UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT

JocomHoldings Corp.

(Exactname of registrant as specified in its charter)

Date:June 27, 2022

Unit No. 11-1, Level 11, Tower 3, Avenue 3
Bangsar South, No. 8 Jalan Kerinchi,
59200 Kuala Lumpur.

Issuer's telephone number: +6012 3399937

Company email: corporate@jocom.my

Approximatedate of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933, check the following box. |X|

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, pleasecheck the following box and list the Securities Act registration Statement number of the earlier effective registration statement forthe same offering. |_|

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.|_|

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.|_|

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

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. |_|

CALCULATIONOF REGISTRATION FEE

TheRegistrant hereby amends this Registration Statement (the “Registration Statement”) on such date or dates as may be necessaryto delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statementshall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the RegistrationStatement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Theinformation in this prospectus is not complete and may be changed. We may not sell these securities until the Registration Statementfiled with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not solicitingan offer to buy these securities in any jurisdiction where an offer or sale is not permitted. There is no minimum purchase requirementfor the offering to proceed. 

PRELIMINARY PROSPECTUS

Jocom HoldingsCorp.

6,500,000 SHARES OF COMMON STOCK

$0.0001 PAR VALUE PER SHARE

Prior to this Offering, no public market has existedfor the common stock of Jocom Holdings Corp. Upon completion of this Offering, we will attempt to have the shares quoted on the OTCQBoperated by OTC Markets Group, Inc. There is no assurance that the Shares will ever be quoted on the OTCQB.  To be quoted onthe OTCQB, a market maker must apply to make a market in our common stock.  As of the date of this Prospectus, we have not madeany arrangement with any market makers to quote our shares. Additionally, there is the possibility a market maker may not apply to makea market in our common stock. If this were to occur, your investment may be negatively impacted as you may be unable to sell your shares.

In this public offering we, “Jocom HoldingsCorp.” are offering 500,000 shares of our common stock and our selling shareholders are offering 6,000,000 shares of our commonstock. We will not receive any of the proceeds from the sale of shares by the selling shareholders. The offering is being made on a self-underwritten,“best efforts” basis.  There is no minimum number of shares required to be purchased by each investor. The shares offeredby the Company will be sold on our behalf by our Chief Executive Officer and Director, Mr. Sew Wen Chean, who is deemed to be an underwriterof this offering. The selling shareholders are also deemed to be underwriters of this offering. There is uncertainty that we will beable to sell any of the 500,000 shares being offered herein by the Company. Mr. Sew will not receive any commissions or proceeds forselling the shares on our behalf.  All of the shares being registered for sale by the Company will be sold at a fixed price of $1.00per share for the duration of the Offering. Additionally, all of the shares offered by the selling shareholders will be sold at a fixedprice of $1.00 for the duration of the Offering.

Assuming all of the 500,000 shares being offeredby the Company are sold, the Company will receive 500,000 in net proceeds. Assuming 375,000 shares (75%) being offered by the Companyare sold, the Company will receive 375,000 in net proceeds. Assuming 250,000 shares (50%) being offered by the Company are sold, theCompany will receive 250,000 in net proceeds. Assuming 125,000 shares (25%) being offered by the Company are sold, the Company will receive125,000 in net proceeds. There is no minimum amount we are required to raise from the shares being offered by the Company and any fundsreceived will be immediately available to us.

There is no guarantee that we will sell any ofthe securities being offered in this offering. Additionally, there is no guarantee that this Offering will successfully raise enoughfunds to further our Company's business plan going forward, and additional funding avenues may be necessary.

This primary offering will terminate upon theearliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effectivedate of this Prospectus, unless extended by our directors for an additional 90 days. We may however, at any time and for any reason terminatethe offering.

Our Chief Executive Officer and Director, Mr. Sew Wen Chean, will beselling shares of common stock on behalf of the Company simultaneously to selling shares of common stock in the Company from his ownpersonal account. A conflict of interest may arise as a result of Mr. Sew selling shares from his own personal account, and in sellingshares on the Company’s behalf. Currently, Sew Wen Chean owns and controls 19,000,000 shares of our common stock.

Our Chief Financial Officer, President, Secretary, Treasurer and Director,Ms. Chua Hwee Ping, will be selling shares of common stock on behalf of the Company simultaneously to selling shares of common stockin the Company from her own personal account. A conflict of interest may arise as a result of Ms. Chua selling shares from her own personalaccount, and in selling shares on the Company’s behalf. Currently, Chua Hwee Ping owns and controls 19,000,000 shares of our commonstock.

As of the date of this Registration Statement, our Directors, Sew WenChean, and Chua Hwee Ping, each control approximately 32.99% of the voting power of the Company.

All shares being offered pursuant to this Registration Statement willbe sold at a fixed price of $1.00 per share for the duration of the offering. The Company estimates the costs of this offering atabout $35,200. All expenses incurred in this offering are being paid for by the Company. For the duration of the offering any and allsellers of the shares being registered herein agree to provide this prospectus to potential investors in its entirety. 

The proceeds from the sale of the securities sold on behalf of theCompany will be placed directly into the Company’s account and or the account of one of its subsidiaries; any investor who purchasesshares will have no assurance that any monies, beside their own, will be subscribed to the prospectus. All proceeds from the sale ofthe securities are non-refundable, except as may be required by applicable laws.

We have no plans or intention to merge with an operating company. Noneof the Company’s shareholders or management have plans to enter into any agreement resulting in a change of control of the Company,subsequent to this offering.

The Company qualifies as an “emerging growth company” asdefined in the Jumpstart Our Business Startups Act, which became law in April 2012 and will be subject to reduced public company reportingrequirements.

THESE SECURITIES ARE SPECULATIVE AND INVOLVE AHIGH DEGREE OF RISK.  YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD THE COMPLETE LOSS OF YOUR INVESTMENT.  PLEASE REFERTO ‘RISK FACTORS’ BEGINNING ON PAGE 4.

NEITHER THE SECURITIES AND EXCHANGE COMMISSIONNOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

You should rely only on the information containedin this Prospectus and the information we have referred you to. We have not authorized any person to provide you with any informationabout this Offering, the Company, or the shares of our Common Stock offered hereby that is different from the information included inthis Prospectus. If anyone provides you with different information, you should not rely on it.

The following table of contents has been designedto help you find important information contained in this prospectus. We encourage you to read the entire prospectus. 

TABLEOF CONTENTS

Youshould rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securitiesand Exchange Commission. We have not authorized anyone to provide you with additional information or information different from thatcontained in this prospectus filed with the Securities and Exchange Commission. We take no responsibility for, and can provide no assuranceas to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our commonstock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as ofthe date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business,financial condition, results of operations and prospects may have changed since that date.

ThroughJune 30, 2023 all dealers that effect transactions in these securities, whether or not participating in this offering, may berequired to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when actingas underwriters and with respect to their unsold allotments or subscriptions.

 Thedate of this prospectus is June 27, 2022. 

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PROSPECTUSSUMMARY

In this Prospectus, “Jocom Holdings,”“the Issuer,” the “Company,” “we,” “us,” and “our,” refer to Jocom HoldingsCorp., unless the context otherwise requires. Unless otherwise indicated, the term ''fiscal year'' refers to our fiscal year ending December31st. Unless otherwise indicated, the term ''common stock'' refers to shares of the Company's common stock.

This Prospectus, and any supplement to this Prospectusinclude “forward-looking statements”. To the extent that the information presented in this Prospectus discusses financialprojections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statementsabout future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words suchas “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”,“expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-lookingstatements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differmaterially from such forward-looking statements. These include, among others, the cautionary statements in the “Risk Factors”section and the “Management’s Discussion and Analysis” section in this Prospectus.

This summary only highlights selected informationcontained in greater detail elsewhere in this Prospectus. This summary may not contain all of the information that you should considerbefore investing in our common stock. You should carefully read the entire Prospectus, including “Risk Factors” beginningon Page 4, and the financial statements, before making an investment decision.

The Company

Jocom Holdings Corp., a Nevada corporation (“theCompany”) was incorporated under the laws of the State of Nevada on January 8, 2021.

On January 8, 2021 Ms. Chua Hwee Ping was appointed President, Secretary,Treasurer and Director of the Company.

On 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 limitedcompany incorporated in Labuan, Malaysia. In consideration of the equity interests of Jocom Holdings Corp., Ms. Chua was compensated$100 USD.

On December 30, 2021 Ms. Chua Hwee Ping was appointed Chief FinancialOfficer of the Company.

On December 30, 2021 Mr. Sew Wen Chean was appointed Chief Executive Officerand Director of the Company.

We currently provide data analytic services that coverscustomer behaviour and predictive customer analysis to our client(s). Our in-house data analytic software solution, namely"JOCOM AI Smart Platform”, is developed by our CEO, Mr. Sew through his past experience in the software development andfresh grocery industry. Currently, we have only one client which is also deemed to be a related party, however we have plans toexpand our services to additional customers and those in other geographic regions in the future. Our current client is an e-commerceplatform operator located in Malaysia.

We have additional plans to expand our service offerings to cover thelogistic segment by developing a logistic prediction algorithm software. We plan for this software to take into accountseveral factors such as fleet availability, incoming orders, traffic condition etc. to create real-time simulation and provide thebest possible route and delivery option, thus increasing delivery efficiency and save cost.

At a later stage we intend to also develop our own mobile commerceplatform specializing in online grocery and shopping. Once our data analytic software and logistic algorithm matures, we believe wewould be able to provide an end-to-end platform that allows farmers, producers and manufacturers to connect directly with endconsumers, eliminating the intermediaries and inefficiencies along the supply chain. This is elaborated below in further detailunder the “Description of Business”.

We believe we need to raise $500,000 to execute ourbusiness plan over the next 12 months. The funds raised in this offering, even assuming we sell all the shares being offered, may beinsufficient to carry out our intended business operations.

We will receive all of the proceeds from the saleof 500,000 shares of our common stock and intend to use the proceeds from this offering to fund day to day operations, market our services,hire additional staff, and pay for ongoing reporting requirements. There is uncertainty that we will be able to sell any of the 500,000shares being offered herein by the Company. The expenses of this offering, including the preparation of this prospectus and the filingof this registration statement, estimated at about $35,200 are being paid for by the Company.

Our budgetary allocations may vary depending upon the percentage of proceedsthat we obtain from this offering. For example, we may determine that it is more beneficial to allocate funds toward securing potentialfinancing and business opportunities in the short terms rather than to conserve funds to satisfy continuous disclosure requirements fora longer period. During the 12 months following the completion of this offering, we intend to continue our current business plan andincrease our current level of operations.

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OurOffering

We have authorized capital stock consisting of 600,000,000shares of Common Stock, $0.0001 par value per share (“Common Stock”) and 200,000,000 shares of Preferred Stock, $0.0001 parvalue per share (“Preferred Stock”).

We have 57,600,000 shares of Common Stock and noshares of Preferred Stock issued and outstanding. Through this offering we will register a total of 6,500,000 shares. These sharesrepresent 500,000 additional shares of common stock to be issued by us and 6,000,0000 shares of common stock by our selling stockholders.We may endeavor to sell all 500,000 shares of common stock after this registration becomes effective. Upon effectiveness of this RegistrationStatement, the selling stockholders may also sell their own shares. The price at which we, the company, offer these shares is at a fixedprice of $1.00 per share for the duration of the offering. Additionally, all of the shares offered by the selling shareholders will alsobe sold at the same fixed price per share. There is no arrangement to address the possible effect of the offering on the price of thestock. We will receive all proceeds from the sale of our common stock but we will not receive any proceeds from the selling stockholders.

Our Chief Executive Officer and Director, Mr. Sew Wen Chean, will be sellingshares of common stock on behalf of the Company simultaneously to selling shares of common stock in the Company from his own personalaccount. A conflict of interest may arise as a result of Mr. Sew selling shares from his own personal account, and in selling shareson the Company’s behalf. Currently, Mr. Sew owns and controls 19,000,000 shares of our common stock.

 Mr. Sew will be able to sell his shares at any time during the durationof this offering. Regarding the sale of Mr. Sew’s shares, such shares will be sold at a fixed price of $1.00 for the duration ofthe offering. 

The proceeds from the sale of the securities sold on behalf of the Companywill be placed directly into the Company’s account and/or the account of one of its subsidiaries; any investor who purchases shareswill have no assurance that any monies, beside their own, will be subscribed to the prospectus. All proceeds from the sale of the securitiesare non-refundable, except as may be required by applicable laws.

As of the date of this Registration Statement, our Directors, Mr. SewWen Chean, and Ms. Chua Hwee Ping, each control approximately 32.99% of the voting power of the Company.

All shares being offered pursuant to this Registration Statement willbe sold at a fixed price of $1.00 for the duration of the offering. The Company estimates the costs of this offering at about $35,200.All expenses incurred in this offering are being paid for by the Company. For the duration of the offering any and all sellers of theshares being registered herein agree to provide this prospectus to potential investors in its entirety. 

We do not believe that we are deemed a “ShellCompany”. Currently, we do not have plans or intentions to engage in a merger or acquisition with an unidentified company,companies, entity or person. At this time, the company’s officers and directors, any company promoters, and or theiraffiliates do not intend for the company, once it is reporting, to be used as a vehicle for a private company to become a reportingcompany.”  

