom MShopping Sdn. Bhd. Mr. Joshua and Ms. Agnes resigned from all positions in the Company on August 22, 2025.

²		Mr. Joshua Sew and Ms Agnes Chua are the Company directors. Mr. Joshua and Ms. Agnes resigned from all positions in the Company on August 22, 2025.

³		Mr. Loke Weng Chan was appointed as the Company director on August 22, 2025.

⁴		Mr Loke Yu was appointed on March 1, 2025 as a consultant where he will be leading the Company’s long term acquisition strategies. Thereafter, Mr Loke Yu was appointed as Chief Executive Officer and Chief Financial Officer of the Company on August 22, 2025.

⁵		Ms. Khoo Ghi Geok purchased a total of 10,000 shares of common stock in the Initial Public Offering at a price of $1.00 per share on August 20, 2023.

~~The~~13. COMMITMENTS ~~amount~~AND ~~due from trade receivable is subject to normal trade credit term.~~CONTINGENCIES

8.As of ~~DEPOSITS~~December ~~AND~~31, ~~PREPAYMENT~~2025, and December 31, 2024, the Company has no commitments or contingencies involved.

~~Deposits and prepayment consisted of the following as of December 31, 2024, and December 31, 2023.~~F-15

~~SCHEDULE~~JOCOM HOLDINGS ~~OF DEPOSITS~~ CORP.

	As of December 31, 2024 (Audited)		As of December 31, 2023 (Audited)
Deposits		369		360
Prepayment		5,421		-
Total deposits and prepayment		5,790		360

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~As of December 31, 2024 and 2023, total deposits paid~~FOR ~~was~~THE ~~$369~~YEAR ~~and~~ENDED ~~$360~~DECEMBER ~~which mainly from the deposit of rental security and utilities for the increase of lease rental. The prepayment as of December~~ 31, ~~2024~~2025 ~~and~~AND ~~2023 was $5,421 and $Nil respectively.~~2024

~~F-13~~(Currency expressed in United States Dollars (“US$”), except for number of shares)

~~JOCOM~~14. CONCENTRATION ~~HOLDINGS~~OF ~~CORP.~~RISK

~~NOTES~~The Company TOis ~~CONSOLIDATED~~exposed ~~FINANCIAL~~to ~~STATEMENTS~~the following concentration of risk:

~~FOR~~(a) Major ~~THE YEAR ENDED DECEMBER 31, 2024 AND 2023~~customers

~~(Currency~~For the ~~expressed~~year inended ~~United~~December ~~States~~31, ~~Dollars~~2025 ~~(“US$”)~~and 2024, ~~except~~ the customers who accounted for ~~number~~10% or more of ~~shares)~~the Company’s revenue and its accounts receivable balance at year end are presented as follows:

9. SCHEDULE ~~OTHER~~OF ~~PAYABLES~~CUSTOMER ~~AND~~CONCENTRATION ~~ACCRUALS~~RISK

Other payables and accruals consisted of the following as of December 31, 2024, and December 31, 2023.

	For the year ended December 31, 2025							For the year ended December 31, 2024
	Revenue		Percentage of revenue			Account Receivable-Trade		Revenue		Percentage of revenue			Account Receivable-Trade

Customer A	$	-		-	%	$	-	$	6,000		25	%	$	-
Customer B	$	-		-	%	$	-	$	18,000		75		$	-
	$	-		-	%	$	-	$	24,000		100	%	$	-

~~SCHEDULE~~(b) Major ~~OF OTHER PAYABLES AND ACCRUALS~~ suppliers

	As of December 31, 2024 (Audited)		As of December 31, 2023 (Audited)
Other payables	$	52,127	$	94,469
Accruals	$	17,307	$	38,337
Total other payables and accruals	$	69,434	$	132,806

For the year ended December 31, 2025, and year ended December 31, 2024, there is no vendor who accounted for 10% or more of the Company’s purchase and the accounts payable balances at year end.

~~As of December 31, 2024, and 2023, other payables of $26,464 and $70,823 were related party balances. The amount~~(c) isCredit ~~unsecured, interest-free and repayable on demand.~~risk

10 Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. ~~AMOUNT~~The ~~DUE~~Company TObelieves ~~DIRECTORS~~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.

~~Amount due to directors consisted of the following~~(d) asExchange ofrate ~~December 31,2024, and December 31, 2023.~~risk

~~SCHEDULE~~The Company OFcannot ~~AMOUNT~~guarantee ~~DUE~~that TOthe ~~DIRECTORS~~ 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.

