UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

⌧ ~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~QUARTERLY ~~the~~REPORT ~~quarterly~~PURSUANT ~~period~~TO ~~ended~~SECTION ~~September~~13 OR 15(d) OF THE SECURITIES ~~30,~~EXCHANGE ~~2018~~ACT OF 1934

~~¨ TRANSITION REPORT~~For ~~PURSUANT~~the TOquarterly ~~SECTION~~period 13ended ORSeptember 30, ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~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: 333-179130

J.E.M. Capital, Inc.

(Exact name of registrant as specified in its charter)

Delaware	46-0525801
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

~~21/F.~~5B, ~~One~~Prat ~~Harbour Square~~Building, ~~181 Hoi~~13 ~~Bun~~Prat ~~Road~~Avenue, Tsim ~~Kwun~~Sha ~~Tong~~Tsui, Kowloon, Hong Kong

(Address of principal executive offices)

(852) ~~9625~~ ~~0097~~3957 0379

(Registrant’'s telephone number, ~~including~~ including area code (Former address, if changed since last report) (Former fiscal year, if changed since last report)

~~(Former~~Indicate ~~address,~~by ifcheck ~~changed since~~mark ~~last~~whether ~~report~~the registrant (1) has filed all reports required to be filed by Section 13 or 15(~~Former~~d) ~~fiscal~~of ~~year,~~the ifSecurities Exchange ~~changed~~Act ~~since~~of ~~last~~1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), ~~report~~and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ⌧

Indicate by check mark whether the registrant ~~(1)~~ has ~~filed~~submitted electronically and posted on its corporate Web site, if any, every Interactive ~~all~~Data ~~reports~~File required to be ~~filed by~~submitted ~~Section~~and ~~13 or~~posted ~~15(d)~~pursuant to Rule 405 of ~~the~~ ~~Securities~~Regulation ~~Exchange Act~~S-T (§232.405 of ~~1934~~ this chapter) during the ~~preceding~~ preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit ~~such reports),~~ and ~~(2) has~~post ~~been subject to~~ such ~~filing requirements for the past 90 days~~files). Yes ~~¨ No~~☐ No ⌧

Indicate by check mark whether the registrant is ~~has~~a ~~submitted~~large ~~electronically every~~accelerated ~~Interactive~~filer, ~~Data File~~an ~~required~~accelerated ~~to be~~filer, ~~submitted~~a ~~pursuant to~~non-accelerated ~~Rule~~filer, ~~405 of~~smaller ~~Regulation~~reporting ~~S-T (§232~~company, or an emerging growth company.~~405~~ See the definitions of ~~this chapter)~~"large ~~during~~accelerated ~~the preceding~~filer," 12"accelerated ~~months (or~~filer," ~~for~~"smaller ~~such~~reporting company," ~~shorter~~and ~~period~~"emerging ~~that the~~growth ~~registrant~~company" ~~was required~~in toRule ~~submit such~~12b-2 ~~files).~~of ~~Yes ¨~~the ~~No ⌧~~Exchange Act.

~~Indicate by~~Large ~~check~~accelerated ~~mark whether~~filer ~~the~~☐ ~~registrant is~~Accelerated ~~a large accelerated~~ filer, an☐ ~~accelerated filer, a non~~Non-accelerated filer, a☐ ~~smaller~~Smaller reporting ~~company,~~ ~~or an emerging growth~~ company. ~~See the~~☒ ~~definitions~~(Do ~~of “large~~not ~~accelerated~~check ~~filer,”~~if ~~“accelerated filer,”~~a “smaller reporting company,”) ~~and~~Emerging ~~“emerging~~ growth company~~” in~~ ~~Rule 12b-2 of the Exchange Act.~~☐

~~Large~~If an ~~accelerated~~emerging ~~filer~~growth ¨company, ~~Accelerated~~indicate ~~filer~~by ¨check ~~Non-accelerated~~mark ~~filer~~if ¨the ~~Smaller~~registrant ~~reporting~~has ~~company~~elected ⌧not ~~Emerging~~to ~~growth~~use ~~company~~the ¨extended transition period for complying ☐