*The primary offering on behalfof the Company is separate from the secondary offering of the selling stockholders in that the proceeds from the sharesof stock sold by the selling stockholders will go directly to them, not the Company. The same idea applies if the Company approachesor is approached by investors who then subsequently decide to invest with the Company. Those proceeds would then go to the Company. Whomeverthe investors decide to purchase the shares from will be the beneficiary of the proceeds. None of the proceeds from the selling stockholder’swill be utilized or given to the Company. Mr. Sew will clarify for investors at the time of purchase whether the proceeds are going tothe Company or directly to himself.

*We will notify investors by filling a post-effectiveamendment to our registration statement that will be available for public viewing on the SEC Edgar Database of any such extension ofthe offering.

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Youshould rely only upon the information contained in this prospectus. We have not authorized anyone to provide you with information differentfrom that which is contained in this prospectus. We are offering to sell common stock and seeking offers to common stock only in jurisdictionswhere offers and sales are permitted.

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RISKFACTORS

Please consider the following risk factors and otherinformation in this prospectus relating to our business before deciding to invest in our common stock.

This offering and any investment in our common stockinvolves a high degree of risk. You should carefully consider the risks described below and all of the information contained in thisprospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financialcondition and results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, andyou may lose all or part of your investment.

We consider the following to be the material risksfor an investor regarding this offering. Our company should be viewed as a high-risk investment and speculative in nature. An investmentin our common stock may result in a complete loss of the invested amount.

An investment in our common stock is highly speculative,and should only be made by persons who can afford to lose their entire investment in us. You should carefully consider the followingrisk factors and other information in this report before deciding to become a holder of our common stock. If any of the following risksactually occur, our business and financial results could be negatively affected to a significant extent.

Risks Relating to Our Company and Our Industry

Our business operations may be materially andadversely affected by the outbreak of the Coronavirus (“COVID-19”).

An outbreak of respiratory illness caused by thenovel coronavirus, commonly referred as “COVID-19” emerged in late 2019 and has spread globally. The COVID-19 is consideredto be highly contagious and poses a serious public health threat. The World Health Organization labeled the COVID-19 outbreak as a pandemicon March 11, 2020, given its threat beyond a public health emergency of international concern the organization had declared on January30, 2020.

The epidemic has resulted in social-distancing restrictions,travel restrictions, and the temporary closure of stores and facilities during the past few months. The negative impacts of the COVID-19outbreak on our business include:

We are unable to accurately predict the impact thatthe COVID-19 will have due to various uncertainties, including the ultimate geographic spread of the virus, the severity of the disease,the duration of the outbreak globally, and effectiveness of the actions that may be taken by governmental authorities. Additionally,it is possible that we may face similar difficulties from future should there be, at any point, another global pandemic.

If we are unable to hire qualified personnel andretain or motivate key personnel, we may not be able to grow effectively.

Our future success depends on our continuing abilityto identify, hire, develop, motivate and retain skilled personnel for all areas of our organization. Competition in our industry forqualified employees is very intense. Our continued ability to compete effectively depends on our ability to attract new employees andto retain and motivate our existing employees.

Mr. Sew will be able to sell his shares at anytime during the duration of this offering. This may pose a conflict of interest since Mr. Sew is also selling shares on behalf of thecompany in this offering. It is possible that this conflict of interest could affect the ultimate amount of funds raised by the Company.This could negatively affect your investment.

Mr. Sew is going to sell shares on behalf of theCompany in this offering. Mr. Sew will be able to simultaneously sell shares of stock for his own accord that are registered for resalepursuant to this offering. This conflict of interest could divert Mr. Sew’s time and attention in selling shares on behalf of theCompany since he will also be able to sell his own shares. This could result in less capital raised by the company, and a lessened desirefor investors to purchase shares. As a result of this potential conflict of interest your investment could be adversely affected.

We have a limited operating history and face manyof the risks and difficulties which are frequently encountered by company in the developmental stage.

We are a development stage company, and to date,our development efforts have been focused primarily on the development of our business model. We have a limited operating historyfor investors to evaluate the potential of our business development. We have not built our client base and have only one client, whoalso happens to be a related party. In addition, we also face many of the risks and difficulties inherent in introducingour services. These risks include the ability to:

Our future will depend on our ability to bringour service to the market place and society, which requires proper and organized planning of providing a platform that is able tooffer a viable business solution, growth model and corporate development to the members in order to assist in their companies’growth and expansion as well as increase every member’s loyalty towards the Company. The results of our operations can also beaffected by our ability to enhance our services or to deliver consistent high-quality services to increase our competitivepresence.

If we are unable to compete successfully in ourmarket place, it will harm our business.

There are similar services in the marketplacethat compete with our core operating activities. Several of these competitors and potential competitors have longer operatinghistories, substantially greater service development capabilities and financial, commercial and marketing resources. Competitors andpotential competitors may also innovate services that are more effective or have other potential advantages compared to our serviceplan. In addition, research, development and commercialization efforts by others could render our services provided obsolete ornon-competitive. Certain of our competitors and potential competitors have broader services offerings and extensive client bases,allowing them to adopt aggressive pricing policies that would enable them to gain market share. Competitive pressures could resultin price reductions, reduced margins and loss of market share. We could encounter potential members that, due to existingrelationships with our competitors, are committed to services offered by those competitors. As a result, those potential members maynot consider utilizing our services.

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Our business and marketing plans may be unsuccessful,which means that we may not be able to continue operations as a going concern.

Our ability to continue as a going concern isdependent upon our generating cash flow that is sufficient to fund operations or finding adequate investment or borrowed capital tosupport our operations. To date we have relied entirely on equity financing from our shareholders to fund our operations. Ourbusiness and marketing plans may not be successful in achieving a sustainable business and in generating revenues. We have noarrangements in place for sufficient financing to be able to fully implement our business plan. If we are unable to continue asplanned currently, we may have to curtail some or all of our business plan and operations. In such case, investors will lose all ora portion of their investment.

We currently have been generating operating losses,and we may never achieve profitability.

We have had, and we expect to continue to have, lossesin the near term and will rely on capital funding or borrowings to fund our operations. To date, capital funding has been limited inamount. We cannot predict whether or not we will ever become profitable or be able to continue to find capital to support our developmentand business plan.

We will require additional capital in the future,which may not be available on terms acceptable to us, or at all.

Our future liquidity and capital requirements willdepend upon numerous factors, including the success of our offerings and market developments. We will to need to raise funds throughpublic or private financings, strategic relationships or other arrangements. There can be no assurance that such funding, will be availableon terms acceptable to us, or at all. Furthermore, any equity financing will be dilutive to existing stockholders, and debt financing,if available, may involve restrictive covenants that may limit our operating flexibility with respect to certain business matters. Iffunds are raised through the issuance of equity securities, the percentage ownership of our stockholders will be reduced, stockholdersmay experience additional dilution in net book value per share, and such equity securities may have rights, preferences or privilegessenior to those of the holders of our existing capital stock. If adequate funds are not available on acceptable terms, we may not beable to continue operating, develop or enhance our proprietary JOCOM IT system and Mobile Commerce Platform and, take advantage of futureopportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, operating resultsand financial condition.

We do not currently have a fully developed marketingplan, and as such we may not generate as much revenue as we anticipate.

Presently, we do not have a definitive marketingplan to acquire customers. It will take us time to develop a concrete marketing plan, and in the interim we will likely not be generatingsignificant revenue or, in a worst-case scenario, any revenue at all.

Our operating results may be variable, and thereforeour future prospects may be difficult for investors and analysis to assess.

Our operating results are likely to fluctuate significantlyin the future due to a variety of factors. Due to our limited operating history, we believe it will be difficult to accurately forecastour revenues and operating results in our market launch phases. Factors that may slow or harm our business or cause our operating resultsto fluctuate include the following:

• The market acceptance of, and demand for,our delivered services on financial ecosystem technology;

• Our inability to attract new clients and retainexisting clients’ loyalty at a reasonable cost;

• Changes in alternative technologies, industrystandards and clients’ preferences;

• Our inability to attract and retain key personnel;

• Economic conditions affecting our potentialclients;

• Extraordinary expenses such as litigation;and

• Our failure to penetrate into new and differentgeographical markets.

Any change in one or more of these factors, as wellas others, could cause our annual or quarterly operating results to fluctuate. Any change in one or more of these factors could reduceour gross margins in future periods.

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The economy of the Asia region in general mightnot grow as quickly as expected, which could adversely affect our revenues and business prospects.

Our business and prospects depend on the continuingdevelopment and expansion of the fresh grocery industry in the Asia region, which in turn depends upon the continuing growth of the economyof Asia in general, as well as product and service providers. We cannot assure you, however, that the Asia fresh grocery industry willcontinue to grow at the same pace as in the past.

Due to the fact that a small number of existingshareholders own a large percentage of the Company’s voting shares, future investors will have minimal influence over shareholderdecisions.

Existing management has significant share ownershipin the Company. As a result of such ownership concentration, our officers and directorswill have significant influence over the management and affairs of the Company and its business. It will also exert considerable, ongoinginfluence over matters subject to shareholder approval, including the election of directors and significant corporate transactions, suchas a merger, sale of assets or other business combination or sale of the Company. This concentration of ownership may have the effectof delaying, deferring, or preventing a change in control, impeding a merger, consolidation, takeover or other business combination involvingus, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, even ifsuch a transaction would benefit other shareholders.

Currency exchange rate fluctuations may increaseour costs.

The exchange rates between the U.S. dollar and non-U.S.currencies in which we conduct our business have and will likely fluctuate in the future. Any appreciation in the value of thesenon-U.S. currencies would result in higher expenses for our Company. We do not have any hedging arrangements to protect againstsuch exchange rate exposures.  

We lack risk management methods, our business,reputation and financial results may be adversely affected.

We currently do not have methods to identify, monitorand manage risks with respect to our financial ecosystem provider business model. If any of such risks were to materialize, our business,reputation, financial condition and operating results could be materially and adversely affected.

If our Officers and Directorleave the company prior to securing suitable replacements, we will be left without management and our business operations might needto be suspended or cease entirely all together.

We depend on the services of our CEO, Mr. Sew, andour CFO, Ms. Chua, who are responsible for making corporate decisions which have significant impact on our operations. The loss of theservices of our CEO and CFO could have an adverse effect on our business, financial condition and results of operations. There is noassurance that they will not leave the company or compete against us in the future, as we presently have no employment agreement withthem. In such circumstances, we may have to recruit qualified personnel with competitive compensation packages, equity participationand other benefits that may affect the working capital available for our operations. Our failure to attract additional qualified employeesor to retain the services of our CEO and CFO could have a material adverse effect on our operating results and financial condition. Wewill fail without appropriate replacements. 

Due to the fact that we are a publicly reportingcompany we will continue to incur significant costs in staying current with reporting requirements. Our management will be required todevote substantial time to compliance initiatives. Additionally, the lack of an internal audit group may result in material misstatementsto our financial statements and ability to provide accurate financial information to our shareholders.

Our management and other personnel will need to devotea substantial amount of time to compliance initiatives to maintain reporting status. Moreover, these rules and regulations, which arenecessary to remain as an SEC reporting Company, will be costly because an external third-party consultant(s), attorney, or firm, mayhave to assist us in following the applicable rules and regulations for each filing on behalf of the company.

We currently do not have an internal audit group,and we may eventually need to hire additional accounting and financial staff with appropriate public company experience and technicalaccounting knowledge to have effective internal controls for financial reporting. Additionally, due to the fact that our officers anddirector have limited experience as an officer or director of a reporting company, such lack of experience may impair our ability tomaintain effective internal controls over financial reporting and disclosure controls and procedures, which may result in material misstatementsto our financial statements and an inability to provide accurate financial information to our stockholders.

We will need to increase the size of our organization,and we may encounter difficulties managing our growth, which could adversely affect our results of operations.

We are currently a development stage company. Wewill need to effectively manage our managerial, operational, financial and other resources in order to successfully pursue expansion,development and commercialization effort. To manage any growth, we will be required to continue to improve our operational, financialand management controls, reporting systems and procedures and to attract and retain sufficient numbers of talented employees. We maybe unable to successfully manage the expansion of our operations or operate on a larger scale and, accordingly, may not achieve our expansion,development and commercialization goals.

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The recently enacted JOBS Act will allow the Companyto postpone the date by which it must comply with certain laws and regulations intended to protect investors and to reduce the amountof information provided in reports filed with the SEC.

The recently enacted JOBS Act is intended to reducethe regulatory burden on “emerging growth companies”. The Company meets the definition of an “emerging growth company”and so long as it qualifies as an “emerging growth company,” it will, among other things:

-be exempt from the provisions of Section 404(b)of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectivenessof its internal control over financial reporting;

-be exempt from the "say on pay” provisions(requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the "say on golden parachute”provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connectionwith mergers and certain other business combinations) of The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-FrankAct”) and certain disclosure requirements of the Dodd-Frank Act relating to compensation of Chief Executive Officers;

-be permitted to omit the detailed compensation discussionand analysis from proxy statements and reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)and instead provide a reduced level of disclosure concerning executive compensation; and

-be exempt from any rules that may be adopted bythe Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation or a supplement to theauditor’s report on the financial statements.

Although the Company is still evaluating the JOBSAct, it currently intends to take advantage of all of the reduced regulatory and reporting requirements that will be available to itso long as it qualifies as an “emerging growth company”. The Company has elected not to opt out of the extension of timeto comply with new or revised financial accounting standards available under Section 102(b)(1) of the JOBS Act. Among other things, thismeans that the Company's independent registered public accounting firm will not be required to provide an attestation report on the effectivenessof the Company's internal control over financial reporting so long as it qualifies as an “emerging growth company”, whichmay increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so longas it qualifies as an “emerging growth company”, the Company may elect not to provide certain information, including certainfinancial information and certain information regarding compensation of executive officers, which would otherwise have been requiredto provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate the Company. Asa result, investor confidence in the Company and the market price of its common stock may be adversely affected.

