UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2019

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

For the transition period from __________________ to __________________

Commission file number 000-54828

JADE GLOBAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Florida		45-0966109
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8950 SW 74 Court

Suite 2201-A44

Miami, FL

33156

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 786-363-0136

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

Title of each class		Name of each exchange on which registered
None		None

(786) 363-0136

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark 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,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, as of June 30, 2019, was approximately $0 since the Company has had no active trading market. All executive officers and directors of the registrant have been deemed, solely for the purpose of the foregoing calculation, to be “affiliates” of the registrant.

There are 12,000,383 shares of common stock issued and outstanding as of May 28, 2020.

EXPLANATORY NOTE

The Company is filing its Annual Report on Form 10-K for the year ended December 31, 2019 after the March 30, 2020 deadline applicable to the Company for the filing of a Form 10-K in reliance on the 45-day extension provided by an order issued by the SEC under Section 36 of the Exchange Act dated March 4, 2020 (Release No. 34-88318), as modified and superseded by a new SEC order issued on March 25, 2020 (Release No. 34-88465) (collectively, the “COVID-19 Order”).

The Company’s business is located in China. In order to avoid the risk of the virus spreading, the Chinese government required enterprises to delay the resumption of work and production. The Company has been following the recommendations of local health authorities to minimize exposure risk for its team members for the past several months, including the temporary closures of its offices and having team members work remotely. As a result, the annual report was not be completed by the filing deadline, due to insufficient time to facilitate the internal and external review process.

TABLE OF CONTENTS

Item 1.	Business	1

Item 1A.	Risk Factors	5

Item 1B.	Unresolved Staff Comments	5

Item 2.	Properties	5

Item 3.	Legal Proceedings	5

Item 4.	Mine Safety Disclosures	5

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities	6

Item 6.	Selected Financial Data	7

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	7

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	11

Item 8.	Financial Statements and Supplementary Data	F-1

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	12

Item 9A.	Controls and Procedures	12

Item 9B.	Other Information	12

Item 10.	Directors, Executive Officers and Corporate Governance	13

Item 11.	Executive Compensation	16

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	18

Item 13.	Certain Relationships and Related Transactions, and Director Independence	19

Item 14.	Principal Accounting Fees and Services	19

Item 15.	Exhibits, Financial Statement Schedules	20

PART I

Item 1. Business.

Forward-Looking Statements

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “could,” “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable laws, including the securities laws of the United States, we do not intend to update any of the forward-looking statements so as to conform these statements to actual results.

Our financial statements are stated in U.S. dollars and are prepared in accordance with generally accepted accounting principles in the United States. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this annual report.

As used in this current report and unless otherwise indicated, the terms “we”, “us”, “our” and “our company” mean Jade Global Holdings Inc. (f/k/a Media Analytics Corporation), a Florida corporation, unless otherwise indicated.

Corporate Overview

We were incorporated in the State of Florida on March 16, 2011 under the name FanSport, Inc. Our company’s goal was to develop social media tools and solutions to enable advertisers, publishers and agencies to gather deep social intelligence, generate true engagement and simplify promotional management. On June 17, 2013, our board of directors and a majority of our stockholders approved a change of name of our company from FanSport, Inc. to Media Analytics Corporation. On December 15, 2016, pursuant to a change of control transaction, we relocated to Miami, Florida, ceased all operations as a social media tools and solutions company undertook a reverse stock split whereby each twenty (20) shares of our Common Stock were converted automatically into one (1) share of Common Stock. Upon the completion of the reverse stock split, the Company had 501,016 issued and outstanding shares of common stock, which represented a decrease of 9,4989,613 shares over its prior total of 10,000,629 issued and outstanding shares of common stock

On January 30, 2017, our board of directors and a majority of our shareholders approved a name change of our company from Media Analytics Corporation to Jade Global Holdings, Inc., an increase in our authorized common shares from 16,666,667 shares to 25,000,000 shares and authorized the ability to issue 10,000,000 preferred shares with a par value of $0.00001 per share. Articles of Amendment to Articles of Incorporation were filed with the Florida Secretary of State on January 31, 2017, with an effective date of January 31, 2017.

On March 13, 2017, we entered into certain stock purchase agreements with ten (10) non-U.S. investors, as defined under the Securities Act of 1933, as amended, pursuant to Regulation S of the Securities Act. In accordance with the SPAS, the Company sold and the Non-U.S. investors purchased an aggregate of 9,476,525 shares of Company’s common stock $0.0001 par value per share for an aggregate of $873,500, or at $0.0922 per share. Pursuant to the agreements, the Non-U.S. investors shall receive restricted shares that are subject to Rule 144 of the Securities Act. The agreements contain customary representations and warranties by the Company and the purchasers.

On March 13, 2017, we entered into a certain stock purchase agreement with our CEO, a non-U.S. investor, as defined under the Securities Act of 1933, as amended, pursuant to Regulation S of the Securities Act. In accordance with the SPA, the Company sold and our CEO converted a loan to the Company of $160,000 into an aggregate of 1,735,358 shares of Company’s common stock $0.0001 par value per share at $0.0922 per share. Pursuant to the agreements, our CEO shall receive restricted shares that are subject to Rule 144 of the Securities Act. The agreement contains customary representations and warranties by the Company and the purchaser.

On March 13, 2017, we entered into a certain stock purchase agreement with EverAsia Financial Group, Inc. pursuant to which the Company offered and sold 287,484 shares of Common Stock for $26,500, or at $0.0922 per share. Pursuant to the agreement, EverAsia Financial Group, Inc. shall receive restricted shares that are subject to Rule 144 of the Securities Act. The agreement contains customary representations and warranties by the Company and the purchasers.

On July 20, 2017, we received Chinese government approval to form a new wholly foreign-owned enterprise (“WFOE”) operating subsidiary in Shanghai, P.R. China, Shanghai Jaedo Jewelry Co., Ltd. As of December 31, 2019, Jaedo had not been formed, and the application was abandoned.

On January 16, 2018, our Board of Directors adopted a resolution to change the Company’s fiscal year end from March 31 to December 31, effective as of December 31, 2017.

Our business and registered office is located at 8950 SW 74^th Court, Suite 2201-A44, Miami, FL 33156, our telephone number is (786) 363-0136.

Our Current Business

We intend to increase global awareness and ownership of jade globally. Until our entry into the global jade trade, there has been no centralized market for trading of jade and jade products. The traditional distribution channels involved working through purchasing agents, traveling around the world in search of inventory or purchasing finished jade jewelry products from often disreputable wholesalers. We intend to grow into a vertically integrated global company that will comprise of international mining operations, jewelry design and manufacturing, Business-to-business (“B2B”) eCommerce wholesale trade, bricks and mortar membership only jade trading centers, global depository and one or more online jade trading platforms.

