UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT ~~REPORT~~ ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~ REPORT

~~Date~~Pursuant to ofSection ~~Report~~13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported): April~~Exchange ~~15,~~Act ~~2019~~of ~~(April 11, 2019)~~1934

Date of Report (Date of earliest event reported): May 16, 2019

J.E.M. CAPITAL, INC.

(Exact name ~~Name~~ of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware	333-179130	~~333~~46-~~179130~~0525801	~~46-0525801~~
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
5B, Prat Building, 13 Prat Avenue, TsimShaTsui, Kowloon, HK (Address of Principal Executive Offices) (Zip Code)

~~852-27707297 (Registrant's~~5B, ~~telephone~~Prat ~~number~~Building, ~~including~~13 ~~area~~Prat ~~code~~Avenue, TsimSha Tsui, Kowloon, HK (Address of Principal Executive Offices) (Zip Code)

~~Check the appropriate box below if the Form 8-K filing~~Registrant's istelephone ~~intended~~number, toincluding ~~simultaneously~~area ~~satisfy~~code ~~the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):~~852-27707297

~~[ ]~~ ~~Written~~N/A (Former ~~communications~~name ~~pursuant~~or toformer ~~Rule~~address, ~~425~~if ~~under~~changed ~~the~~since ~~Securities~~last ~~Act (17 CFR 230~~report.~~425~~)

~~[ ]~~ Check ~~Soliciting~~the ~~material~~appropriate ~~pursuant~~box tobelow ~~Rule~~if ~~14a~~the Form 8-12K ~~under~~filing is intended to simultaneously satisfy the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14a-12)~~registrant under any of the following provisions:

~~[ ]~~ ¨ ~~Pre-commencement~~Written communications pursuant to Rule ~~14d-2(b)~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14d-2(b~~425))

~~[ ]~~ ¨ ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐1

~~Item~~If an ~~5.02.~~emerging ~~Departure~~growth ofcompany, ~~Directors~~indicate orby ~~Certain~~check ~~Officers;~~mark ~~Election~~if ofthe ~~Directors;~~registrant ~~Appointment~~has ofelected ~~Certain~~not ~~Officers;~~to ~~Compensatory~~use ~~Arrangements~~the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of ~~Certain~~the ~~Officers~~Exchange Act.☐

~~The Company announced that effective April 11, 2019, Mr.~~Section ~~Leung~~5 ~~Chi~~- ~~resigned~~Corporate ~~from~~Governance ~~his positions as Chief Executive Officer~~ and ~~Chairperson of the Board of Directors. Mr. Leung’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.~~Management

~~The Company announced that effective April 11, 2019, Ms.~~Items ~~Cheng Sze Ki resigned from her positions as Chief Financial Officer, Director and Corporate Secretary~~5.02 ~~Ms.~~Departure ~~Cheng’s resignation was not the result~~ of ~~any~~Directors ~~disagreement~~or ~~with~~Principal ~~the~~Officers; ~~Company~~Election onof ~~any~~Directors; ~~matter~~Appointments ~~relating~~of toPrincipal ~~the Company’s operations, policies or practices.~~Officers

~~Also~~On May ~~on April 11~~16, 2019, the ~~Board~~Company ofaccepted ~~Directors~~the ofresignation from Xia MingJing as the Company’s Corporate Secretary. Effective ~~appointed~~on the same date to fill the vacancy created by Mr. Xia MingJing’s asresignation, ~~Chairman~~the ofCompany appointed YinFook To “Tony”, as the ~~Board~~Company’s ofCorporate ~~Directors~~Secretary. Mr. Xia ~~was~~MingJing’s ~~also~~resignation ~~appointed~~did not arise from any disagreement on any matter relating to the ~~Chief~~Company’s operations, policies or practices, nor regarding the general direction of the Company and he will continue in the capacity of Chief Executive Officer, Chief Financial Officer and ~~Corporate~~Chairman ~~Secretary~~ of the ~~Company by the~~ Board of Directors onof the ~~same date~~Company.

2Biographical information for YinFook To “Tony”

~~SIGNATURES~~YinFook To “Tony” Mr. To started working on the US capital markets in recent years and is currently in the process of founding a joint US/China financial innovation company. He is experienced in management consulting, marketing, business development, operation and administration, having worked in Greater China for 18 years (lived in Hong Kong, Beijing, Shanghai, Shenzhen, Chongqing). He has coached CEOs of American companies and worked with them on China market entry strategies and actual implementation. Mr. To also worked on the past Beijing 2008 Olympics, got well-acquainted with major Chinese companies in China. Back in 2003, he was invited by a senior Olympic advisor to work as a consultant on the Beijing Olympic preparation with the Beijing government, the owners of the Olympic stadium, and the worldwide and local Chinese Olympic sponsors. Through his work on the Beijing Olympics, he developed high level China contacts that help him navigate the complex China network of people and policies in order to provide China market-entry services to western companies. He is a native of Nanjing China, grew up in Hong Kong and graduated from Brigham Young University-Hawaii. Mr. To served as Director/Head of Hong Kong Operation of World Organization of Governance and Competitiveness (WOGC) from 2017 to 2018, Vice President of Eastgate, Inc. from 2009 to 2017, and Project Manager of the Office of Senior Advisor of Beijing 2008 Olympics from 2003 to 2007. Mr. To currently serves as a member of the board of directors for International Leaders Capital Corporation.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURES

~~Dated:~~Pursuant to ~~April~~the 15requirements of the Securities Exchange Act of 1934, ~~2019~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

J.E.M. CAPITAL, INC. (Registrant) Date: May 17, 2019 By: /s/ Xia MingJing Xia MingJing Chief Executive Officer

~~By: /s/ Xia MingJing Mr. Xia MingJing~~2

Chief Executive Officer

Filing Compare · J.E.M. CAPITAL, INC.