Notwithstanding the above, we are also currentlya “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-ownedsubsidiary of a parent company that is not a smaller reporting company and have a public float of less than $250 million and annual revenuesof less than $100 million during the most recently completed fiscal year. In the event that we are still considered a “smallerreporting company”, at such time are we cease being an “emerging growth company”, the disclosure we will be requiredto provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerginggrowth company” or a “smaller reporting company”. Specifically, similar to “emerging growth companies”,“smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exemptfrom the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms providean attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosureobligations in their SEC filings, including, among other things, being required to provide only two years of audited financial statementsin annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smallerreporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

We are an “emerging growth company”under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies willmake our common stock less attractive to investors.

We are an “emerging growth company,”as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable toother public companies that are not “emerging growth companies” including, but not limited to, not being required to complywith the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executivecompensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory voteon executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investorswill find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractiveas a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also providesthat an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) ofthe Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” candelay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosingto take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financialstatements may not be comparable to those of companies that comply with public company effective dates.

We will remain an “emerging growth company”for up to five years, although we will lose that status sooner if our revenues exceed $1.07 billion, if we issue more than $1 billionin non-convertible debt in a three-year period, or if the market value of our common stock that is held by non-affiliates exceeds $700million.

Security and privacy breaches in our proprietaryJOCOM IT system may expose us to additional liability and result in the loss of customers, either of which events could harm our businessand cause our stock price to decline.

Any inability onour part to protect the security and privacy of our proprietary JOCOM IT system could have a material adverse effect on our profitability.A security or privacy breach could:

We cannot assure you thatour use of applications designed for data security will effectively counter evolving security risks or address the security and privacyconcerns of existing and potential customers. Any failures in our security and privacy measures could have a material adverse effecton our business, financial condition and results of operations.

We could incursubstantial losses from employee fraud and, as a result, our business would suffer.

The nature of ourproprietary JOCOM IT system makes us vulnerable to employee fraud or other internal security breaches. We cannot assure you that ourinternal security systems will prevent material losses from employees’ fraud. Although we will take every reasonable effort toensure that employee fraud does not take place, we cannot make assurances that our efforts will be successful.

It ispossible that our proprietary Jocom Holdings Corp IT infrastructure might, without our consent, be used for illegal orimproper purposes, which could expose us to additional liability and harm our business.

Despite measureswe have taken to detect and prevent identify theft, unauthorized uses of credit cards and similar misconduct, our proprietary JocomHoldings Corp IT infrastructure remain susceptible to potentially illegal or improper uses. Despite measures we have taken to detectand lessen the risk of this kind of conduct, we cannot assure you that these measures will succeed. Our business could suffer if customersuse our system for illegal or improper purposes.

We may experiencebreakdowns in our proprietary Jocom Holdings Corp IT infrastructure that could damage customer relations and expose us to liability,which could affect adversely our ability to become profitable.

A system outage or dataloss could have a material adverse effect on our business, financial condition and results of operations. To operate our business successfully,we must protect our payment processing and other systems from interruption by events beyond our control. Events that could cause systeminterruptions include:

We may not protectour proprietary technology effectively, which would allow competitors to duplicate our proprietary Jocom Holdings Corp ITinfrastructure. This would make it more difficult for us to compete with them.

Our success and abilityto compete in our markets depend, in part, upon our proprietary technology. We rely primarily on copyright, trade secret and trademarklaws to protect our technology including the source code for our proprietary software, and documentation and other proprietary information.We cannot assure you that any of our patent applications will be granted or that if they are granted, they will be valid. A third partymight try to reverse engineer or otherwise obtain and use our technology without our permission, allowing competitors to duplicate ourproduct and services.

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RisksRelating to the Company’s Securities

We do not intend to pay dividends on our commonstock.

We have no intention to declare or pay any cash dividendon our capital stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future.

Our securities have no prior market and an activetrading market may not develop, which may cause our common stock to trade at a discount from the initial public offering price.

Prior to this offering there has been no public marketfor our common stock. The initial public offering price for our common stock will be determined through negotiations between us and therepresentatives of the underwriters and may not be indicative of the market price of our common stock after this offering. If you purchaseshares of our common stock, you may not be able to resell those shares at or above the initial public offering price. We cannot predictthe extent to which investor interest in us will lead to the development of an active trading market on or otherwise or how liquid thatmarket might become. An active public market for our common stock may not develop or be sustained after the offering. If an active publicmarket does not develop or is not sustained, it may be difficult for you to sell your shares of common stock at a price that is attractiveto you, or at all.

We may never have a public market for our commonstock or may never trade on a recognized exchange. Therefore, you may be unable to liquidate your investment in our stock.

There is no established public trading market forour securities. Our shares are not and have not been listed or quoted on any exchange or quotation system.

In order for our shares to be quoted, a market makermust agree to file the necessary documents with the National Association of Securities Dealers, which operates the OTCQB. In addition,it is possible that such application for quotation may not be approved and even if approved it is possible that a regular trading marketwill not develop or that if it did develop, will be sustained. In the absence of a trading market, an investor may be unable to liquidatetheir investment.

Even if our shares become publicly quoted,your shares may not be “free-trading”.

Investors should understandthat their shares of our common stock will not become “free-trading” merely because our Company is a publicly-quoted company.  Inorder for the shares to become “free-trading”, the shares must be registered, or entitled to an exemption from registrationunder applicable law.

There may be future sales of our securities orother dilution of our equity, which may adversely affect the market price of our common stock.

We are generally not restricted from issuing additionalcommon stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, commonstock. The market price of our common stock could decline as a result of sales of common stock or securities that are convertible intoor exchangeable for, or that represent the right to receive, common stock after this offering or the perception that such sales couldoccur.

A large number of shares issued in this offeringmay be sold in the market following this offering, which may depress the market price of our common stock.

A large number of shares issued in this offeringmay be sold in the market following this offering, which may depress the market price of our common stock. Sales of a substantial numberof shares of our common stock in the public market following this offering could cause the market price of our common stock to decline.If there are more shares of common stock offered for sale than buyers are willing to purchase, then the market price of our common stockmay decline to a market price at which buyers are willing to purchase the offered shares of common stock and sellers remain willing tosell the shares. All of the securities issued in the offering will be freely tradable without restriction or further registration underthe Securities Act.

We may issue shares of preferred stock in thefuture which may adversely impact your rights as holders of our common stock.

Our Certificate of Incorporation authorizes us toissue up to 200,000,000 shares of preferred stock. Accordingly, our board of directors will have the authority to fix and determine therelative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval.At this time we have no shares of preferred stock issued and outstanding.

Our preferred stock does not have any dividend, conversion,liquidation, or other rights or preferences, including redemption or sinking fund provisions. However, our board of directors could authorizethe issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right toreceive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares,together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferredstock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interestsin us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removalof management more difficult, which may not be in your interest as holders of common stock.

The costs to meet our reporting and other requirementsas a public company subject to the Exchange Act of 1934 and will be substantial, which may result in us having insufficient funds toexpand our business or even to meet routine business obligations.

As a public entity, subject to the reporting requirementsof the Exchange Act of 1934, we will continue to incur ongoing expenses associated with professional fees for accounting, legal and ahost of other expenses for annual reports and proxy statements. We estimate that these costs will range up to $32,500 per year for thenext few years and will be higher if our business volume and activity increases. As a result, we may not have sufficient funds to growour operations.

State Securities Laws may limit secondary trading,which may restrict the states in which and conditions under which you can sell Shares.

Secondary trading in our common stock may not bepossible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmationthat an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we failto register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, thecommon stock cannot be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of statesrefuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted.

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RisksRelating to this Offering 

Investors cannot withdraw funds once investedand will not receive a refund.

Investors do not have the right to withdrawinvested funds. Subscription payments will be paid to Jocom Holdings Corp., or a subsidiary of the Company, and held in ourcorporate bank account if the Subscription Agreements are in good order and the Company accepts the investor’s investment.Therefore, once an investment is made, investors will not have the use or right to return of such funds.

There is the risk that investors may lose theirinvestment.

If our securities are not eligible for initialquotation, or if quoted, are not eligible for continued quotation by the OTC Markets Group, or apublic trading market does not develop, purchasers of the shares of common stock may have difficulty selling or be unable to selltheir securities, rendering their shares effectively worthless and resulting in a partial or complete loss of their investment.

Our management will have considerable discretionin how we use the net proceeds from this offering, and no representation can be made that use of proceeds will generate material revenuesor materially improve our ability to further develop our services.

Our management will haveconsiderable discretion in how we use the net proceeds from this offering, and no representation can be made that use of proceeds willgenerate material revenues or materially improve our ability to further develop our services and our platform. We intend to use the netproceeds for working capital, general corporate purposes, construction of our platform and the costs of continuing disclosure compliance.  Evenif we generate material revenues, we currently plan to seek additional capital following this offering.  No assurance can begiven that any source of additional cash will be available to us. If no source of additional cash is available to us, we may have tosignificantly reduce the scope of our operations.

If an active, liquid trading market for our commonstock does not develop, you may not be able to sell your shares quickly or at or above the initial offering price.

There has not been a public market for our commonstock. An active and liquid trading market for our common stock may not develop or be sustained following this offering. The lack ofan active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable.The lack of an active market may also reduce the fair market value of your shares. An inactive market may also impair our ability toraise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologiesby using our shares as consideration. You may not be able to sell your shares quickly or at or above the initial offering price. Theinitial public offering price will be determined by negotiations with the representatives of the underwriters. This price may not beindicative of the price at which our common stock will trade after this offering, and our common stock could trade below the initialpublic offering price.

Our stock price may be volatile or may declineregardless of our operating performance, and you may not be able to resell your shares at, or above, the initial public offering priceand the price of our common stock may fluctuate significantly.

After this offering, the market price forour common stock is likely to be volatile, in part because our shares have not been traded publicly. In addition, the market price ofour common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:

• Changes in general economic or market conditionsor trends in our industry or the economy as a whole and, in particular, in the leisure travel environment;
• Changes in key personnel;
• Entry into new geographic markets;
• Actions and announcements by us or our competitorsor significant acquisitions, divestitures, strategic partnerships, joint ventures or capital commitments;
• Fluctuations in quarterly operating results,as well as differences between our actual financial and operating results and those expected by investors;
• The public’s response to press releasesor other public announcements by us or third parties, including our filings with the SEC;
• Announcements relating to litigation;
• Guidance, if any, that we provide to thepublic, any changes in this guidance or our failure to meet this guidance;
• Changes in financial estimates or ratingsby any securities analysts who follow our common stock, our failure to meet these estimates or failure of those analysts to initiateor maintain coverage of our common stock;
• The development and sustainability of anactive trading market for our common stock;
• Future sales of our common stock by our officers,directors and significant stockholders; and
• Changes in accounting principles.

These and other factors may lower the marketprice of our common stock regardless of our actual operating performance. As a result, our common stock may trade at prices significantlybelow the initial public offering price.

FINRA sales requirements may limit a stockholder’sability to buy and sell our stock.

FINRA has adopted rules that require that in recommendingan 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 effortsto obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretationsof these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for certaincustomers. FINRA requirements will likely make it more difficult for broker-dealers to recommend that their customers buy our commonstock, which may have the effect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers maybe willing to make a market in our common stock, reducing a stockholder’s ability to resell shares of our common stock.

We may be subject to the penny stock rules whichwill make shares of our common stock more difficult to sell.

We may be subject now and in the future to theSEC’s “penny stock” rules if our shares of common stock sell below $5.00 per share. Penny stocks generally are equitysecurities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure documentprepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealermust also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and itssalesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bidand offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writingprior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny stock rules require that priorto a transaction, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaserand receive the purchaser’s written agreement to the transaction. The penny stock rules are burdensome and may reduce purchasesof any offerings and reduce the trading activity for shares of our common stock. As long as our shares of common stock are subject tothe penny stock rules, the holders of such shares of common stock may find it more difficult to sell their securities.

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We are selling the shares of this offering withoutan underwriter and may be unable to sell any shares.

This offering is self-underwritten, which means thatwe are not going to engage the services of an underwriter to sell the shares. We intend to sell our shares through our Chief ExecutiveOfficer Mr. Sew, who will receive no commission. There is no guarantee that he will be able to sell any of the shares. Unless he is successfulin selling all of the shares of our Company’s offering, we may have to seek alternative financing to implement our business plan.

Shares sold by the selling shareholders may limitthe amount of proceeds raised in the primary offering

As the Company is only selling 500,000 of the 6,500,000shares being registered in this offering, this may result in competition between the Company and the Selling Shareholders who may offerto the same investor groups. As such, it may limit the amount the Company is able to raise in the primary offering.

We will require additional funding to satisfyour future capital needs, and future financing strategies may adversely affect holders of our common stock.

Our operations will require significant additionalfunding due to the absence of any meaningful revenues in the near future. We do not know whether additional financing will be availableto us on favorable terms or at all. To the extent we are successful in raising additional capital by issuing equity securities, our stockholdersare likely to experience substantial dilution. Any additional equity securities we issue may have rights, preferences or privileges seniorto those of existing holders of stock. To the extent that we raise additional funds through collaboration and licensing arrangements,we may be required to relinquish some rights to our technologies or product candidates, or grant licenses on terms that are not favorableto us. There can be no assurance that we will be able to obtain adequate capital funding in the future to continue operations and implementour strategy. As a result of these uncertainties, there is substantial doubt about our ability to continue as a going concern.