We believe that in order to educate and tempt buyers globally, we must maintain a modified storefront presence. Specifically, we intend to open showrooms in strategic locations around the world where we will display our products. All purchases would be completed via internet kiosks located in the showrooms. In April, 2017, we received a trademark from the US Patent and Trademark Office on the Jaedo® trade name, the value of which has been fully impaired. We intend to make our Jaedo® website and JadeExchange® trading platform accessible via these kiosks, and all products ordered would be drop shipped directly to the customer. We intend to follow a multi-stage strategy to increase awareness and increase sales of this precious stone.

Build Membership Trade Centers in China, which will allow it to have a foothold, as well as to monitor trends, in the biggest market for jade in the world.

Build the JadeExchange® global online trading platform, which will allow for collectors and investors to purchase partial ownership shares in Jade Units (JU’s), which, in turn, will own expensive museum quality collectors pieces.

Open JadeUnit® centers in London, Dubai, Sydney and Toronto. These four world-renowned money centers will give us broad access to investors and traders who have an interest in jade. As necessary, we intend to open additional JadeUnit® centers to gain access to an even larger audience.

Launch Jaedo.com® B2B and B2C eCommerce website, which will allow our customers to not only purchase jade products, but also to sell it back in repurchase transactions, much like the spot market for gold and diamonds.

We plan to establish joint ventures to open wholly-owned jade trading clubs in China. The shopping experience will be unlike that in any existing traditional retail jewelry store. Instead, our stores will include a retail showroom and a private viewing room with a museum-like setting displaying a rotating collection of museum quality pieces where patrons may examine or purchase higher value items. We intend to decorate in a tasteful blend of Western and Eastern aesthetics to appeal to all customers, while reminding customers of the Asian spirituality of Jade.

In addition to our retail stores, we intend to also include VIP “back rooms” in our outlets, where suitably qualified customers can, by appointment only, view specific “Investment Grade” Jade jewelry pieces for purchase. We also intend to feature large TV monitors displaying our JadeShares® Online Trading Platform with live pricing and sales data. The lounges would have full VIP services and personal assistants to cater to our high net worth clients and would have armed guard security on duty at all times. Finally, we plan to build each showroom with an “educational area” with some “Gem Quality” Jade on display and Audio/Visual presentations of the history of Jade and its importance in Chinese culture. We intend to set ourselves apart from other jade retailers in that we plan to not only sell jade and jade products, but buy them as well. Much like the spot market for other precious metals and stones, such as gold, platinum or diamonds, customers would have a guarantee that they will be able to sell their jade easily at market prices.

Our brand will endeavor to offer trendy, hip products for all ages. We plan to supply medium quality and high quality “designer” jewelry to appeal to every taste. In addition to jewelry, we will also sell high quality and museum quality collectibles. Finally, we plan to sell bulk jade on a wholesale basis to jewelry designers, artisans, investors and collectors.

We plan to purchase jade from trusted supply chains located in the biggest jade producing regions of the world, including China, Korea and Canada. We also plan to purchase jade from customers as part of our Buyback Guarantee program, ensuring a constant stream of investment grade jade products in addition to the investment, high end and commercial grade jade and jade products purchased from resale through our wholesale channels.

We plan to utilize famous jewelry designers from around the world to create unique pieces of jewelry for all price points, as well as for mass production and resale through its wholesale business-to-business channels. Additionally, we intend to commission artisans to create valuable collectibles for sale on our Global Trading Platform and in our stores. Finally, we may employ jade jewelry designers in our stores who can create beautiful, one-of- a-kind custom jewelry for customers while they wait, giving them an added appreciation of the beautiful jade pieces being created.

In May, 2018, we introduced its Jaedo® luxury jade jewelry to the world at JCK Las Vegas 2018, the leading jewelry expo in the United States.

Our current principal office and mailing address is 8950 SW 74 Court, Suite 2201 A44, Miami, FL 33156. Our telephone number is (786) 363-0136.

Description of our Products and Services

We also intend to launch an eCommerce website, which would be a blend between a traditional online jewelry retailer and an online auction site similar to eBay. Within the Jaedo® site, we intend to require customers to register and join one of three membership tiers. The tiers are:

Retail Tier – The entry level Retail Tier created as a web store for retail purchases. The Retail Tier is not expected to require any membership fee, and is intended to be accessible to the general public. It is expected to be similar to Bluenile.com, which is regarded as the current market leader in online diamond transactions.

Collectors Tier – This tier is expected to include higher value collector and museum quality pieces for sale. In order to access these collections, we plan to require members to purchase a monthly membership. The membership is expected to carry a monthly recurring fee of $50. The Collectors Tier is also expected to offer the opportunity for members to sell their jade pieces to us at prevailing market prices. Additionally, The Collectors Tier should allow collectors to trade pieces among themselves. On these third party transactions, we plan to charge a small transaction fee to cover processing costs.

Wholesale Tier – The Wholesale Tier is planned to be made available to those engaged in the jewelry trade, such as buyers, artists, designers and other purchasers of jade in bulk. The products sold at the Wholesale Tier are expected to be comprised of jewelry designed for retail sale in jewelry stores other than our own, bulk sales of raw jade and other large scale purchases. This tier is also expected to allow for sell back, though that is planned to be limited mostly to raw jade, rather than finished jewelry. We anticipate pricing the Wholesale Tier of membership at $500/mo.

We do not anticipate charging any membership fees for the first full year of operations, during which time we intend to build our client base and refine both our platform and products. We plan to offer customers the use of our showrooms and lounges, as well as our expert staff, for their own private transactions, for an additional fee. Additionally, we plan to offer storage of the customers’ jade at secure storage facilities that we intend to build or lease around the world. The Collectors Tier and Wholesale Tier are slated to include our Buyback Guarantee whereby we guarantee that we will repurchase any piece of jewelry, raw jade or collectible purchased through its platform at current market prices. We expect that this Buyback Guarantee combined with our Global Trading Platform will entice customers to purchase its products not only to be worn or displayed, but also for investment purposes in the hopes that the value increases, and customers will have a medium on which to trade their pieces.

Markets

We operate in multiple market segments, including jewelry and collectibles trading. We plan to access these markets through traditional retail stores and eCommerce websites.