IfIndicate ~~an emerging growth company, indicate~~ by check mark ifwhether the registrant ~~has~~is ~~elected~~a ~~not~~shell tocompany ~~use~~(as ~~the~~defined ~~extended~~in ~~transition~~Rule ~~period~~12b-2 ~~for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)~~ of the Exchange Act). ¨Yes ⌧ No ☐

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

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant ~~has~~ filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the ~~Securities~~ Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No☐ ¨No ☐

Applicable only to corporate issuers:

Indicate the number of shares outstanding of of each of the issuer’'s classes of common stock, as of the latest practicable date. As of November 1214, ~~2018~~2019, there were 1214,032,400 ~~shares~~ shares of common stock, $0.0001 par value per share, issued and outstanding .

J.E.M. CAPITAL, INC.

~~Quarterly Report~~QUARTERLY onREPORT ~~Form~~ON FORM 10-Q

TABLE OF CONTENTS

			Page
PART I. FINANCIAL INFORMATION
	Item 1.	Consolidated Financial Statements (Unaudited)	3
	Item 2.	Management’'s Discussion and Analysis of Financial Condition and Results of Operations	13
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
	Item 4.	Controls and Procedures	16
PART II. OTHER INFORMATION
	Item 1.	Legal Proceedings	17
	Item 1A.	Risk Factors	17
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
	Item 3.	Defaults Upon Senior Securities	17
	Item 4.	Mine Safety Disclosures	17
	Item 5.	Other Information	17
	Item 6.	Exhibits	18
SIGNATURES			19

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PART I – FINANCIAL INFORMATION

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on management’'s beliefs and assumptions, and on information currently ~~available~~ available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “"Management’'s Discussion and Analysis of Financial Condition and Results of Operations”" in Item 2 of Part I of this Quarterly Report on Form 10-Q. Forward-looking statements also include statements in which words such as “as "expect,”" “"anticipate,~~” “~~" "intend,”" “"plan,~~” “~~" "believe,”" “"estimate,”" “"consider,”" or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties, and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

ITEM 1. Consolidated Financial Statements

The unaudited consolidated financial statements of the registrant for the three and nine months ended September 30, ~~2018~~2019 and consolidated financial statements for ~~2017~~2018 follows. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. All such adjustments are of a normal and recurring nature.

CONSOLIDATED FINANCIAL STATEMENTS

	Page
Consolidated Balance Sheets as of September 30, 2018 (Unaudited) and as of December 31, 2017	4
Consolidated Balance Sheets as of September 30, 2019 (Unaudited) and as of December 31, 2018	4
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2018 and 2017 (Unaudited)	5
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2019 and 2018 (Unaudited)	5
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2018 and 2017 (Unaudited)	6
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018 (Unaudited)	6
Notes to Unaudited Consolidated Financial Statements	7 - 12

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J.E.M. CAPITAL, INC.