We will incur costs anddemands upon management as a result of complying with the laws and regulations affecting public companies.

We will incur significantlegal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reportingrequirements. We will also incur costs associated with corporate governance requirements, including requirements under the Sarbanes-OxleyAct, as well as new rules implemented by the SEC and the OTC Markets. Our executive officers and other personnel will need to devotesubstantial time to these rules and regulations. These rules and regulations are expected to increase our legal and financial compliancecosts and to make some other activities more time-consuming and costly. These rules and regulations may also make it difficult and expensivefor us to obtain directors' and officers' liability insurance. As a result, it may be more difficult for us to attract and retain qualifiedindividuals to serve on our board of directors or as executive officers of the Company, which may adversely affect investor confidenceand could cause our business or stock price to suffer.

We will incur ongoingcosts and expenses for SEC reporting and compliance. Without revenue, we may not be able to remain in compliance, making it difficultfor investors to sell their shares, if at all.

The estimated cost of this registrationstatement is about $35,200. After the effective date of this prospectus, we will be required to file annual, quarterly andcurrent reports, or other information with the SEC as provided by the Securities Exchange Act. We plan to contact a market makerimmediately following the close of the offering and apply to have the shares quoted on the OTCQB. To be eligible for quotation,issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenuesto cover the cost of these filings, which could comprise a portion of our available cash resources. The costs associated with beinga publicly traded company in the next 12 months will be approximately $32,500. If we are unable to generate sufficient revenues toremain in compliance it may be difficult for you to resell any shares you may purchase, if at all. Also, if we are not able to paythe expenses associated with our reporting obligations we will not be able to apply for quotation on the OTCQB.

The Company is electing to not opt out ofJOBS Act extended accounting transition period. This may make its financial statements more difficult to compare to other companies.

Pursuant to the JOBS Act of 2012, as an emerginggrowth company the Company can elect to opt out of the extended transition period for any new or revised accounting standards that maybe issued by the PCAOB or the SEC. The Company has elected not to opt out of such extended transition period, which means that when astandard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growthcompany, can adopt the standard for the private company. This may make comparison of the Company’s financial statements with anyother public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extendedtransition period difficult or impossible as possible different or revised standards may be used.

Emerging Growth Company

The recently enacted JOBS Act is intended to reducethe regulatory burden on emerging growth companies. The Company meets the definition of an emerging growth company and so long as itqualifies as an “emerging growth company,” it will, among other things:

Our company will continue to be an emerging growthcompany until the earliest of:

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TheCompany is electing to not opt out of JOBS Act extended accounting transition period. This may make its financial statements more difficultto compare to other companies.

Pursuantto the JOBS Act of 2012, as an emerging growth company the Company can elect to opt out of the extended transition period for any newor revised accounting standards that may be issued by the PCAOB or the SEC. The Company has elected not to opt out of such extended transitionperiod, which means that when a standard is issued or revised and it has different application dates for public or private companies,the Company, as an emerging growth company, can adopt the standard for the private company. This may make comparison of the Company’sfinancial statements with any other public company which is not either an emerging growth company nor an emerging growth company whichhas opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.

EmergingGrowth Company

Therecently enacted JOBS Act is intended to reduce the regulatory burden on emerging growth companies. The Company meets the definitionof an emerging growth company and so long as it qualifies as an “emerging growth company,” it will, among other things:

Ourcompany will continue to be an emerging growth company until the earliest of:

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SUMMARYOF OUR FINANCIAL INFORMATION

The following table sets forth selected financialinformation, which should be read in conjunction with the information set forth in the “Management’s Discussion and Analysis”section and the accompanying financial statements and related notes included elsewhere in this Prospectus.

Jocom Holdings Corp.

Consolidated Balance Sheet

As of December 31, 2021

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

(Audited) 

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JocomHoldings Corp.

ConsolidatedStatements of Operations and Comprehensive Loss

For the period ended December 31, 2021

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

(Audited) 

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MANAGEMENT’SDISCUSSION AND ANALYSIS

You should read the following “Management’s Discussion andAnalysis” in conjunction with the section inclusive of our financial statements and the related notes provided elsewhere in thisprospectus. This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations.Our actual results and the timing of selected events may differ materially from those anticipated in these forward-looking statementsas a result of various factors, including those we describe under “Risk Factors”, beginning above on page 4.

We make forward-looking statements in this Registration Statement, inother materials we file with the Securities and Exchange Commission (the “SEC”), or otherwise release to the public. In addition,our management might make forward-looking statements orally to analysts, investors, the media and others. Statements concerning our futureoperations, prospects, strategies, financial condition, future economic performance (including growth and earnings) and demand for ourservices, and other statements of our plans, beliefs, or expectations, including the statements contained in this section, regardingour future plans, strategies and expectations are forward-looking statements. In some cases, these statements are identifiable throughthe use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,”“plan,” “project,” “target,” “can,” “could,” “may,” “should,”“will,” “would” and similar expressions. We intend such forward-looking statements to be covered by the safeharbor provisions contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and in Section21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Results of operations for the year December31, 2021

Revenues

For the period ended December 31, 2021, the Companygenerated revenue income in the amount of $8,000. The revenue generated was a service fee paid by a client to carry out data analyticservices on the Southeast Asia online grocery market via our software solution we developed.

Cost of Revenue and Gross Profit

For the period from the Company’sdate of inception, January 8, 2021, to the period end of December 31, 2021, the Company did not have any cost of revenues. TheCompany generated gross profits in the amount of $8,000.00. 

Other income

From the Company’s date of inception,January 8, 2021, to the period end of December 31, 2021, the Company generated other income of $2,905 which was primarily gained fromforeign currency translation as a result of bank remittance of share subscriptions.  

Selling and Distribution Expenses

From the Company’s date of inception, January8, 2021 to the period end of December 31, 2021, the Company did not have any selling and distribution expenses.

General and Administrative Expenses

From the Company’s date of inception, January8, 2021, to the period end of December 31, 2021, the Company had general and administrative expenses in the amount of $137,354 whichwere primarily comprised of professional fees.

Net Loss

From the Company’s date of inception, January8, 2021, to the period end of December 31, 2021, the Company has incurred a net loss of $127,829. 

Liquidity and Capital Resources

As of December 31, 2021, we had $374,322 of cashand cash equivalents. We expect increased levels of operating activities going forward will result in more significant cash flows.

We depend substantially on financing activities toprovide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investmentsin connection with ongoing operations. From the Company’s date of inception, January 8, 2021, to the period end of December 31,2021, we have met these requirements primarily through sales of our common stock.

Cash Used in Operating Activities

From the Company's date of inception, January 8,2021, to the period end of December 31, 2021, net cash used in operating activities was $121,077, which was the result of our net lossattributable to general and administrative costs, and professional fees as well as accrued liabilities.

Cash Flows from Investing Activities

During the period ended December 31, 2021, we purchasedan intangible asset in the amount of $1.

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Cash Provided from Financing Activities

For the year ended December 31, 2021, and from theCompany’s date of inception, January 8, 2021, to the period ended 10 September, 2021, net cash provided by financing activitieswas $495,400 respectively and was the result of monies collected from the sales of our common stock.

On January 8, 2021, one of the founders of the Company,Ms. Chua, purchased 100,000 shares of restricted common stock of the Company at a par value of $0.0001 per share. The monies from thistransaction, which totaled $10, went to the Company to be used as initial working capital.

Between the 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 53,900,000shares 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 and went to the Company to be used as working capital.

Between the period of June 20, 2021 to July 20, 2021,the Company issued 2,300,000 shares of restricted common stock to 23 foreign parties, all of which do not reside in the United States.A total of 2,300,000 shares of restricted common stock were sold at a price of $0.10 per share. The total proceeds to the Company amountedto a total of $230,000 went to the Company to be used as working capital.

Between the period of July 25, 2021 to September10, 2021, the Company issued 1,300,000 shares of restricted common stock to 26 foreign parties, all of which do not reside in the UnitedStates. 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 Companyamounted to a total of $260,000 went to the Company to be used as working capital.

As of December 31, 2021 the Company has an issuedand outstanding common share of 57,600,000.

In regards to all of the above transactions we claiman exemption from registration afforded by Section 4(2) and/or Regulation S of the Securities Act of 1933, as amended ("RegulationS") for the above sales of convertible notes since the sales of the convertible notes were made to non-U.S. persons (as definedunder Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in theUnited States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.  

Plan of Operations

Over the course of the 12 months following thisoffering we plan to utilize any and all funds that we generate through the sale of company shares in several ways. The Company plansto allocate the bulk of the proceeds towards technical development of our analytic software, logistic algorithm and mobile commerceplatform. We intend to hire in-house IT developers to develop our software. We believe our founder, Mr.Sew, has the necessarytechnical knowledge to assess and screen qualified candidates on this matter.

We plan in the initial stage of our developmentto focus on enhancing the function of our data analytic software solution. We plan to enhance our AI engine architecture byexpanding its mandate to cover a wider input module, such as cart abandon algorithm, return to purchase algorithm, customerrepurchase prediction algorithm and trending product recommendation algorithm.

Our logistic algorithm will also be developed internally.We have plans to form an alliance with 3^rd party logistic providers (3PL) and integrate their operations with our logisticalgorithm and analytic software. We intend to expand into fleet services once we are able to handle the fulfillment internally.

We also plan to develop our own mobile commerce platformlater. Our app development will cover both Android and IOS operating systems. For vendors and suppliers acquisition we will start withthe Malaysian market and expand towards the South East Asian market later. For user acquisition we plan to explore omni-channel marketingoptions through different social medias such as Twitter, TikTok and Facebook, to do a marketing campaign.

We anticipate our technology infrastructure willbe developed in-house over a time span of 18-24 months and that it will not be dependent or outsourced to third party softwaredevelopers. Currently, development for software architecture and AI Platform has not been initialized yet. We expect to have a teamof 5-8 full time IT developers by the end of first year. Our technology infrastructure, which will include key features such asuser-friendly customer interface, inventory, accounting, analytics, online payment, logistics and reward points management are beingsupported by algorithms, which we believe, allow paperless and seamless integration with supply chains of products and delivery ofproducts, to the extent that delivery of goods to customer and supply of goods from vendors will be carried out efficiently in thesame delivery round trip.

The Company’s representative and operatingoffice is set up in Malaysia with address of Unit No. 11-1, Level 11, Tower 3, Avenue 3 Bangsar South, No. 8 Jalan Kerinchi, 59200 KualaLumpur. The company will need funds to conduct daily operations and carry out IT development. The expenditure of these funds will bean ongoing process throughout the 12 months following this offering and availability of funds, at this point in time, has not been entirelyidentified and will depend upon the number of shares we can sell.

Funds for day-to-day operations will be determinedin the future and as our business progresses, but we anticipate this money will be utilized all throughout the year for various businessexpenses that cannot, at this time, be fully determined. We will also allocate some of our proceeds towards hiring additional staff.This will occur, we anticipate, no sooner than 6 months subsequent to the offering, as we anticipate that is the time when we will requireadditional staff.

With the sole exception of our offering expenses,all of the uses for the proceeds we hope to generate through the sale of our shares will remain the same, but the scale upon which theyare implemented will vary. As a result, if we are not able to allocate enough funds towards our operating initiatives in the next 12months, the results of our operations may materially suffer.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Going Concern Uncertainties

The accompanying financial statements have been preparedusing the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in thenormal course of business.

As of December 31, 2021, the Company suffered operatinglosses and had a net loss of $127,829. The continuation of the Company as a going concern through December 31, 2021, is dependent uponimproving the profitability and the continuing financial support from its stockholders. Management believes the existing shareholdersor external financing and revenue generated by offering our financial services to company will provide the additional cash needed tomeet the Company's obligations as they become due.

These and other factors raise substantial doubt aboutthe Company’s ability to continue as a going concern. The financial statements included herein do not include any adjustments toreflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilitiesthat may result in the Company not being able to continue as a going concern.

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INDUSTRYOVERVIEW

This section includes market and industry data thatwe have developed from publicly available information, various industry publications and other published industry sources and our internaldata and estimates. Although we believe the publications and reports are reliable, we have not independently verified the data. Our internaldata, estimates and forecasts are based upon information obtained from trade and business organizations and other contacts in the marketin which we operate and our management’s understanding of industry conditions.

As of the date of the preparation of this section,these and other independent government and trade publications cited herein are publicly available on the Internet without charge. Uponrequest, the Company will also provide copies of such sources cited herein.