Competition

The global jewelry industry is competitively fragmented. We will encounter significant competition in all product categories, however Jade is not widely used in jewelry sales in the United States. Some competitors specialize in just one area in which we will be active. Many competitors have established worldwide, national or local reputations for style, quality, expertise and customer service and compete on the basis of that reputation. Certain other jewelers and retailers compete primarily through advertised price promotion. We will differentiate our company through our offerings. We believe that our close connections to the supply channels will enable us to access better supply and better pricing than new entrants. We will compete on the basis of our brand’s reputation for high-quality products, customer service and distinctive merchandise.

Government Regulation

We are not aware of any specific governmental regulation, as it pertains to our distribution. Each country in which we operate has specific laws and regulations surrounding the export and import of jade and jade products. We expect to comply with all applicable laws, rules and regulations relating to our business, and at this time, we do not anticipate incurring any material capital expenditures to comply with any government regulations or other requirements.

Environmental Regulations

We are not aware of any material violations of environmental permits, licenses or approvals that have been issued with respect to our operations. We expect to comply with all applicable laws, rules and regulations relating to our business, and at this time, we do not anticipate incurring any material capital expenditures to comply with any environmental regulations or other requirements.

Intellectual Property

We have filed an application with the United States Patent and Trademark Office (“USPTO”) to register Jaedo for trademark protection. On June 5, 2018, the USPTO approved our application and granted us a trademark to use Jaedo for commerce in jewelry and precious stones business. The trademark was fully impaired during the year ended December 31, 2019.

Employees and Employment Agreements

Currently, we do not have any employees. Additionally, we have not entered into any consulting or employment agreements with our president, chief executive officer, treasurer, secretary or chief financial officer. Our directors, executive officers and certain contracted individuals play an important role in the running of our company. We expect to increase the number of our employees over the next 12 month period as we begin to scale up our operations. We do and will continue to outsource contract employment as needed until such time that our operation requires additional staff.

We intend to engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our business and development programs.

Research and Development

We have not spent any amounts on that which has been classified as research and development activities in our financial statements during the last two fiscal years.

Item 1A. Risk Factors.

As a “smaller reporting company,” we are not required to provide the information required by this Item.

Item 1B. Unresolved Staff Comments.

As a “smaller reporting company,” we are not required to provide the information required by this Item.

Item 2. Properties.

Our company does not own any real estate or other properties. We currently rent our principal business office on a month-to-month basis for $154 per month, which is located at 8950 SW 74^th Court, Suite 2201-A44, Miami, FL 33156. Our telephone number is 786-363-0136. Additionally, we store some of our trade show displays at Advanced Exhibit Methods located at 1984 E. McFadden Avenue, Santa Ana, CA 92705 at a cost of $1,013 per year.

Item 3. Legal Proceedings.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Market Information

Our shares of common stock were originally listed on the OTC Markets under the trading symbol “BLFL”. Effective September 3, 2013, our stock symbol changed to “MEDA”. Effective April 3, 2017, our stock symbol changed to “JADG” and our stock is currently trading on the OTCQB Venture Market.

The following table reflects the high and low bid information for our common stock obtained from OTC Markets and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

The high and low bid prices of our common stock for the periods indicated below are as follows:

OTC Markets

Quarter Ended	High		Low
December 31, 2019	$	0.78	$	0.02
September 30, 2019	$	0.05	$	0.01
June 30, 2019	$	0.15	$	0.01
March 31, 2019	$	0.20	$	0.15
December 31, 2018	$	0.35	$	0.20
September 30, 2018	$	0.54	$	0.26
June 30, 2018	$	0.548	$	0.26
March 31, 2018	$	0.5459	$	0.30

Our common stock is issued in registered form. VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598, telephone number (212) 828-8436, is the registrar and transfer agent for our common stock.

Shareholders of Record

As of May 28, 2020, there were 14 holders of record of our common stock. As of such date, 12,000,383 common shares were issued and outstanding.

Dividend Policy

Any decisions regarding dividends will be made by our board of directors. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Our board of directors has complete discretion on whether to pay dividends, subject to the approval of our stockholders. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

There were no unregistered sales of the Company’s equity securities during the period from January 1, 2019 to December 31, 2019, or through the date of this filing.

Equity Compensation Plans

We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.

Purchases of Equity Securities by the Registrant and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during the period from January 1, 2019 to December 31, 2019, or through the date of this report.

Item 6. Selected Financial Data.

As a “smaller reporting company,” we are not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our audited financial statements and the related notes for the twelve months ended December 31, 2019 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled “Risk Factors” beginning on page 6 of this annual report.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Overview

We intend to increase global awareness and ownership of jade globally. Until our entry into the global jade trade, there has been no centralized market for trading of jade and jade products. The traditional distribution channels involved working through purchasing agents, traveling around the world in search of inventory or purchasing finished jade jewelry products from often disreputable wholesalers. We intend to grow into a vertically-integrated global company that will comprise of international mining operations, jewelry design and manufacturing, Business-to-business (“B2B”) eCommerce wholesale trade, bricks and mortar membership only jade trading centers, global depository and one or more online jade trading platforms.

We believe that in order to educate and tempt buyers globally, we must maintain a modified storefront presence. Specifically, we intend to open showrooms in strategic locations around the world where we will display our products. All purchases would be completed via internet kiosks located in the showrooms. We intend to make our Jaedo® website and JadeExchange® trading platform accessible via these kiosks, and all products ordered would be drop shipped directly to the customer. We intend to follow a multi-stage strategy to increase awareness and increase sales of this precious stone.

On July 20, 2017, we received approval from the PRC government to form a wholly foreign-owned entity, or WFOE, in China, which we planned to utilize to establish joint ventures to open wholly-owned jade trading clubs in China. The shopping experience would have been unlike that in any existing traditional retail jewelry store. Instead, our stores would have included a retail showroom and a private viewing room with a museum-like setting displaying a rotating collection of museum quality pieces where patrons may examine or purchase higher value items. We intended to decorate in a tasteful blend of Western and Eastern aesthetics to appeal to all customers, while reminding customers of the Asian spirituality of Jade. As of December 31, 2019, the WFOE had not been formed and the application was abandoned.

In addition to our retail stores, we intend to also include VIP “back rooms” in our outlets, where suitably qualified customers can, by appointment only, view specific “Investment Grade” jade jewelry pieces for purchase. We also intend to feature large TV monitors displaying our JadeShares® Online Trading Platform with live pricing and sales data. The lounges would have full VIP services and personal assistants to cater to our high net worth clients and would have armed guard security on duty at all times. Finally, we plan to build each showroom with an “educational area” with some “Gem Quality” jade on display and Audio/Visual presentations of the history of jade and its importance in Chinese culture. We intend to set ourselves apart from other jade retailers in that we plan to not only sell jade and jade products, but buy them as well. Much like the spot market for other precious metals and stones, such as gold, platinum or diamonds, customers would have a guarantee that they will be able to sell their jade easily at market prices.