	As of December 31, 2024 (Audited)		As of December 31, 2023 (Audited)
Amount due to directors	$	6,019	$	3,457
Total amount due to directors	$	6,019	$	3,457

F-16

~~As of December 31, 2024 and 2023,~~JOCOM ~~the~~HOLDINGS ~~amount of $6,019 and $3,457 were mainly on behalf payment by directors~~CORP. ~~The amount is unsecured, interest-free and repayable on demand.~~

~~11.~~NOTES TO ~~INCOME~~CONSOLIDATED ~~TAXES~~FINANCIAL STATEMENTS

~~For~~FOR THE ~~the~~YEAR ~~year~~ENDED ~~ended~~DECEMBER ~~December~~ 31, ~~2024,~~2025 ~~the~~AND ~~local (United States) and foreign components of loss before income taxes were comprised of the following:~~2024

~~SCHEDULE~~(Currency expressed OFin ~~FOREIGN~~United ~~COMPONENTS~~States OFDollars ~~LOSS~~(“US$”), ~~BEFORE~~except ~~INCOME~~for ~~TAXES~~ number of shares)

	For the year ended December 31, 2024			For the year ended December 31, 2023
Tax jurisdictions from:
Local	$	(30,441	)		(90,563	)
Foreign, representing
- Labuan	$	101,427			(66,328	)
- Malaysia (other than Labuan)	$	(2,467	)	$	-
Profit/(Loss) before income tax	$	68,519			(156,891	)

15. SEGMENT INFORMATION

~~The~~ASC 280, ~~provision~~“Segment Reporting” establishes standards for ~~income~~reporting ~~taxes~~information ~~consisted~~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 ~~following:~~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.

~~SCHEDULE~~The Company OFhad ~~PROVISION~~no ~~INCOME~~inter-segment ~~TAXES~~ sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below:

		For the year ended December 31, 2024		For the year ended December 31, 2023
Current:
- Local	$	-	$	-
- Foreign		-		-
Income tax expense	$	-	$	-

SCHEDULE OF SEGMENT INFORMATION

~~The effective tax rate in the years presented is the~~By ~~result~~Business ~~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~~Unit: ~~United States Labuan and Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:~~

United States of America

	Investment Holding			Software Solution			Total
	For the year ended December 31, 2025
	Investment Holding			Software Solution			Total

Revenue	$	-		$	-		$	-
Cost of revenue		-			-			-
Depreciation and amortization	$	-		$	-		$	-
Net profit/(loss) before taxation	$	(697,641	)	$	(142,201	)	$	(839,842	)

Total assets	$	4,620		$	11,220		$	15,840

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of December 31, 2024, the operations in the United States of America incurred $598,731 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carry forwards begin to expire in 2041, if unutilized.

	Investment Holding			Software Solution		Total
	For the year ended December 31, 2024
	Investment Holding			Software Solution		Total

Revenue		-		$	24,000	$	24,000
Cost of revenue		-			-		-
Depreciation and amortization		-		$	-	$	-
Net loss before taxation	$	(35,445	)	$	103,964	$	68,519

Total assets	$	7,654		$	618	$	8,272

~~Labuan~~By Geography:

Under the current laws of the Labuan, Jocom Holdings Corp.is governed under the Labuan Business Activity Act, 1990. The tax charge for such company is based on 3% of net audited profit.

	US			Malaysia			Total
	For the year ended December 31, 2025
	US			Malaysia			Total

Revenue	$	-		$	-		$	-
Cost of revenue		-			-			-
Depreciation and amortization	$	-		$	-		$	-
Net profit/(loss) before taxation	$	(697,641	)	$	(142,201	)	$	(839,842	)

Total assets	$	4,620		$	11,220		$	15,840

Malaysia (Other than Labuan)

	US			Malaysia		Total
	For the year ended December 31, 2024
	US			Malaysia		Total

Revenue		-		$	24,000	$	24,000
Cost of revenue		-			-		-
Depreciation and amortization		-		$	-	$	-
Net loss before taxation	$	(32,978	)	$	101,497	$	68,519

Total assets	$	5,421		$	2,851	$	8,272

~~Under~~* ~~the~~Revenues ~~current~~and ~~laws~~costs ofare ~~Malaysia,~~attributed ~~JHC~~to ~~Digital~~countries ~~Sdn. Bhd. is governed under the Income Tax Act, 1967. The tax charge for such company is~~ based on ~~24%~~the location of ~~net audited profit~~customers.