Fresh Grocery Market – South East Asia

It is estimated that Southeast Asia’sgrocery market will be worth $475 billion by 2025, as grocery remains a huge underpenetrated market in Southeast Asia and most ofthe leading food delivery players, such as Grab, Gojek, foodpanda, Line Man etc. are trying to capitalize on this gap. The grocerymarket is more than 3.7 times that of food delivery but the online penetration in Southeast Asia is less than 1%.^[1]

Indonesia’s grocery market could be worth $169billion in 2022 - up from US$140.2 billion in 2019, a retail industry consultancy has suggested. The compound annual growth rate of 5.2per cent over two years, as forecast by research firm IGD, would make Indonesia the world's 13th-largest grocery market.^[2]

The food and grocery market are the largest sectorin the Malaysian retail industry, accounting for 51.2% of total retail sales, and is projected to grow the fastest at 10.1% CAGR during2017-2022.^[3]

Makeshopping social

With 64% ofAsia’s adult population regularly using mainstream social media networks, the fastest-growing retailers are those who have fullyembraced the new era of social shopping. Although Asia’s social media landscape is relatively different to European and US markets,the basic premise remains the same. Consumers are connected by an extensive network of information and digital content which retailerscan use to influence their behaviour and build trust. Whether it’s collecting customer insights from social media activity or analyzingloyalty data from purpose-built apps, retailers can unlock the power of social shopping to deliver personalized andtargeted promotions.^[4]

Online Marketplace

The continued rise of the digital consumer is apparentwhen looking at Southeast Asian countries. Millions of offline shoppers became internet users and, eventually, digital consumers. Onaverage, Southeast Asians spend 2.5 hours a month online shopping on two of the region’s major eCommerce sites. The SoutheastAsian region offers massive e-commerce growth opportunities, making it a very attractive market for global and local companies.^[5]

Online grocery purchases have started to see greatermainstream adoption. Between 35% and 43% of digital consumers now go online for packaged groceries, fresh groceries, and non-alcoholicdrinks^[11]. These categories are also the most frequently purchased ones in the past three months. In particular, digitalconsumers purchased groceries online up to 8.4 times and non-alcoholic drinks up to 6.6 times within the three months before the survey.^[6]

AI Data Analytic Market – South East Asia Market

Figure 1: AI has the potential toadd $1 trillion to the region’s GDP

Studies reveal that AI can have a strong overall impact: a10 to 18 percent GDP uplift across Southeast Asia by 2030, equivalent to nearly $1 trillion as above (see Figure 1 above).

Figure 2: Southeast Asia’s top5 sector will benefit from AI growth

Source: Kearney analysis

Regional governments have started to recognize how importantAI is to their economies. Singapore launched its National AI Strategy in 2019, and Malaysia and Indonesia are expected to follow suitthis year. As AI continues to evolve, it will transform Southeast Asia’s top five sectors as above (see Figure 2 above).^[7]

Southeast Asia is one of the fastest growing digital economiesin the world. The number of digital consumers in Southeast Asia nearly tripled between 2015 and 2018, growing from 90 million in 2015to 250 million in 2018 to more than 300 million by the end of 2020. The COVID-19 pandemic has accelerated this trend. According to recentestimates, the acceleration in digital consumer growth supposed to occur between 2020 and 2025 took place in only one year, as individuals,consumers, and companies continue to move activities online.^[8]

The Artificial Intelligence (AI) Market in Agriculture was valued at USD766.41 million in 2020 and is expected to reach USD 2468.02 million by 2026, at a CAGR of 21.52% over the forecast period 2021 - 2026.Driverless tractor is trending in market as these tractors can steer automatically using GPS-based technology, lift tools from the ground,recognize the boundaries of a farm, and can be operated remotely using a tablet. A fleet of smaller automated tractors could lift farmerrevenue by more than 10 percent and can reduce farm labor costs.^[9]

The Covid-19 pandemic forced a suspension in the global logistic due tothe strict movement order, resulting a inadequate distribution in the daily groceries. Till mid-2021, estimated that there are between720 and 811 million people went hungry in 2020. Yet the data shows that the grocer generated 288,966 tons of food waste, which is 27.1percent higher in 2017.^[10]

Logistic Market – Global Market

A measure in the Logistics Managers’ Index that tracks overall logisticsprices, including transportation, warehousing and inventory prices, reached a record in November 2021, up 3.4% from October and a 14%increase year-over-year.^[11]

Yet according to the data, logistics costs can amount to 25% of deliveredcosts in some developing economies, while they can go as low as 8% in advanced economies. This is mainly attributable to a diversityof infrastructure conditions as well as functions in the logistic management.^[12]

The research suggests that the biggest challenge facing grocery retailerstoday is the low profitability of their online business, mainly driven by the high cost of expanding online delivery operations.^[13]

A developed logistic system, which automate the warehouse process frommaking an order and delivering it to a customer’s door, will greatly reduce the operating costs. Each of the goods that are beingreceived needs to be updated in the system and tracked with their time of arrival and the location from which it has been sent.^[14]

Thus, the vendors will adopt an off-the-shelf shipping solution that representsoperating with low stock keeping unit (SKU) where daily groceries, goods, or even labour are scheduled to arrive or be replenished exactlywhen, or shortly before, they are needed to ship.^[15]

Direct to Consumers(D2C) – South EastAsia Market

Direct-to-consumer (D2C) e-commerce currently presents the best opportunityfor innovative brands to build direct relationships with their customers. D2C refers to the practice of selling a product directly tothe consumer via a company’s own web store, thus bypassing third-party retailers or wholesalers. For companies, building D2C e-commercecapabilities allows to directly interact with end-consumers, which helps steer brand strategy and innovation based on real-time consumerinsights. These insights can help a company answer consumer needs directly, thereby maximizing both consumers’ commitment to thebrand and their lifetime value. In the competitive landscape, D2C can act as a defensive measure in the long term, but also allows forimmediate share gain: it means the company is less reliant on e-giants like Amazon and Rakuten, and creates an opportunity to capturea larger part of the growing online market.^[16]

Growth in eCommerce during COVID, coupled with evolving consumer habits,is transforming the D2C market. According to PwC data, D2C currently represents roughly 15% of e-commerce penetration globally. In southeastAsia this is set to grow rapidly. While online purchasing in the region has been slower to catch on, new technologies, new platforms,and changing consumer expectations are accelerating the process. Internet penetration, digital payment and consumer trust in ecommerceall rose significantly in 2020. The region’s online industry is poised to triple to $309 billion in gross merchandise value by2025.^[17]

^[1] https://thelowdown.momentum.asia/food-delivery-in-southeast-asia-sustains-30-growth-in-2021/

^[2] https://www.businesstimes.com.sg/asean-business/indonesia-grocery-market-to-hit-us169b-in-2022-but-traditional-retailers-may-lose

^[3] Food& grocery Retailing in Malaysia, Market Shares, Summary and Forecasts to 2022 - https://www.researchandmarkets.com/reports/4720315/food-and-grocery-retailing-in-malaysia-markethttps://thelowdown.momentum.asia/food-delivery-in-southeast-asia-sustains-30-growth-in-2021/ 

^[4] EmergingTrends in the Asian Grocery Market - https://iss.kognitiv.com/resources/emerging-trends-in-the-asian-grocery-market/

^[5] ExploringSoutheast Asia’s online grocery delivery market - https://techcollectivesea.com/2019/05/13/southeast-asia-online-grocery-delivery/

^[6] DigitalConsumers of Tomorrow, Here Today - https://www.bain.com/globalassets/noindex/2020/facebook_and_bain_and_company_report_digital_consumers_of_tomorrow_here_today.pdf

^[7]Racing toward the future: artificial intelligence in Southeast Asia

https://www.kearney.com/digital/article/-/insights/racing-toward-the-future-artificial-intelligence-in-southeast-asia

^[8] ArtificialIntelligence in South East Asia: Upskilling and Reskilling to Narrow Emerging Digital Divides in the Post-Pandemic Recovery

https://repository.library.georgetown.edu/bitstream/handle/10822/1061298/GJAA_AjmoneMarsan.pdf?sequence=1

^[9] ARTIFICIALINTELLIGENCE (AI) MARKET IN AGRICULTURE - GROWTH, TRENDS, COVID-19 IMPACT, AND FORECASTS (2022 - 2027)

https://www.mordorintelligence.com/industry-reports/ai-in-agriculture-market

^[10] SupermarketsDig into the Challenge of Food Waste

https://foodprint.org/blog/supermarkets-food-waste/#:~:text=Grocery%20Gains%20(and%20Losses)&text=Their%202020%20data%20shows%20that,composting%20facilities%20and%20anaerobic%20digesters

^[11] Shippingand Logistics Costs Are Expected to Keep Rising in 2022 - https://www.wsj.com/articles/shipping-and-logistics-costs-are-expected-to-keep-rising-in-2022-11639918804

^[12] LogisticsCosts and Economic Development - https://transportgeography.org/contents/chapter7/logistics-freight-distribution/logistics-costs-economic-development/

^[13] Whysupermarkets are struggling to profit from the online grocery boom - https://www.ft.com/content/b985249c-1ca1-41a8-96b5-0adcc889d57d

^[14] WhatIs Warehouse Management System & How It Works? - https://ithinklogistics.com/blog/what-is-warehouse-management-system-how-it-works/

^[15] Whatis Warehouse Management? How to Get the Most From a Warehouse Management System - https://www.shipbob.com/blog/warehouse-management/

^[16] Directto consumer e-commerce: making the breakthrough

https://www.mckinsey.com/business-functions/growth-marketing-and-sales/our-insights/the-six-must-haves-to-achieve-breakthrough-growth-in-e-commerce-d2c

^[17] The“Full-funnel Value” of eCommerce in Asia

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FORWARDLOOKING STATEMENTS

Thisprospectus contains forward-looking statements that involve risk and uncertainties. We use words such as “anticipate”, “believe”,“plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-lookingstatements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of managementas of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statementsfor many reasons, including the risks faced by us as described in the “Risk Factors” section and elsewhere in this prospectus.

DESCRIPTIONOF BUSINESS

CorporateHistory

Jocom Holdings Corp., a Nevada corporation (“theCompany”) was incorporated under the laws of the State of Nevada on January 8, 2021.

On January 8, 2021 Ms. Chua Hwee Ping was appointed President, Secretary,Treasurer and Director of the Company.

On January 8, 2021, the Company issued 100,000 sharesof restricted common stock, with a par value of $0.0001 per share, to Ms. Chua in consideration of $10. The $10 in proceeds went to theCompany to be used as working capital. Ms. Chua currently serves as our Chief Financial Officer, President, Secretary, Treasurer andas a member of our Board of Directors.

On 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 limitedcompany incorporated in Labuan, Malaysia. In consideration of the equity interests of Jocom Holdings Corp., Ms. Chua Hwee Ping was compensated$100 USD.

For the year ended December 31, 2021 and fromthe Company’s date of inception, January 8, 2021 to the period ended September, 10, 2021, net cash provided by financingactivities were $495,400 and were the result of monies collected from the sales of our common stock.

On January 8, 2021, our President and Director,Ms. Chua, purchased 100,000 shares of restricted common stock of the Company at a par value of $0.0001 per share. The monies fromthis transaction, which totaled $10, went to the Company to be used as initial working capital.

Between the 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 53,900,000shares 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 and went to the Company to be used as working capital.

Between the period of June 20, 2021 to July 20, 2021,the Company issued 2,300,000 shares of restricted common stock to 23 foreign parties, all of which do not reside in the United States.A total of 2,300,000 shares of restricted common stock were sold at a price of $0.10 per share. The total proceeds to the Company amountedto a total of $230,000 and went to the Company to be used as working capital.

Between the period of July 25, 2021 to September10, 2021, the Company issued 1,300,000 shares of restricted common stock to 26 foreign parties, all of which do not reside in the UnitedStates. 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 Companyamounted to a total of $260,000 and went to the Company to be used as working capital.

As of December 31, 2021 the Company has57,600,000 shares of common stock issued and outstanding.

On December 30, 2021 Ms. Chua Hwee Ping was appointed Chief FinancialOfficer of the Company.

On December 30, 2021 Mr. Sew Wen Chean was appointed Chief Executive Officerand Director of the Company.

Business Information

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

Note: The purpose of the Labuan, MalaysiaCompany is to function as the current regional hub, carrying out the majority of physical operations of the Company. It is ourintent that our services will cover the whole of mainland of Malaysia initially. The Labuan company is part of our internationalbusiness structure that encompasses our expansion plans and provides other trade and tax benefits. 

Data Analytic Software Solution

In recentyears, an immense digitization trend has taken hold in the grocery industry. Technology is able to solve the age-old problem of spoilageand overstocked shelves, as well as empty racks and disgruntled customers. Suppliers and vendors are resorting to technologies to analyzepatterns and relationships to improve their sales and reduce wastages.^[18]

Jocom Holdings Corp currentlyprovides data analytic services that covers customer behaviour and predictive customer analysis through our in-house data analyticsoftware solution. Using data provided by our clients, and publicly available information, we are able to predict future demand andintelligently manage replenishment. We are able to assist clients in reducing costs caused by items taking up unnecessary shelfspace or going to waste regularly. In addition, we believe we are capable of producing reports and analyticsthat help brands have more efficient production cycles and optimize production and manufacturing for sectors such as freshgroceries and Fast-Moving Consumer Goods (FMCG) products.

Our present client, who is a relatedparty, is an e-commerce platform operator located in Malaysia, although we intend to provide services to more customers and thosein other geographic regions in the future.

At present, all plans pertaining to thefuture 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.

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“Logistic Predictive Algorithm”

Anew study released by Wynshop (formerly ThryveAI), a leader in digital commerce for local store-based retailers, says that the biggestchallenge facing grocery retailers today is the low profitability of their online business, with 86% of grocers indicating that theyare dissatisfied with their online profitability.^[19] Thestudy mentioned that 59% of grocers’ third-party delivery partnerships are unprofitable, highlighting an area of inefficienciesthat plagued both grocers and 3PL.

We have additional plans to expand ourdata analytic software solution to cover the logistic business and develop an in-house logistic prediction algorithm software that wouldcreate real-time simulation and increase delivery efficiency progressively over time.