In May 2018, we introduced our Jaedo® luxury jade jewelry to the world at JCK Las Vegas 2018, the leading jewelry expo in the United States. The show generated significant interest in our offerings that were displayed, though no sales have been closed. We have not produced any new jewelry under the Jaedo ® brand, however we intend to do so as part of our business plan.

We plan to purchase jade from trusted supply chains located in the biggest jade producing regions of the world, including China, Korea and Canada. We also plan to purchase jade from customers as part of our Buyback Guarantee program, ensuring a constant stream of investment grade jade products in addition to the investment, high-end and commercial grade jade and jade products purchased from resale through our wholesale channels.

Our current principal office and mailing address is 8950 SW 74 Court, Suite 2201 A44, Miami, FL 33156. Our telephone number is (786) 363-0136.

Results of Operations

Set forth below is a discussion of the financial condition and results of operations of our company for the years ended December 31, 2019 and 2018. The following discussion should be read in conjunction with the information set forth in the financial statements and the related notes thereto appearing elsewhere in this report.

For the Years Ended December 31, 2019 and December 31, 2018, respectively

	Year Ended December 31, 2019			Year Ended December 31, 2018
Revenue	$	Nil		$	Nil
Total Operating Expenses	$	214,613		$	723,184
Net Loss	$	(214,963	)	$	(723,136	)

Revenue

Our company has not yet implemented its business model and to date has generated no revenues.

Expenses

Our operating results for the years ended December 31, 2019 and 2018, are summarized as follows:

	Year Ended December 31, 2019			Year Ended December 31, 2018
General and administrative expenses	$	33,316		$	122,976
Management consulting fees – related party	$	138,000		$	293,000
Professional Fees	$	33,024		$	42,579
Impairment of intangible asset	$	350			-
Sales and Marketing Expense	$	10,273		$	264,629
Interest income	$	-		$	48
Net Loss	$	(214,963	)	$	(723,136	)

Total expenses for the year ended December 31, 2019 were $214,963, comprised of operating expenses of $214,613; and other expense of $350, resulting in a net loss for the year of $214,963 compared to a net loss of $723,136 for the year ended December 31, 2018. The decrease in expenses was primarily due a reduction in our operating activities, a reduction in the use of certain consultants, professionals and other general and administrative expenses.

Liquidity and Capital Resources

Working Capital

	At			At
	December 31,			December 31,
	2019			2018
Current Assets	$	4,135		$	22,411
Current Liabilities	$	480,163		$	287,605
Working Capital (Deficit)	$	(476,028	)	$	(265,194	)

Cash Flows

	Year Ended			Year Ended
	December 31,			December 31,
	2019			2018
Net Cash (Used in) Operating Activities	$	(107,317	)	$	(708,089	)
Net Cash Provided by (Used in) Investing Activities	$	Nil		$	(12,161	)
Net Cash Provided by Financing Activities	$	89,555		$	269,716
Net Decrease in Cash During the Period	$	(17,816	)	$	(450,534	)

As of December 31, 2019, we had a working capital deficiency of $476,028 consisting of cash on hand of $4,135 and $480,163 in current liabilities, as compared to a working capital deficiency of $265,194 with $21,951 of cash on hand, prepaid expenses of $460 and $287,605 in current liabilities at December 31, 2018.

Operating Activities

Net cash used in operating activities for the year ended December 31, 2019 was $107,317 as compared to net cash used in operating activities of $708,089 for the year ended December 31, 2018. The decrease of cash used by operating activities was due to the changes in our level of operating activities, specifically costs related to the development and execution of our business plan and the reduction in use of certain consultants and professionals.

Investing Activities

Net cash used in investing activities for the year ended December 31, 2019 was $Nil as compared to net cash used in investing activities of $12,161 for the year ended December 31, 2018. The decrease in cash used in investing activities was due to the nonrecurrence of certain acquisitions in the previous year of property and equipment for the JCK jewelry show and for the filing of our trademark.

Financing Activities

Net cash provided by financing activities for the year ended December 31, 2019 was $89,555 as compared to net cash provided by financing activities of $269,716 for the year ended December 31, 2018. The decrease is due to significantly more related party loans received in the prior year as compared to the current year.

Cash Requirements

As of December 31, 2019, there was $4,135 cash on hand in the corporate bank accounts. As of the date of this report, we have not generated any revenue from our business operations.

We will require additional funds for our budgeted expenses over the next 12 months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses.

Specifically, based on nominal operations we estimate our operating expenses and working capital requirements for the next 12 months to be as follows:

Description	Estimated Expenses ($)
General and administrative expenses	$	175,000
Transfer agent fees		3,000
Professional fees		35,000
Total	$	213,000

Future Financings

We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $213,000 over the next 12 months to pay for our ongoing expenses. These expenses, which will of course be higher in the event we enter into any transactions or complete any acquisitions include legal, accounting and audit fees as well as general and administrative expenses. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

We presently do not have any arrangements for additional financing for the expansion of our exploration operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the next twelve months.

Research and Development

We do not intend to allocate any funds to research and development over the next twelve months.

Contractual Obligations

As a smaller reporting company we are not required to provide tabular disclosure obligations.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Accounting Basis

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

Earnings (Loss) per Share

Our company adopted FASB ASC 260, Earnings per Share. Basic earnings (loss) per share is calculated by dividing our company’s net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted earnings per share is calculated by dividing our company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year, unless the effect is anti-dilutive due to net losses. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There were no diluted or potentially diluted shares outstanding for all periods presented.

Income Taxes

Our company adopted FASB ASC 740, Income Taxes, at its inception, under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of December 31, 2019 or December 31, 2018.

Related Parties

Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over our company in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Our company has these relationships.

Recent Accounting Pronouncements

The Company has reviewed all recently-issued pronouncements, and has determined them to have no current applicability to the Company, or their effect on the financial statements is not significant.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company,” we are not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Jade Global Holdings, Inc.

Miami, Florida

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Jade Global Holdings, Inc. (the Company) as of December 31, 2019 and 2018, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Consideration of the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and has no operations which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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 applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are 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 internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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

/s/ Pinnacle Accountancy Group of Utah

We have served as the Company’s auditor since 2015.

Pinnacle Accountancy Group of Utah

(a dba of Heaton & Company, PLLC)

Farmington, Utah

May 28, 2020

F-1

JADE GLOBAL HOLDINGS, INC.