~~F-14~~16. SUBSEQUENT EVENTS

~~JOCOM~~In accordance ~~HOLDINGS~~with ~~CORP~~ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2025 up through the date the Company issued the audited consolidated financial statements. During this period, there was no subsequent event that required recognition or disclosure.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~F-17

FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

12. RELATED PARTY TRANSACTIONS

SCHEDULE OF RELATED PARTY TRANSACTIONS

	As of December 31, 2024		As of December 31, 2023
Jocom MShopping Sdn. Bhd.1
- Revenue	$	6,000	$	24,000
Joshua Sew 2
- IT Advisory Fee	$	-	$	7,035
Khoo Ghi Geok 3
- Accounting Fee	$	10,500	$	14,000

1		Mr. Joshua and Ms. Agnes, the Company Chief Executive Officer and Chief Financial Officer, are the directors of Jocom MShopping Sdn. Bhd.
2		Mr. Joshua Sew is the Company Chief Executive Officer.
3		Ms. Khoo Ghi Geok purchased a total of 10,000 shares of common stock in the Initial Public Offering at a price of $1.00 per share on August 20, 2023.

13. COMMITMENTS AND CONTINGENCIES

As of December 31, 2024, and December 31, 2023, the Company has no commitments or contingencies involved.

14. CONCENTRATION OF RISK

The Company is exposed to the following concentration of risk:

(a) Major customers

For the year ended December 31, 2024 and 2023, the customers who accounted for 10% or more of the Company’s revenue and its accounts receivable balance at year end are presented as follows:

SCHEDULE OF CUSTOMER CONCENTRATION RISK

	For the year ended December 31, 2024							For the year ended December 31, 2023
	Revenue		Percentage of revenue			Account Receivable-Trade		Revenue		Percentage of revenue			Account Receivable-Trade
Customer A	$	6,000		25	%	$	-	$	24,000		100	%	$	-
Customer B	$	18,000		75	%	$	-	$	-		-		$	-
	$	24,000		100	%	$	-	$	24,000		100	%	$	-

(b) Major suppliers

For the year ended December 31, 2024, and year ended December 31, 2023, there is no vendor who accounted for 10% or more of the Company’s purchase and the accounts payable balances at year end.

F-15

JOCOM HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

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

(d) Exchange rate risk

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

15. SEGMENT INFORMATION

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the 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:

SCHEDULE OF SEGMENT INFORMATION

By Business Unit:

	Investment Holding			Software Solution		Total
	For the year ended December 31, 2024
	Investment Holding			Software Solution		Total
Revenue	$	-		$	24,000	$	24,000
Cost of revenue		-			-		-
Depreciation and amortization	$	-		$	-	$	-
Net profit/(loss) before taxation	$	(35,445	)	$	103,964	$	68,519
Total assets	$	7,654		$	618	$	8,272

	Investment Holding			Software Solution			Total
	For the year ended December 31, 2023
	Investment Holding			Software Solution			Total
Revenue		-		$	24,000		$	24,000
Cost of revenue		-			-			-
Depreciation and amortization		-		$	19,709		$	19,709
Net loss before taxation	$	(90,563	)	$	(66,328	)	$	(156,891	)
Total assets	$	-		$	496		$	496

By Geography:

	US			Malaysia		Total
	For the year ended December 31, 2024
	US			Malaysia		Total
Revenue	$	-		$	24,000	$	24,000
Cost of revenue		-			-		-
Depreciation and amortization	$	-		$	-	$	-
Net profit/(loss) before taxation	$	(32,978	)	$	101,497	$	68,519
Total assets	$	5,421		$	2,851	$	8,272

	US			Malaysia			Total
	For the year ended December 31, 2023
	US			Malaysia			Total
Revenue		-		$	24,000		$	24,000
Cost of revenue		-			-			-
Depreciation and amortization		-		$	19,709		$	19,709
Net loss before taxation	$	(90,563	)	$	(66,328	)	$	(156,891	)
Net profit/(loss) before taxation	$	(90,563	)	$	(66,328	)	$	(156,891	)
Total assets	$	-		$	496		$	496

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

16. SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2024 up through the date the Company issued the audited consolidated financial statements. During this period, there was no subsequent event that required recognition or disclosure.

F-16

Filing Compare · JOCOM HOLDINGS CORP.