We intend to use delivery within24-hours as one of several selling points. We believe that we can achieve this working model by developing our in-house logisticprediction algorithm software that will link with the back-end system of our delivery partner.

At present, all plans pertaining to thecreation of Logistic Predictive Algorithm are in development and we cannot state with any certainty how much time, capital, or otherresources will be required to complete development of a Logistic Predictive Algorithm.

“JOCOM Mobile Commerce Platform”

Traditionally,manufacturers were at the mercy of selling via wholesalers and retail chains, as it was extremely difficult to reach the end consumerdirectly if they went independently. Nonetheless, with the emergence of e-commerce platforms like Shopify, WooCommerce, and marketplaceslike Amazon and Etsy, entrepreneurs have opened their own stores and thus began D2C manufacturing or Factory-to-Consumer (F2C).^[20]

The mission of our company is to addressand develop solutions that impact the lives of both consumers and businesses through m-commerce technology. We intend to provide a totalintegrated solution that protects both consumers and vendors. Jocom Holdings Corp will be able to provide a convenient way toassist traditional businesses by providing a platform utilizing the latest technology to rural farmers, traders and vendors with affluentconsumers via e-commerce. This will greatly increase the margins of producers and subsequently remove intermediaries and inefficienciesalong the supply chain line, enabling transfer of value directly from point-to-point. Customers will be able to shop for items in theircomfort zone by browsing through different categories or using the search function bar and making payments through credit cards and majorinternet payment gateway solutions.

We intend to eventually develop into afull-fledged m-commerce (Mobile commerce) platform specialized in online groceries and shopping. We intend for products ordered throughour grocer app to be delivered within 24 hours to customers’ doorsteps. We aim to create a logistic business internally that handlespacking and delivery for quality control. During the initial phase of our operations, we will outsource this process to a delivery partneruntil our internal logistic software is ready and we are able to handle the fulfillment internally.

Our platform modules will include products,sales, marketing, reports, inventory, logistics, data analytics engine, users, payment, GPS, auto accounting system, app engine and AIplatform. We intend that our grocery e-modules will able to integrate with other e-commerce platforms to sell our specialty, namely AsianGroceries, to other SEA and International countries via a cross border logistic integration.

Marketing

Our current marketing plans are stillat 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 awarenessof our brand. We will also expand our offerings to include other categories such as healthy snacks and organic food.

The Company will position itselfto market with a mobile e-commerce application that includes the ability to check stock in local stores, or sending push notificationswhen users get within a certain range of a local warehouse to be able to target them with personalized offers.

The Company plans to focus its intentionon cultivating a positive customer experience by managing both orders and returns. Features such as delivery and returns tracking willbe integrated to give users more control and engagement with the buying process. We believe that creating membership and loyalty rewardsoptions will also keep customer coming back.

The Company intendsto integrate and build machine learning into the sales platform, allowing it to track behavior and predict user needs,simultaneously boosting Jocom Holdings Corp's sales and improving the customerexperience.

Positioning Jocom Holdings Corp as anenvironment and or health-conscious brand would be a strong differentiator in the market, since it is our opinion the competitionhas not universally adopted this strategy.

Competition

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

Future Plans

Our immediate plans for the future are comprisedof continued development of our m-commerce platform, which we anticipate will take 18-24 months to complete.

Jocom Holdings Corp mobile grocery storeintends to offer more than 20,000 products from Asia and the region, which would place it among the top online grocery platformswith what we believe to be, one of the widest range of product offerings. It should be noted however, that this is speculative andthere is no guarantee of success. We believe that our future customers will enjoy delivery of groceries within 24 hours, withassurance of freshness and quality, and that they will only have to pay a one-time delivery fee for supplies from various merchantsi.e. customers only have to pay once and receive goods in one single delivery. Again these plans and sentiments are speculative, andit is possible that we may need to change our business strategy, sentiment, of plans at any point in time to remain competitive orprofitable.

20,000 products SKU (stock-keeping unit) will bean objective and KPI (key performance indicator) upon commencing operations. We will target 1,000 SKU by the first year andgradually increase to 20,000 SKU by year 2025. Despite the ongoing pandemic and countries’ border controls, joining roadshowsand expos such as EXPO 2020 DUBAI were actions we have taken to collaborate with the Asian groceries industry players for ouronboarding process. We believe that through these activities that we currently have access to more than 1,000 manufacturers and foodproducers from the event for future onboarding process. While speculative in nature, and while it may not lead to any businessdevelopments, we are also currently working with Malaysia’s Import and export government body to host such events for us toidentify more local suppliers. We aim to be a full-fledged warehousing grocery platform without a physical shop.

For the first quarter, we intend to execute as perour business plan, set KPI and objectives, structure our platform and integrate our software with our partners.

For the second quarter, we plan to setup marketing andadvertisement structures; hire marketing and business development employees; expand our software development team.

By the third and fourth quarter we intend to focus on tweaking our platformto allow more SKU to list on our platform, generate more revenue by encouraging more transactions and campaigns.

Employees

Our company consists of two employees whichincludes our founder and Chief Executive Officer Mr. Sew, and our co-founder & Chief Financing Officer, Ms. Chua. Currently, allof our employees, Officers and/or Directors have the flexibility to work on our business up to 30 hours per week, but are prepared todevote more time if necessary. As our business and operations increase, we plan to hire full time management, technical and administrativesupport personnel. Our CEO, Mr. Sew, who graduated with a Computer Science degree and has more than 20 years of extensive experiencein IT and software development, will be the key officer developing our technology infrastructure. We are in the midst of architectingthe software blueprint. Once that is done, we will start hiring staff for programming the software from scratch.

We 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 nopersonal benefits available to our employees, Officers and/or Directors.

^[18] https://www.acosta.com/news/new-acosta-report-details-the-evolving-impact-of-covid-19-on-consumer-behavior

^[19]https://www.supermarketnews.com/online-retail/digital-sales-soar-profits-are-concern-grocery-retailers

^[20]https://katanamrp.com/blog/trends-and-predictions-small-manufacturers/

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USEOF PROCEEDS

Our offering is being made on a self-underwrittenbasis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $1.00. The followingtable sets forth the uses of proceeds assuming the sale of 100%, 75%, 50% and 25% of the securities offered for sale by the Company.There is no assurance that we will raise the full $500,000 as anticipated.

If 500,000 shares (100%) are sold: 

Next 12 months

If 375,000 shares (75%) are sold: 

Next 12 months

If 250,000 shares (50%) are sold: 

Next 12 months

If 125,000 shares (25%) are sold: 

Next 12 months

The above figures represent only estimated costsfor the next 12 months. Funds may be allocated in differing quantities should the Company decide at a later date it would be in the Company’sbest interests.

The Company estimates the costs ofthis offering at about $35,200. All expenses incurred in this offering are being paid for by the Company. The Company will utilizeexisting cash to pay for any offering expenses and does not intend to use any monies from offering proceeds to fund theoffering. This however, does not forgo the Company from using offering proceeds to cover such costs in the event ofinsufficient funding elsewhere.

DETERMINATIONOF OFFERING PRICE

Since our shares are not listed or quoted onany exchange or quotation system, the offering price of the shares of common stock was arbitrarily determined. The offering price wasdetermined by us and is based on our own assessment of our financial condition and prospects, limited offering history, and the generalcondition of the securities market. It does not necessarily bear any relationship to our book value, assets, past operating results,financial condition or any other established criteria of value. Although our common stock is not listed on a public exchange, we willbe filing to obtain a listing on the OTCQB concurrently with the filing of this prospectus. In order to be quoted on the OTCQB, a marketmaker must file an application on our behalf in order to make a market for our common stock.

There is no assurance that our common stock willtrade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may developwill be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for thecommon stock, investor perception of us and general economic and market conditions. 

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DILUTION

Theprice of the current offering is fixed at $1.00 per share.

Dilutionrepresents the difference between the offering price and the net tangible book value per share immediately after completion of this offering.Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilutionarises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value ofthe shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tablescompare the differences of your investment in our shares with the investment of our existing stockholders.

The following table illustrates the dilution to thepurchasers of the common stock in this offering.

Note: “Net increase to original shareholder”below is based upon a par value of $0.0001.

Net Value Calculation

If 100% of the shares inthe offering are sold

Net Value Calculation 

If 75% of the shares in the offering are sold 

Net Value Calculation

If 50% of the shares in the offering are sold 

 Net Value Calculation 

If 25% of the shares in the offering are sold

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SELLINGSHAREHOLDERS

The shares being offered for resale by the sellingstockholders consist of 6,000,000 shares of our common stock. Currently, we have 57,600,000 shares of common stock issued and outstandingas of the date of this Registration Statement.

The following table sets forth the name of theselling stockholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of June 27,2022 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are beingregistered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from timeto time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the sellingstockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to shareownership has been furnished by the selling stockholders.

Note: The Percent of common stock owned after offering(if all shares are sold) is calculated under the assumption 100% of the shares are sold herein pursuant to the offering by the sellingshareholders and also that of the Company. Additionally, the selling shareholders are also deemed to be underwriters of this offering.

Note to the above table: 

⁽¹⁾ Sew Wen Chean isour Chief Executive Officer, and Director.

⁽²⁾ Chua Hwee Pingis our Chief Financial Officer, President, Secretary, Treasurer, and Director.

(3) Sew Wen Farn, Sew WenKuan, Sew Wen Tak, Sew Wen Ya are siblings of our Chief Executive Officer and Director, Mr. Sew Wen Chean.

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PLANOF DISTRIBUTION

The Company has 57,600,000 shares of common stockissued and outstanding as of the date of this prospectus. Pursuant to this offering the Company is registering for resale 6,000,000 sharesof our common stock held by existing shareholders at a fixed price of $1.00 per share for the duration of the offering. The Company isalso registering an additional 500,000 shares of its common stock for sale at the fixed price of $1.00 per share for the duration ofthe offering.

Our Chief Executive Officer and Director, Mr. SewWen Chean, will be selling shares of common stock on behalf of the Company simultaneously to selling shares of common stock in the Companyfrom his own personal account. A conflict of interest may arise between Mr. Sew’s interest in selling shares for his own personalaccount, and in selling shares on the Company’s behalf.

Regarding the sale of Mr. Sew’s shares, suchshares will be sold at a fixed price of $1.00 for the duration of the offering. 

*The primary offering on behalf of theCompany is separate from the secondary offering of the selling stockholders in that the proceeds from the shares of stock soldby the selling stockholders will go directly to them, not the Company. The same idea applies if the Company approaches or is approachedby investors who then subsequently decide to invest with the Company. Those proceeds would then go to the Company. Whomever the investorsdecide to purchase the shares from will be the beneficiary of the proceeds. None of the proceeds from the selling stockholder’swill be utilized or given to the Company. Mr. Sew will clarify for investors at the time of purchase whether the proceeds are going tothe Company or directly to himself. 

There is no arrangement to address the possible effectof the offering on the price of the stock.

In connection with the Company’s selling effortsin the offering, our Chief Executive Officer and Director, Mr. Sew Wen Chean, will not register as a broker-dealer pursuant to Section15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”).

Generally speaking, Rule 3a4-1 provides an exemptionfrom the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offeringof the issuer’s securities. Our Chief Executive Officer and Director, Mr. Sew, is not subject to any statutory disqualification,as that term is defined in Section 3(a)(39) of the Exchange Act. Our Chief Executive Officer, Mr. Sew, will not be compensated in connectionwith his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactionsin our securities. Mr. Sew has not, nor has he been within the past 12 months, a brokers or dealer, and he has not, nor has been withinthe past 12 months, an associated person of a broker or dealer. At the end of the offering, our Chief Executive Officer and Director,Mr. Sew, will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactionsin securities. Our Chief Executive Officer will not participate in selling an offering of securities for any issuer more than once every12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

The Company will receive all proceeds from the saleof the 500,000 shares being offered on behalf of the Company itself. The proceeds from the 6,000,000 shares held by shareholders, ifsold, will not go to the Company, but will go to the shareholders directly. The price per share is fixed at $1.00 for the duration ofthis offering. Although our common stock is not listed on a public exchange or quoted over-the counter, we intend to seek to have ourshares of common stock quoted on the OTC Marketplace. In order to be quoted on the OTC Marketplace a market maker must file an applicationon our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessarydocuments with FINRA, nor can there be any assurance that such an application for quotation will be approved. However, sales by the Companyand selling shareholders must be made at the fixed price of $1.00 for the duration of this offering. The Company will not offer its sharesfor sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessionsor commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock soldby the Company and the selling shareholders may be occasionally sold in one or more transactions; all shares sold under this prospectuswill be sold at a fixed price of $1.00 per share.

In order to comply with the applicable securitieslaws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale;an exemption from such registration or if qualification requirement is available and with which the Company has complied.

In addition, and without limiting the foregoing,the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactionsduring the period of time when this Registration Statement is effective.

The Company will pay all expenses incidental to theregistration of the shares (including registration pursuant to the securities laws of certain states), which we expect to be no morethan, about, $35,200. At this time the Company only has plans to sell to non-U.S. citizens outside of the United States.

Procedures for Subscribing (Shares offered byus, “The Company”)

If you decide to subscribe for any shares in thisoffering that are offered by us, “The Company”, you must

- Execute and deliver a subscription agreement;and

- Deliver a check or certified funds tous for acceptance or rejection.