BALANCE SHEETS

	December 31,			December 31,
	2019			2018

ASSETS

CURRENT ASSETS
Cash and equivalents	$	4,135		$	21,951
Prepaid expenses		-			460
Total Current Assets		4,135			22,411

FIXED ASSETS
Intangible assets		-			350
Furniture and equipment (net)		5,670			9,449
Total Fixed Assets		5,670			9,799

TOTAL ASSETS	$	9,805		$	32,210

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	21,257		$	1,754
Accounts payable – related party		98,500			15,000
Loans payable – related party		360,406			270,851

TOTAL LIABILITIES		480,163			287,605

COMMITMENTS AND CONTINGENCIES		-			-

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding		-			-
Common stock, $0.0001 par value, 25,000,000 shares authorized, 12,000,383 shares issued and outstanding		1,200			1,200
Additional paid-in capital		1,645,479			1,645,479
Accumulated deficit		(2,117,037	)		(1,902,074	)
Total Stockholders’ Equity (Deficit)		(470,358	)		(255,395

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	9,805		$	32,210

See Accompanying Notes to the Financial Statements

F-2

JADE GLOBAL HOLDINGS, INC.

STATEMENTS OF OPERATIONS

	Year Ended			Year Ended
	December 31, 2019			December 31, 2018
REVENUES:
Revenue	$	-		$	-

OPERATING EXPENSES
General and administrative		33,316			122,976
Management consulting fees – related party		18,000			203,000
Financial management consulting fees – related party		120,000			90,000
Professional Fees		33,024			42,579
Sales and Marketing		10,273			264,629
Total Operating Expenses		214,613			723,184

LOSS FROM OPERATIONS		(214,965	)		(723,184	)

Other Income (Loss)
Impairment of intangible asset		(350	)		-
Interest income		-			48
Total Other Loss		(350	)		48

NET LOSS BEFORE PROVISION FOR INCOME TAXES		(214,963	)		(723,136	)

PROVISION FOR INCOME TAXES		-			-

NET LOSS	$	(214,963	)	$	(723,136	)

Net loss per share - basic and diluted	$	(0.02	)	$	(0.06	)

Weighted average number of shares outstanding during the period - basic and diluted		12,000,383			12,000,383

See Accompanying Notes to the Financial Statements

F-3

JADE GLOBAL HOLDINGS, INC.

STATEMENT STOCKHOLDERS’ EQUITY (DEFICIT)

	Preferred Stock				Common Stock				Additional Paid-In		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total

Balance, December 31, 2017		-	$	-		12,000,383	$	1,200	$	1,645,479	$	(1,178,938	)	$	467,741

Net Loss, 2018		-		-		-		-		-		(723,136	)		(723,126	)

Balance, December 31, 2018		-		-		12,000,383		1,200		1,645,479		(1,902,074	)		(255,395	)

Net Loss, 2019		-		-		-		-		-		(214,963	)		(214,963	)

Balance, December 31, 2019		-		-		12,000,383	$	1,200	$	1,645,479	$	(2,117,037	)	$	(470,358	)

See Accompanying Notes to the Financial Statements

F-4

JADE GLOBAL HOLDINGS, INC.

STATEMENTS OF CASH FLOWS

	Year Ended			Year Ended
	December 31, 2019			December 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(214,963	)	$	(723,136	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		3,779			2,362
Impairment of intangible assets		350			-
Changes in operating assets and liabilities:
Decrease (Increase) in prepaid expense		460			(460	)
Increase in accounts payable and accrued expenses, including related party		103,003			13,145
Net Cash Provided (Used In) By Operating Activities		(107,371	)		(708,089	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of furniture and equipment		-			(11,811	)
Purchase of intangible assets		-			(350	)
Net Cash Used In Investing Activities		-			(12,161	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans payable, related party		89,555			276,300
Repayments on loans payable, related party		-			(6,584	)
Net Cash Provided By Financing Activities		89,555			269,716

NET INCREASE (DECREASE) IN CASH		(17,816	)		(450,534	)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		21,951			472,485

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	4,135		$	21,951

Supplemental Disclosures of Cash Flow Information
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

See Accompanying Notes to the Financial Statements

F-5

JADE GLOBAL HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

Jade Global Holdings, Inc. (the “Company”) was incorporated as FanSport, Inc., on March 16, 2011, to develop and provide social gaming mobile applications for fantasy sports enthusiasts. On September 3, 2013, the Company changed its name from FanSport, Inc. to Media Analytics Corporation. The Company was focused on developing or acquiring software that helps companies track their social data.

On December 15, 2016, Media Analytics Corporation, the majority shareholders of the Company (the “Sellers”) and certain buyers (the “Purchasers”) entered into a stock purchase agreement (the “Stock Purchase Agreement”), whereby the Purchasers purchased from the Sellers 380,000 shares of common stock, par value $0.0001 per share, of the Company (the “Shares”), representing approximately 75.99% of the issued and outstanding shares of the Company. On December 27, 2016, the Company changed its name to Jade Global Holdings, Inc. The Company intends to engage in the wholesale and retail trade of jade and jade products through retail stores and online websites. In connection therewith, Michael Johnson, the Company’s then-sole officer and Director, resigned from his positions and named Guoqiang Qian, Scott Silverman and Min Shi as directors, and Guoqiang Qian, Scott Silverman and Min Shi to the positions of President and CEO, Treasurer and CFO, and Secretary, respectively.

On July 20, 2017, Jade Global Holdings received Chinese government approval to form a new wholly-owned foreign enterprise operating subsidiary in Shanghai, P.R.China, Shanghai Jaedo Jewelry Co., Ltd. (“Jaedo”). Jaedo was to seek opportunities to either enter into joint ventures or to open wholly-owned jade trading clubs in the People’s Republic of China. As of December 31, 2019, Jaedo had not been formed and the application was abandoned. As Jaedo was never formed and did not commence operations, no consolidation was necessary, and the accompanying financial statements solely represent Jade Global Holdings, Inc.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Basis

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. The Company’s fiscal year end is December 31.

Cash and Cash Equivalents

Cash and cash equivalents are reported in the balance sheet at cost, which approximates fair value. For the purpose of the financial statements, cash equivalents include all highly liquid investments with an original maturity of three months or less when purchased.

Earnings (Loss) per Share

The Company has adopted FASB ASC 260, Earnings per Share. Basic earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted earnings (per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the period, and is not presented if antidilutive due to net losses. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There were no dilutive or potentially dilutive securities outstanding as of December 31, 2019 and 2018.

F-6

JADE GLOBAL HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Income Taxes

The Company adopted FASB ASC 740, Income Taxes, at its inception. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of December 31, 2019 or December 31, 2018.

Property and Equipment

Property and equipment is recorded at cost. Expenditures for major betterments and additions are charges to the asset accounts, while replacements, maintenance and repairs which do not improve or extend the lives of the respective assets are charged to expense as incurred.

Property and Equipment at December 31, 2019 and 2018 were as follows:

	December 31, 2019			December 31, 2018
Furniture	$	11,811		$	11,811
Less accumulated depreciation		(6,141	)		(2,362	)

	$	5,670		$	9,449

Depreciation

Depreciation of property and equipment is computed by the straight-line method using various rates based generally on the useful lives of the assets, which range from five to seven years.

During the years ended December 31, 2019 and 2018, the Company recorded depreciation expense of $3,779 and $2,362, respectively.

Fair Value of Financial Investments

The fair value of cash and cash equivalents, accounts payable, accrued liabilities, and loans payable approximates the carrying amount of these financial instruments due to their short term maturity.

Advertising

The Company will expense advertising as incurred. Advertising expense was $0 and $3,206 for the twelve months ended December 31, 2019 and December 31, 2018, respectively.

F-7

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

When preparing the financial statements for the twelve months ended December 31, 2019, management determined that certain amounts included in the Company’s December 31, 2018 financial statements required reclassification. In the twelve months ended December 31, 2018, Management and Consulting Fees – related party were presented as part of General and Administrative Expense, and Transfer Agent Fees were presented separately. In the current statements, these amounts have been reclassified to more accurately reflect the Statements of Operations. In addition, proceeds received from Loans Payable - related party were reclassified from operating activities to financing activities. No other changes were required in connection with the reclassification. Such reclassification had no effect on the financial position, loss per share, operations or cash flows for the periods ended December 31, 2018.

In the twelve months ended December 31, 2018, Advances from related party were presented as part of General and Administrative Expense. In the current statements, these amounts have been reclassified to more accurately reflect the Statements of Operations. No other changes were required in connection with the reclassification. Such reclassification had no effect on the financial position, loss per share, operations or cash flows for the periods ended December 31, 2018.

Related Parties

Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over the Company in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. The Company has these relationships.

Intangible Assets

The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. Customer relationships, brands and other non-contractual intangible assets with determinable lives are amortized over periods generally ranging from 5 to 30 years. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. During the years ended December 31, 2019 and 2018, the Company recorded impairment loss of $350 and $0, respectively.

F-8

JADE GLOBAL HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Intangible assets at December 31, 2019 and 2018 were as follows:

	December 31, 2019		December 31, 2018
Trademark	$	-	$	350
Less accumulated amortization		-		-

	$	-	$	350

Recent Authoritative Accounting Pronouncements

The Company has reviewed all recently-issued pronouncements, and has determined them to have no current applicability to the Company, or their effect on the financial statements is not significant.

Concentrations of Credit Risk

The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. Our cash balances at December 31, 2019 and December 31, 2018 were not in excess of the FDIC insurance threshold

NOTE 3. GOING CONCERN

As reflected in the accompanying financial statements, the Company has a net loss of $214,963 and negative cash flows of $17,816 for the twelve months ended December 31, 2019. In addition, the Company has not had any revenues and the only prospect for positive cash flow is through the issuance of common stock or debt. If the Company does not begin to generate sufficient revenue or raise additional funds through a financing, the Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence. There are currently no plans or agreements in place to provide such funding. The Company will require additional funding to finance the growth of its future operations as well as to achieve its strategic objectives. As a result of the Covid-19 crisis, the Company may experiencing difficulties in raising these funds due to economic impacts on funding sources. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and generate revenue. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4. INCOME TAXES

The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10, and did not have any material unrecognized tax benefits as of December 31, 2019 or December 31, 2018.

The Company files tax returns in the U.S. federal jurisdiction and the state of Florida. Our policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. During the twelve months ended December 31, 2019 and 2018, the Company did not recognize expense for interest or penalties related to income tax, and does not have any amounts accrued at December 31, 2019 or 2018, as the Company does not believe it has taken any uncertain tax positions. Tax returns for the years ended December 31, 2016 through December 31, 2019 have been filed and remain open for examination by the taxing authorities.

F-9

JADE GLOBAL HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

NOTE 4. INCOME TAXES – Continued

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted into law including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21%. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. The Company does not have any foreign earnings and therefore, we do not anticipate the impact of a transition tax.

At December 31, 2019 and 2018, the Company had net operating loss carryforwards of approximately $2,117,037 and $1,902,074, respectively, which may be offset against future taxable income indefinitely. No tax benefit has been reported in the financial statements because the potential tax benefits of the net operating loss carryforwards of approximately $444,578 and $399,436, respectively, are offset by valuation allowances of the same amounts. The change in valuation allowance was $45,142 and $151,859 during the years ended December 31, 2019 and 2018, respectively.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. As a result of the change in majority ownership, net operating loss carryforwards may be limited as to future use.

NOTE 5. STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

There are 10,000,000 Preferred Shares at $0.0001 par value authorized with none issued and outstanding at December 31, 2019 or December 31, 2018.

Common Stock

There are 25,000,000 Common shares at $0.0001 par value authorized with 12,000,383 shares issued and outstanding at December 31, 2019 and December 31, 2018. There were no common stock transactions during the years ended December 31, 2019 and 2018.

NOTE 6. RELATED PARTY TRANSACTIONS

Loans Payable

On August 7, 2017, the Company’s CEO loaned the Company $1,135 to fund operations.

During the twelve months ended December 31, 2019 and 2018, Jade International Group, Inc., a company owned and controlled by the Company’s CEO, loaned the Company $89,555 and $276,300, respectively, to fund operations. During the 12 months ended December 31, 2019 and 2018, the Company repaid $0 and $6,584, respectively.

The loans are non-interest bearing and due on demand. As of December 31, 2019 and 2018, $360,406 and $270,851, respectively, was owed on these loans.

F-10

JADE GLOBAL HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

NOTE 6. RELATED PARTY TRANSACTIONS – Continued

Management Fees

During the twelve months ended December 31, 2019 and 2018, the Company incurred $120,000 and $90,000, respectively, in financial management consulting fees with EverAsia Financial Group, Inc, a company beneficially owned or controlled by Scott Silverman, our Chief Financial Officer and Director. At December 31, 2019 and 2018, $88,500 and $15,000 in fees were due to EverAsia Financial Group.

During the twelve months ended December 31, 2019 and 2018, the Company incurred $18,000 and $203,000, respectively, in management consulting fees with Forbstco International, LLC, a company beneficially owned or controlled by Min Shi, our Secretary and Director. At December 31, 2019 and 2018, $10,000 and $0, respectively, in fees were due Forbstco International.