All checks for subscriptions must be either madepayable to (i) “Jocom Holdings Corp.”, (ii) a subsidiary of the Company, or (iii) escrow agent as agreed by the Company.Wire transfer and telegraphic transfer are also accepted. The Company will deliver stock certificates attributable to shares of commonstock purchased directly to the purchasers within ninety (90) days of the close of the offering.

Right to Reject Subscriptions (Shares offeredby us, “The Company”)

We have the right to accept or reject subscriptionsin whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to thesubscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected with letter by mail within 48 hoursafter we receive them.

In Regards to Shares sold by the Selling Shareholders

The selling shareholders are deemed to be underwritersof this offering. Any selling shareholder named herein is responsible, prior to reselling any shares registered herein that they mayown, the Company’s prospectus.

A final summary prospectus, or statutory prospectus,must and will be delivered, at no cost, by any selling shareholder named herein to any potential purchaser of shares no later than uponreceiving payment from the purchasing party for such shares. The prospectus must and will be provided to any beneficial owner to whoma prospectus is delivered, and a copy of any or all of the reports or documents that have been incorporated by reference in the prospectusor contained in the registration statement, but not delivered within the prospectus itself, must and will be included.

If you decide to subscribe for any shares in thisoffering that are offered by the selling shareholders the selling shareholder(s) will inform you, “the purchaser”, of theirpreferred method of payment and the procedures they have for subscribing. Procedures may vary from shareholder to shareholder. It shouldbe noted that we will in no way be affiliated with any private transactions in which our selling shareholders sell shares of their owncommon stock. Selling shareholders may or may not decide to reject subscriptions. This is at their own discretion. Selling Shareholderswill be responsible for following any applicable laws or regulations in regards to the sale(s) of their own shares of common stock.

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DESCRIPTIONOF SECURITIES

We have authorized capital stock consisting of 600,000,000shares of common stock, $0.0001 par value per share (“Common Stock”) and 200,000,000 shares of preferred stock, $0.0001 parvalue per share (“Preferred Stock”). As of the date of this filing we have 57,600,000 shares of Common Stock and no sharesof Preferred Stock issued and outstanding.

CommonStock

The holders of outstanding shares of Common Stockare entitled to receive dividends out of assets or funds legally available for the payment of dividends of such times and in such amountsas the board from time to time may determine. Holders of Common Stock are entitled to one vote for each share held on all matters submittedto a vote of shareholders. There is no cumulative voting of the election of directors then standing for election. The Common Stock isnot entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of ourCompany, the assets legally available for distribution to stockholders are distributable ratably among the holders of the Common Stockafter payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors.

PreferredStock

At this time, we have no preferred stock issued andoutstanding. Preferred stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letteror title prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, conversionrights, cumulative, relative, participating, optional, and other right, the qualification, limitations or restrictions thereof, of thePreferred shall hereinafter by prescribed by resolution of the board of directors.

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Optionsand Warrants

None.

ConvertibleNotes 

None. 

DividendPolicy

Wehave not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our board of directorsand depends upon our earnings, if any, our capital requirements and financial position, general economic conditions, and other pertinentconditions.  It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings,if any, in our business operations.

TransferAgent

At this time, we do not have a transfer agent.

MarketInformation

Ourshares are not currently listed or quoted on any exchange or quotation system.

Holders

Asof the date of this registration statement, we have approximately 53 shareholders of record.

PennyStock Regulation

TheSEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined)of less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additionalsales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a specialsuitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transactionprior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, priorto the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclosethe commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if thebroker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control overthe market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stockheld in the account and information on the limited market in penny stocks. As the Shares immediately following this Offering will likelybe subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Sharesin the secondary market. 

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INTERESTSOF NAMED EXPERTS AND COUNSEL

The validity of the shares of common stock offeredhereby will be passed upon for us by Carl Ranno Esq. of 2733 East Vista Dr. Phoenix, Arizona 85032.

The financial statements included in this prospectusand the registration statement have been audited by JP Centurion & Partners PLT, to the extent and for the periods set forth in theirreport appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authorityof said firm as experts in auditing and accounting.

REPORTSTO SECURITIES HOLDERS

Wewill and will continue to make our financial information equally available to any interested parties or investors through compliancewith the disclosure rules of Regulation S-K for a smaller reporting company under the Securities Exchange Act. In addition, we will fileForm 8-K and other proxy and information statements from time to time as required. The public may read and copy any materials that wefile with the SEC at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on theoperation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov)that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

The Company’s mailingaddress is listed below under, “Description of Facilities.” If a shareholder wishes to contact the Company in writing pleaseutilize the aforementioned mailing address and address mail to our Chief Executive Officer, Mr. Sew Wen Chean.

 DESCRIPTIONOF FACILITIES

Our office and mailing address is Unit No. 11-1,Level 11, Tower 3, Avenue 3, Bangsar South, No. 8 Jalan Kerinchi, 59200, Kuala Lumpur. We lease our office space monthly at a cost ofapproximately RM 7,303.40 (equal to approximately $1,677 USD as of today’s conversion rate). The office space is leased from Ms.Chua Hwee Ping, our Chief Financial Officer, President, Secretary, Treasurer and Director.

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LEGALPROCEEDINGS

Fromtime to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of ourbusiness. At this time, we, and our officers and director, are not currently involved in any legal proceedings of any kind.

PATENTSAND TRADEMARKS

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 allowsusers to purchase and have delivered grocery items delivered. Our Software is able to integrate on our interface and analyze data fromthe interface. Amongst other things, the Software can analyze customer behaviors, predict customers behaviors, and optimize product placement.

The Patent and Trademark number is LY2021W02673. The patent covers thegeographic area of Malaysia.

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

DIRECTORSAND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Biographicalinformation regarding the officers and director of the Company, who will continue to serve such positions, are provided below:

OfficerBiographies

Sew Wen Chean (“Joshua”) - Chief Executive Officer,Director

Mr. Sew graduated from Monash University in 2004with a degree in Computer Science.

Mr. Sew has more than 10 years experiences in theIT industry since 2002 when he first joined a US-based NexusOnDemand.com as programmer. In 2004, he was appointed as regional sales director(Asia Pacific) of Nexus Software Solutions Sdn Bhd (Nexus Digital Signs), a full turnkey solutions provider specializing in digital signagesoftware and hardware development. He served in this role until 2009.

During his tenure with NexusOnDemand.com, Mr. Sewcompleted projects for reputable clients including Low Yat group, Bank Negara Malaysia UEM Berhad, The Star, Subang Terminal Skyparkand Shanghai CISCO Customer Service Centre in China. He gained extensive experience in the Asia Pacific region working with various systemintegrators, consultants and partners to complete large scale projects involving supply, installation integration, commissioning andtesting of digital signage solutions.

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.

In 2011, in view of the potential growth prospectof e-commerce and mobile commerce, and the confidence to build a fully integrated complete solution for online and mobile commerce, hemade several e-grocery solutions that provide middle-integrated software to sellers that allow them to conduct e-commerce operationsin ASEAN.

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

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

Ms. Chua has been activelyinvolved in the business and capital market industry for the past 20 years and has acquired skills in creating effective business modelsto continuously adapt to changes in business and industrial environments as well as evolving market needs.

Ms. Chua received certificationby the Association of the Chartered Certified Accountants in 2003. She holds several positions in business associations including ViceChairlady of Ladies Entreprenuer Bureau of Asean Retail-Chains and Franchise Federation, Vice Chairlady of Women in Logistics and Transportation(WILAT), a member of National Association of Women Entrepreneur Association (MCWEA) and advisory roles in various business organizations.

Ms. Chua started her careeras an investment officer for Megaton Holdings Sdn Bhd from 2003 to 2005. In 2007, she joined Eurway Sdn Bhd as its CFO and subsequentlyshe was appointed as managing director for Noah Communication Sdn Bhd in 2008. She was also appointed a senior dealer representativeof Hong Leong Group Securities Sdn Bhd in 2007 when she expanded her knowledge on securities and its related regulations. Between 2010and 2013, she was the CFO of 1 Media Medium Sdn Bhd.

Corporate Governance

The Company promotes accountability for adherenceto honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documentsthat the Company files with the SEC and in other public communications made by the Company; and strives to be compliant with applicablegovernmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governsthe Company’s employees, officers and Director as the Company is not required to do so.

In lieu of an Audit Committee, the Company’sDirectors are responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope,results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’sindependent public accountants. The Board of Directors, the Chief Executive Officer and the Chief Financial Officer of the Company reviewthe Company's internal accounting controls, practices and policies.

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Committeesof the Board

OurCompany does not currently have nominating, compensation, or audit committees or committees performing similar functions nor does ourCompany have a written nominating, compensation or audit committee charter. Our Directors believe that it is not necessary to have suchcommittees, at this time, because the Directors can adequately perform the functions of such committees.

AuditCommittee Financial Expert

OurBoard of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert”as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the termis used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14)of the FINRA Rules.

Webelieve that our Directors are capable of analyzing and evaluating our financial statements and understanding internal controls and proceduresfor financial reporting. The Director(s) of our Company do not believe that it is necessary to have an audit committee because managementbelieves that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retainingan independent Director who would qualify as an "audit committee financial expert" would be overly costly and burdensome andis not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flowsfrom operations to date.

Involvementin Certain Legal Proceedings

OurDirectors and our Executive officers have not been involved in any of the following events during the past ten years:

Independenceof Directors

Weare not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until suchtime as we are required to do so.

Codeof Ethics

Wehave not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees anddetermined 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 expandin the future, we may take actions to adopt a formal Code of Ethics.

ShareholderProposals

OurCompany 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 of our development, a specific nominating policy would be premature and of littleassistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimumcriteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating suchnominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendationsfor election or appointment.

Ashareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our Chief ExecutiveOfficer and Director, Sew Wen Chean, at the address appearing on the first page of this Registration Statement.

EXECUTIVECOMPENSATION

Summary Compensation Table:

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Summaryof Compensation

StockOption Grants

Wehave not granted any stock options to our executive officers since our incorporation.

EmploymentAgreements

Wedo not have an employment or consulting agreements with any officers or Directors.

DirectorCompensation

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

ExecutiveCompensation Philosophy

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

IncentiveBonus

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

Long-term,Stock Based Compensation

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

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SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Asof the date of this registration statement, the Company has 57,600,000 shares of common stock issued and outstanding, which number ofissued and outstanding shares of common stock have been used throughout this report.

Percentage values below are rounded to the nearest hundredths place.

Beneficialownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed tobe beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, uponexercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownershipof any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisitionrights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflectthe person’s actual voting power at any particular date.

CERTAINRELATIONSHIPS AND RELATED PARTY TRANSACTIONS

We received revenue income in the amount of$8,000 from Jocom MShopping Sdn Bhd, as result of us providing data analytic services on the Southeast Asia online grocery marketvia our software solution we developed. Mr. Sew Wen Chean, our Chief Executive Officer, is the director of Jocom MShopping Sdn.Bhd., and Ms. Agnes, our Chief Financial Officer, is the director of Jocom MShopping Sdn. Bhd.

We have paid consulting feesin the amount of $120,000 to SEATech Ventures (HK) Limited. The nature of this consulting fee is related to the group’s businessmentoring, nurturing, incubation services and corporate development, fund raising strategy and other related advisory services. SEATechVentures (HK) Limited is a subsidiary of SEATech Ventures Corp, which owns 14.8% our common stock at the date of this prospectus. We maycontinue to use the services of SEATech in the future.

On January 8, 2021 Ms. Chua Hwee Ping was appointed President, Secretary,Treasurer and Director of the Company.

On January 8, 2021, the Company issued 100,000 sharesof restricted common stock, with a par value of $0.0001 per share, to Ms. Chua in consideration of $10. The $10 in proceeds went to theCompany to be used as working capital. Ms. Chua currently serves as our Chief Financial Officer, President, Secretary, Treasurer andas member of our Board of Directors.

On 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 limitedcompany incorporated in Labuan, Malaysia. In consideration of the equity interests of Jocom Holdings Corp., Ms. Chua Hwee Ping was compensated$100 USD.

Between the 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 53,900,000shares 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 and went to the Company to be used as working capital.

Between the period of June 20, 2021 to July 20, 2021,the Company issued 2,300,000 shares of restricted common stock to 23 foreign parties, all of which do not reside in the United States.A total of 2,300,000 shares of restricted common stock were sold at a price of $0.10 per share. The total proceeds to the Company amountedto a total of $230,000 and went to the Company to be used as working capital.

Between the period of July 25, 2021 to September10, 2021, the Company issued 1,300,000 shares of restricted common stock to 26 foreign parties, all of which do not reside in the UnitedStates. 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 Companyamounted to a total of $260,000 and went to the Company to be used as working capital.

It should noted that 4 of these individuals, SewWen Farn, Sew Wen Kuan, Sew Wen Tak, Sew Wen Ya are siblings of our Chief Executive Officer and Director, Mr. Sew Wen Chean.

On December 30, 2021 Ms. Chua Hwee Ping was appointed Chief FinancialOfficer of the Company.

On December 30, 2021 Mr. Sew Wen Chean was appointed Chief Executive Officerand Director of the Company.

Our office and mailing address is Unit No. 11-1, Level 11, Tower 3, Avenue3, Bangsar South, No. 8 Jalan Kerinchi, 59200, Kuala Lumpur. We lease our office space monthly at a cost of approximately RM 7,303.40(equal to approximately $1,677 USD as of today’s conversion rate). The office space is leased from Ms. Chua Hwee Ping, our ChiefFinancial Officer, President, Secretary, Treasurer and Director.