The Company owed $458,906 and $285,851 to these related parties for management consulting services at December 31, 2019 and 2018, respectively.

NOTE 7. SUBSEQUENT EVENTS

On March 11, 2020, Jade International Group, Inc, a company owned and controlled by the Company’s CEO, contributed $14,980 to the Company to fund operations. The contribution was accounted for as contributed capital.

On May 14, 2020, Jade International Group, Inc, a company owned and controlled by the Company’s CEO, contributed $10,000 to the Company to fund operations. The contribution was accounted for as contributed capital.

The Company has evaluated events from December 31, 2019 through the date these financial statements were issued and there are no additional events requiring disclosure.

F-11

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of December 31, 2019 to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Securities Exchange Act Rules 13a-15(f) or 15d-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP.

We conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2019, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on the Company’s assessment, management has concluded that its internal control over financial reporting was not effective as of December 31, 2019 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable, not absolute, assurance with respect to financial statement preparation and presentation and may not prevent or detect misstatements. We do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. In addition, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Our Management’s Report on Internal Control over Financial Reporting was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only our report. Therefore, this Transition Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding our internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the year December 31, 2019, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name	Position	Age		Date First Elected or Appointed

Guoqiang Qian	President, Chief Executive Officer and Chairman		62	December 21, 2016
Scott J. Silverman	Treasurer, Chief Financial Officer and Director		50	December 21, 2016
Min Shi	Secretary and Director		60	December 21, 2016

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Guoqiang Qian — President, Chief Executive Officer and Chairman

Guoqiang Qian spent the earlier part of his 40-year career working for the Shanghai Railway Yangpu Station and Shanghai Railway Bureau. Since 1995, Mr. Qian has served in several executive roles, including as the Executive President of the Hong Kong Huntec Group and General Manager of Shanghai Guoyin Science & Technology Co., Ltd. In 2010, Mr. Qian created Shanghai Bridgeway-Horizon Multimedia Technology Co., Ltd., which was engaged in the development of multimedia, animation and gaming technologies that were implemented at several large-scale resorts in China. In 2012, he founded Shanghai Dingyangxuan Investment Management, that engaged in the investment and management of artwork. He then founded the Shanghai Dingyangxuan Tea Culture Museum and the Shanghai Shuojue Art Museum and Shanghai Cuicange Treasury Museum in 2014 and 2016 respectively. He currently sits on the Board of Directors of the Shanghai Cuican Culture Diffusion Co., Ltd and is the Deputy Chairman of Chinese Civil Collections Preservation Commission. Mr. Qian attended university in China and earned his Master’s degree in political economics.

Scott J. Silverman — Treasurer, Chief Financial Officer and Director

Mr. Silverman is an accomplished and integrity-driven financial executive who has over 25 years of business success on national and international levels, with strong concentration and successes in SME operational and financial management. He has a highly diverse knowledge of financial, legal and operations management; public company management, accounting and Securities and Exchange Commission regulations. Mr. Silverman specializes in establishing and streamlining back-office policies and procedures and implementing sound financial management and internal controls necessary for enterprise growth and scalability. While serving as the VP of Finance of Itopia, Mr. Silverman was involved in the raise of over $5 million, reduced expenses by more than 40% and participated in a 100% increase in year-over-year top line revenues. Mr. Silverman is also one of the founders, and serves as President and CEO, of EverAsia Financial Group, which grew into a multi-national corporate financial management and advisory firm serving clients in the United States and Asia. Well versed in securities regulations and accounting, Mr. Silverman has orchestrated investor exits for multiple companies, including ushering five client companies through successful public offerings. While at ICV, a boutique private equity firm, Mr. Silverman managed a $35 million portfolio of companies, simultaneously serving as the CFO for both the parent company and for several portfolio companies, one of which was listed on the Entrepreneur Magazine “Hot 100” list, and was ultimate successfully spun off, delivering added value to its shareholders. In addition to being an Intuit QuickBooks ProAdvisor, Mr. Silverman is well versed in Microsoft licensing and Office365 administration and has a working knowledge of IT systems.

Min Shi — Secretary and Director

Min Shi has been an international business consultant and has worked in the investment and finance industry, both in the United States and in China, for more than 25 years. Since 2001, Ms. Shi has assisted American companies which were conducting, or wished to conduct, business in China. She has worked successively in the roles of associate, senior counselor, Finance and Investment Department Manager, Asset Management, Mutual Fund Department Manager, and Vice President at the Nan Yang Investment Company of China, Jia Shi Investment Group of Hong Kong, China Hao Ran Investment Company, China Long Sheng Heng Ye Investment Company and China Wall Street Investment Company, respectively. Ms. Shi has worked with many small and medium sized companies on overseas market development, assisting them in securing financing in the United States, Hong Kong and Chinese capital markets. Additionally, she has consulted for several US based companies by making introductions to, and improving relations with, the Chinese government. Ms. Shi has worked with several banks and Chinese provincial governments on various projects, including financing government real estate development projects and mergers or acquisitions between government owned and private enterprises in China. Ms. Shi has a Bachelors degree from the Chinese Medical University of Beijing.

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

	1.	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

	2.	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

	3.	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

	4.	been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

	5.	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	6.	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and 5, respectively. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the periods covered by this report, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with.

Code of Ethics

We have adopted a written code of conduct that applies to all of our directors, executive officers and employees, including our principal executive officer, principal accounting officer and principal financial officer. Our Code of Business Conduct and Ethics was filed with the Securities and Exchange Commission as Exhibit 14.1 to our Registration Statement on Form S-1 on April 27, 2011. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: 8950 SW 74^th Court, Suite 2201-A44, Miami, FL 33156.

Committees of the Board

All proceedings of our sole director were conducted by resolutions consented to in writing by the director and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the director entitled to vote on that resolution at a meeting of the directors are, according to the corporate laws of the state of Nevada and bylaws of our company, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have any written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes that the functions of such committees can be adequately performed by our sole director.

Our company does not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. The sole director believes that, given the early stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. Our director assesses all candidates, whether submitted by management or shareholders, and makes recommendations for election or appointment.

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our president at the address appearing on the first page of this annual report.

Audit Committee and Audit Committee Financial Expert

We do not have a director that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K, and is “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our directors do not believe that it is necessary to have such committees because they believe the functions of such committees can be adequately performed by the members of our board of directors.

Item 11. Executive Compensation.

The following table provides summary information concerning compensation paid or accrued by us to our named executive officers for services rendered to us for the years ended December 31, 2019 and 2018.