Review, Approval and Ratification of Related PartyTransactions

Given our early stage of development and limitedfinancial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, suchas those described above, with our executive officer, Director and significant stockholders. We intend to establish formal policies andprocedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will besubject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis,our Director will continue to approve any related party transaction.

PRINCIPALACCOUNTING FEES AND SERVICES

Below is the aggregate amount of fees billed forprofessional services rendered by our principal accountants with respect to our last two fiscal years.

Since we were billed fees for our fiscal year endDecember 31, 2021 in preparation of the filing of this Registration Statement, the below column for the December 31, 2021 is in relationto the costs to audit our fiscal period ended December 31, 2021.

All of the professional services rendered by principal accountants forthe audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatoryfilings or engagements for our last fiscal year were approved by our board of directors.

MATERIALCHANGES

None.

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FINANCIALSTATEMENTS AND EXHIBITS

INDEXTO FINANCIAL STATEMENTS

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   JPCENTURION & PARTNERS PLTAF00236625093

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM

To the Shareholders and Board of Directors ofJocom Holdings Corp.

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

Bangsar South, No. 8 Jalan Kerinchi,

59200 Kuala Lumpur, Malaysia

Opinion on the Financial Statements

We have audited the accompanying balance sheet ofJocom Holdings Corp. (the ‘Company’) as of December 31, 2021, and the related statements of income, stockholders’ equity,and cash flows for the year ended of December 31, 2021, 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 December31, 2021, and the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with accounting principlesgenerally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibilityof the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on ouraudits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicablerules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standardsof the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statementsare free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internalcontrol over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assessthe risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respondto those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financialstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as wellas evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

The accompanying financial statements have been preparedassuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, for the year ended December31, 2021 the Company incurred a net loss and has yet to generate revenue. These conditions raise substantial doubt about the Company’sability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.

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JOCOM HOLDINGSCORP.

CONSOLIDATEDBALANCE SHEET

As of December 31, 2021

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

(Audited)

 See accompanying notes to consolidated financialstatements.

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JOCOM HOLDINGSCORP.

CONSOLIDATEDSTATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the period ended December 31,2021

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

(Audited)

See accompanying notes to consolidated financialstatements.

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JOCOM HOLDINGSCORP.

CONSOLIDATEDSTATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

For the period ended December 31, 2021

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

(Audited)

See accompanying notes to consolidated financial statements. 

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JOCOMHOLDINGS CORP.

CONSOLIDATED STATEMENT OF CASH FLOWS

For the period ended December 31, 2021

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

(Audited)

See accompanying notes to consolidated financial statements.

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JOCOM HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the period ended December 31, 2021

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

1. ORGANIZATION AND BUSINESS BACKGROUND

JOCOM HOLDINGS CORP. was incorporated on January 08, 2021 under the laws of the state of Nevada.

The Company, through its subsidiaries, engages inproviding data analytic software solution services in the Fresh Grocery industry.

On January 26, 2021, the Company acquired 100% ofthe equity interests in Jocom Holdings Corp. (herein referred as the “Malaysia Company”), a private limited company incorporatedin Labuan, Malaysia.

Details of the Company’s subsidiaries: 

For purposes of consolidated financial statementpresentation, Jocom Holdings Corp. and its subsidiaries are hereinafter referred to as the “Company”.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  

Basis of presentation

The consolidated financial statements for Jocom HoldingsCorp. and its subsidiaries for the period ended December 31, 2021 are prepared in accordance with accounting principles generally acceptedin 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 31,2021 as its fiscal year end.

Basis of consolidation

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

Use of estimates

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

Intangible Assets

The Company follows the guidance according ASC Topic350, “Testing Indefinite-Lived Intangible Assets for Impairment” paragraph 350-30-35-18, an intangible asset thatis 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 usefullife of the asset shall be considered to be indefinite.

Revenue Recognition

The Company follows the guidance of ASC 606, “Revenuefrom Contracts”. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms ofcontracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations inthe 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 whenit is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

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

Cash and cash equivalents

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

Income taxes

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

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

Going Concern

The accompanying financial statements have been preparedon a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normalcourse of business. As reflected in the accompanying financial statements, for the period ended December 31, 2021 the Company sufferedoperating losses and had an net loss of $127,829. These factors raise substantial doubt about the Company’s ability to continueas a going concern within one year of the date that the financial statements are issued. The financial statements do not include anyadjustments that might be necessary if the Company is unable to continue as a going concern.

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

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JOCOM HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the period ended December 31, 2021

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

Net income/(loss) per share

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

Foreign currencies translation

Transactions denominated in currencies other thanthe 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 currencyusing the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements ofoperations. 

The reportingcurrency of the Company is United States Dollars (“US$”). The Company’s subsidiary in Labuan maintains its books andrecord in United States Dollars (“US$”) respectively, and Ringgits Malaysia (“RM”) is functional currency asbeing the primary currency of the economic environment in which the entity operates.

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 balancesheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translationof financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within thestatement of stockholders’ equity.

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

Related parties

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

Fair value of financial instruments:

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

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

Level 1: Observable inputs suchas quoted prices in active markets;

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

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

Recent accounting pronouncements

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

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 JOCOMHOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the period ended December 31, 2021

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

3. COMMON STOCK

Between the 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 54,000,000shares 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.

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 amountedto a total of $230,000 went to the Company to be used as working capital.

Between the period of July 25, 2021 to September10, 2021, the Company issued 1,300,000 shares of restricted common stock to 26 foreign parties, all of which do not reside in the UnitedStates. 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 Companyamounted to a total of $260,000 went to the Company to be used as working capital.

As of December 31, 2021 the Company has an issuedand outstanding common share of 57,600,000.

4. INTANGIBLE ASSETS

5. CASH AND CASH EQUIVALENTS

As at December 31, 2021 the Company recorded cashand cash equivalents of $374,322 respectively which consists of cash on hand and bank balances.

6. OTHER RECEIVABLES

Trade and other receivables consisted of the followingas of December 31, 2021.

As of December 31, 2021, the amount of $1,271 onaccounts receivable are related party transactions and outstanding balances.

7. ACCRUED LIABILITIES

Accrued liabilities consisted of the following as of December 31, 2021.

8. AMOUNT DUE TO DIRECTORS

Amount due to directors consisted of the followingas of December 31, 2021.

As of December 31, 2021, the amount of $579 on otherreceivables are related party transactions and outstanding balances.  

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JOCOM HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the period ended December 31, 2021

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

9. INCOME TAXES

For the period ended December 31, 2021, the local(United States) and foreign components of loss before income taxes were comprised of the following:

The provision for income taxes consisted of the following: 

The effective tax rate in the periodspresented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Companyhas subsidiaries that operate in various countries: United States, Labuan that are subject to taxes in the jurisdictions in which theyoperate, as follows:

United States of America

The Company is registered in the Stateof Nevada and is subject to the tax laws of the United States of America. As of December 31, 2021, the operations in the United Statesof America incurred $132,200 of cumulative net operating losses which can be carried forward to offset future taxable income. The netoperating loss carry forwards begin to expire in 2041, if unutilized.

Labuan

Under the current laws of the Labuan,Jocom Holdings Corp. is governed under the Labuan Business Activity Act, 1990. The tax charge for such company is based on 24% of netaudited profit.

10. RELATED PARTY TRANSACTIONS

¹ Mr. Joshua our Chief Executive Officer,is the director of Jocom MShopping Sdn. Bhd. while Ms. Agnes our Chief Financial Officer, is the director of Jocom MShopping Sdn. Bhd.

² SEATech Ventures (HK) Limited, throughits wholly owned subsidiary of SEATech Ventures Corp. is a 14.8% shareholder of the Company.

11. COMMITMENTS AND CONTINGENCIES

As of December 31, 2021 the Company has no commitmentsor contingencies involved.

12. CONCENTRATIONS OF RISK

The Company is exposed to the following concentrationof risk:

(a) Major customers

For the period ended December 31, 2021, the customerswho accounted for 100% or more of the Company’s revenues and its accounts receivable balance at year/period-end are presented asfollows:

(c) Credit risk

Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes theconcentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relativelyshort collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowancefor 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 exchangerate will remain stable, therefore there is a possibility that the Company could post the same amount of income for two comparable periodsand because of the fluctuating exchange rate actually post higher or lower income depending on exchange rate of RM converted to US$ onthat date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

13. SIGNIFICANT EVENTS

During the fiscal year, the World Health Organizationdeclared the Coronavirus (COVID-19) outbreak to be a pandemic, which has caused severe global social and economic disruptions and uncertainties,including markets where the Company operates. The Company considers this outbreak as non-adjusting-events. The consequences brought aboutby Covid-19 continue to evolve and whilst the Company actively monitoring and managing its operations to respond to these changes, theCompany does not consider it practicable to provide any quantitative estimate on the potential impact it may have on the Company. 

14. SUBSEQUENT EVENTS

The Company has evaluated subsequent events thatoccurred after December 31, 2021 up through the date of [.], the Company issued audited consolidated financial statements in accordancewith ASC Topic 855, "Subsequent Events", which establishes general standards of accounting for and disclosure of events thatoccur after the balance sheet date but before financial statements are issued. During this period, there was no subsequent event thatrequired recognition or disclosure.

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PARTII. INFORMATION NOT REQUIRED IN PROSPECTUS

OTHEREXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs (assuming all shares are sold) of this offering areas follows:

(1)All amounts are estimates, other than the SEC’s registration fee. The above expenses are to be paid by the Company, ratherthan the selling shareholders.

INDEMNIFICATIONOF DIRECTOR AND OFFICERS

Underour Bylaws of the corporation, every person who was or is a party to, or is threatened to be made a party to, or is involved in any action,suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he, or a person of whom heis the legal representative, is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporationas a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust, or other enterprise,shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to timeagainst all expenses, liability, and loss (including attorneys’ fees judgments, fines, and amounts paid or to be paid in settlement)reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right, which may beenforced in any manner desired by such person. The expenses of Officers and Directors incurred in defending a civil or criminal action,suit, or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit,or proceeding, upon receipt of an undertaking by or on behalf of the Director or Officer to repay the amount if it is ultimately determinedby a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. Such right of indemnification shallnot be exclusive of any other right which such Directors, Officers, or representatives may have or hereafter acquire, and, without limitingthe generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, voteof Stockholders, provision of law, or otherwise, as well as their rights under this Article.

Withoutlimiting the application of the foregoing, the Board of Directors may adopt bylaws from time to time with respect to indemnification,to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the Corporation to purchaseand maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation, or is or was serving at the requestof the Corporation as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust,or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status,whether or not the Corporation would have the power to indemnify such person. The indemnification provided in this Article shall continueas to a person who has ceased to be a Director, Officer, Employee, or Agent, and shall inure to the benefit of the heirs, executors andadministrators of such person.

Insofaras indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controllingthe registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and ExchangeCommission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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RECENTSALES OF UNREGISTERED SECURITIES

On January 8, 2021, the Company issued 100,000 sharesof restricted common stock, with a par value of $0.0001 per share, to Ms. Chua in consideration of $10. The $10 in proceeds went to theCompany to be used as working capital. Ms. Chua currently serves as our Chief Financial Officer, President, Secretary, Treasurer andas member of our Board of Directors.

On 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 limitedcompany incorporated in Labuan, Malaysia. In consideration of the equity interests of Jocom Holdings Corp., Ms. Chua Hwee Ping was compensated$100 USD.

On May 1, 2021 the Company issued 18,900,000 sharesof restricted common stock, with a par value of $0.0001 per share, to Ms. Chua Hwee Ping in consideration of $1,890. The $1,890 in proceedswent to the Company to be used as working capital.

On May 1, 2021 the Company issued 19,000,000 sharesof restricted common stock to Mr. Sew Wen Chean with a par value of $0.0001 per share, in consideration of $1,900. The $1,900 in proceedswent to the Company to be used as working capital. Mr. Sew currently serves as our Chief Executive Officer and Director.

On June 1, 2021 the Company issued 8,500,000 sharesof restricted common stock to SEATech Ventures Corp. with a par value of $0.0001 per share, in consideration of $850. The $850 in proceedswent to the Company to be used as working capital.

On June 1, 2021 the Company issued 5,500,000 sharesof restricted common stock to JTalent Sdn. Bhd. with a par value of $0.0001 per share, in consideration of $550. The $550 in proceedswent to the Company to be used as working capital.

On June 1, 2021 the Company issued 1,500,000 sharesof restricted common stock to GreenPro Venture Capital Limited with a par value of $0.0001 per share, in consideration of $150. The $150in proceeds went to the Company to be used as working capital.

On June 1, 2021, the Company issued 500,000 sharesof restricted common stock to GreenPro Asia Strategic SPC - GreenPro Asia Strategic Fund SP with a par value of $0.0001 per share, inconsideration of $50. The $50 in proceeds went to the Company to be used as working capital.

Betweenthe period of June 20, 2021 to September 20, 2021, the Company issued 3,600,000 shares of restricted common stock to 47 foreign parties,all of which do not reside in the United States. 2,300,000 shares of restricted common stock were sold at a price of $0.10 per shareand 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 toa total of $490,000 and went to the Company to be used as working capital.

In regards to all of the above transactions we claiman exemption from registration afforded by Section 4a(2) and/or Regulation S of the Securities Act of 1933, as amended ("RegulationS") due to the fact that all sales of stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of RegulationS), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, anyof their respective affiliates, or any person acting on behalf of any of the foregoing.