Summary Compensation Table
Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)			Total ($)

Guoqiang Qian	2019		-		-		-		-		-		-		-			-
President & Chief Executive Officer	2018		-		-		-		-		-		-		-			-

Scott J. Silverman	2019		-		-		-		-		-		-		120,000	(1)		120,000
Treasurer & Chief Financial Officer	2018		-		-		-		-		-		-	$	90,000	(1)		90,000

Min Shi	2019		-		-		-		-		-		-		18,000	(2)		18,000
Secretary	2018		-		-		-		-		-		-	$	203,000	(2)		203,000

(1)	During the years ended December 31, 2019 and 2018, $120,000 and $90,000 in consulting fees were incurred with EverAsia Financial Group, Inc, a company beneficially owned or controlled by Scott Silverman, our Chief Financial Officer and Director, respectively. At December 31, 2019 and December 31, 2018, $88,500 and $15,000 in accounts payable were due to EverAsia Financial Group.

(2)	During the years ended December 31, 2019 and 2018, $18,000 and $203.000 in consulting fees were incurred with Forbstco International, LLC, a company beneficially owned or controlled by Min Shi, our Secretary and Director, respectively.

Stock Option Plan

Currently, we do not have a stock option plan in favor of any director, officer, consultant or employee of our company.

Outstanding Equity Awards at Fiscal Year End

No equity awards were outstanding as of the year ended December 31, 2019.

Option Exercises

During our year ended December 31, 2019 there were no options exercised by our named officers.

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

We have determined that none of our directors are independent directors, as that term is 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)(15) of the NASDAQ Marketplace Rules.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Family Relationships

There are no family relationships between any of our directors, executive officers or directors.

Equity Compensation Plans

We do not have any securities authorized for issuance under any equity compensation plan. We also do not have an equity compensation plan and do not plan to implement such a plan.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth, as of May 28, 2020, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage of Class⁽¹⁾
Directors and Officers
Guoqiang Qian No. 2 1099 Nong Tangshan Road, Room 504 Yangpu District Shanghai 200082 China		4,945,716		41.2	%
Scott J. Silverman⁽²⁾ 8950 SW 74^th Ct Miami, FL 33156		296,954		2.5	%
Min Shi 109 Alumroot Irvine Ca 92620		1,841,302		15.3	%
Directors and Officers as a group (3 persons)		7,083,972		59	%
5% Shareholders
Yanping Qian⁽³⁾ No. 3, 1100 Nong Lanzhou Road, Room 604 Yangpu District Shanghai CHINA		1,187,937		9.9	%

(1)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on May 28, 2020. As of May 28, 2020, there were 12,000,383 shares of our company’s common stock issued and outstanding.

(2)	Indirectly through EverAsia Financial Group, Inc. which Mr. Silverman has sole voting and dipositive power over.

(3)	Yanping Qian is the sister of our CEO, Guoqiang Qian.

Changes in Control

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction for the year ended December 31, 2018, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

During the years ended December 31, 2019 and 2018, $120,000 and $90,000 in consulting fees incurred with EverAsia Financial Group, Inc, a company beneficially owned or controlled by Scott Silverman, our Chief Financial Officer and Director, respectively. At December 31, 2019 and December 31, 2018, $88,500 and $15,000 in accounts payable were due to EverAsia Financial Group.

During the years ended December 31, 2019 and 2018, $1,080 and $0 were loaned to the Company by EverAsia Financial Group, Inc., a company beneficially owned or controlled by Scott Silverman, our Chief Financial Officer and Director, respectively.

During the years ended December 31, 2019 and 2018, $18,000 and $203,000 in consulting fees were incurred with Forbstco International, LLC, a company beneficially owned or controlled by Min Shi, our Secretary and Director, respectively.

During the years ended December 31, 2019 and 2018, $88,475 and $270,851 were loaned to the Company by Guoqiang Qian, our CEO, and/or a company beneficially owned or controlled by our CEO.

Director Independence

We have determined that our directors are not “independent directors” as defined in NASDAQ Marketplace Rule 4200(a)(15).

We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

Item 14. Principal Accounting Fees and Services.

The aggregate fees billed for the years ended December 31, 2019 and 2018 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended December 31, 2019		Year Ended December 31, 2018
Audit Fees	$	9,000	$	10,000
Audit Related Fees		Nil		Nil
Tax Fees		Nil		Nil
All Other Fees		Nil		Nil
Total	$	9,000	$	10,000

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)	Financial Statements

	(1)	Financial statements for our company are listed in the index under Item 8 of this document

	(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b)

Exhibits

Exhibit Number		Description
3.1		Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on April 27, 2011)
3.2		Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on April 27, 2011)
3.3		Articles of Amendment (incorporated by reference to our Current Report on Form 8-K filed on February 14, 2013)
3.4		Articles of Amendment (incorporated by reference to our Current Report on Form 8-K filed on August 30, 2013)
3.5		Articles of Amendment date January 31, 2017 (incorporated by reference to our Current Report on Form 8-K filed on April 10, 2017)
3.6		Articles of Amendment dated March 14 (incorporated by reference to our Current Report on Form 8-K filed on April 10, 2017)
10.1		Form of Stock Purchase Agreement between the Company and Non-U.S. Investors dated March 13, 2017 (incorporated by reference to our Current Report on Form 8-K filed on April 10, 2017)
10.2		Stock Purchase Agreement between the Company and EverAsia Financial Group, Inc. dated March 13, 2017 (incorporated by reference to our Current Report on Form 8-K filed on April 10, 2017)
10.3		Stock Purchase Agreement dated December 15, 2016 (incorporated by reference to our Current Report on Form 8-K filed on December 21, 2016)
14.1		Code of Ethics and Business Conduct (incorporated by reference to our Registration Statement on Form S-1 filed on April 27, 2011)
31.1*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.
31.2*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Accounting Officer.
32.1+		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.
32.2+		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Accounting Officer.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.

+	In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2 are being furnished and not filed.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	JADE GLOBAL HOLDINGS, INC.

Dated: May 28, 2020	By:	/s/ Guoqiang Qian
		Guoqiang Qian
		President, Chief Executive Officer and Director (Principal Executive Officer)

Dated: May 28, 2020	By:	/s/ Scott J. Silverman
		Scott J. Silverman
		Treasurer, Chief Financial Officer and Director (Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: May 28, 2020	By:	/s/ Guoqiang Qian
		Guoqiang Qian
		President, Chief Executive Officer and Director (Principal Executive Officer)

Dated: May 28, 2020	By:	/s/ Scott J. Silverman
		Scott J. Silverman
		Treasurer, Chief Financial Officer and Director (Principal Accounting Officer)

Dated: May 28, 2020	By:	/s/ Min Shi
		Min Shi
		Secretary and Director

Jade Global Holdings, Inc. 10-K