Consolidated Balance Sheets

As of September 30, ~~2018~~2019 and December 31, ~~2017~~2018

	September 30,			December 31,
	2018			2017
	2019			2018
	(Unaudited)	~~(Unaudited)~~
ASSETS
Current assets:
Cash	$	~~451~~-		$	~~166~~164
Deposit paid		-			550
Prepaid expenses		18,000			-
Total current assets		~~451~~18,000			~~716~~164
Equipment, Net		~~621~~-			~~996~~496
Total assets	$	118,~~072~~000		$	~~1,712~~660
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	5163,~~045~~325		$	2462,~~459~~875
Due to shareholder		3760,~~813~~381			-47,945
Total current liabilities	$	88123,~~858~~706		$	24110,~~459~~820
Total liabilities	$	88123,~~858~~706		$	24110,~~459~~820
Commitments and contingencies		-			-
Stockholders' deficit:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; no shares issued or outstanding		-			-
Common stock, $0.0001 par value; 195,000,000 shares authorized, 12,032,400 shares and 12,032,400 shares issued and outstanding as of September 30, 2018 and December 31, 2017		1,203			1,203
Common stock, $0.0001 par value; 195,000,000 shares authorized, 14,032,400 shares and 12,032,400 shares issued and outstanding as of September 30, 2019 and December 31, 2018		1,403			1,203
Additional paid-in capital		~~301~~325,~~268~~068			301,268
Accumulated deficit		(~~390~~432,~~257~~177	)		(~~325~~412,~~218~~631	)
Total stockholders' deficit		(87105,~~786~~706	)		(22110,~~747~~160	)
Total liabilities and stockholders' deficit	$	118,~~072~~000		$	~~1,712~~660

~~See~~ The accompanying notes toare ~~unaudited~~an ~~consolidated~~integral part of these consolidated financial statements.

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J.E.M. CAPITAL, INC.

Consolidated Statements of Operations (Unaudited)

	Three Months Ended								Nine Months Ended
	September 30,								September 30,
	2018				2017				2018				2017
	2019				2018				2019				2018
Operating expense:
General and administrative		$	2110,~~188~~350			$	21,~~163~~188			$	6519,~~039~~546			$	~~148~~65,~~471~~039
Total operating expense			2110,~~188~~350				21,~~163~~188				6519,~~039~~546				~~148~~65,~~471~~039
Loss before provision for income taxes			(2110,~~188~~350	)			(21,~~163)~~188	)			(6519,~~039~~546	)			(~~148~~65,~~471~~039	)
Provision for income taxes			-				-				-				-
Net loss		$	(2110,~~188~~350	)		$	(21,~~163)~~188	)		$	(6519,~~039~~546	)		$	(~~148~~65,~~471~~039	)
Net loss per common share - basic and diluted		$	(0.00	)		$	(0.00)	)		$	(0.00	)		$	(0.0100	)
Weighted average number of common shares outstanding - basic and diluted			1214,032,400				12,032,400				12,~~032~~779,~~400~~653				1112,~~995~~032,~~671~~400

~~See~~ The accompanying notes toare ~~unaudited~~an ~~consolidated~~integral part of these consolidated financial statements.

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J.E.M. CAPITAL, INC.

Consolidated Statements of Cash Flows (Unaudited)

	Nine Months Ended September 30,
	2018			2017
	2019			2018
Operating activities:
Net loss	$	(6519,~~039~~546	)	$	(~~148~~65,~~471~~039	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		~~375~~125			~~1,009~~375
Loss on write off of equipment		371			-
Share based compensation for services		6,000			-
Changes in operating assets and liabilities
Deposit paid		550			-
Deposit		-			550
Accounts payable and accrued liabilities		~~26,586~~450			326,~~476~~586
Net cash used in operating activities	$	(3712,~~528~~600	)	$	(~~143~~37,~~986~~528	)
Investing activities:
Purchase of equipment	$	-		$	(450	)
Proceeds from disposal of fixed assets		-			2,633
Net cash provided by investing activities	$	-		$	2,183
Financing activities:
Proceeds from director	$	-		$	81,925
Proceeds from shareholder	$	12,436		$	37,813
Proceeds from shareholder		37,813			59,984
Net cash provided by financing activities	$	12,436		$	37,813
Net cash provided by financing activities	$	37,813		$	141,909
Net (decrease) increase in cash		(164	)		285
Net increase in cash		285			106
Cash - Beginning of period		164			166
Cash - Beginning of period		166			-
Cash - End of period	$	-		$	451
Cash - End of period	$	451		$	106

~~See~~ The accompanying notes toare ~~unaudited~~an integral part of these consolidated financial statements.

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J.E.M. CAPITAL, INC.

Notes to Unaudited Consolidated Financial Statements

1. Basis of Presentation

The accompanying interim consolidated financial statements are unaudited. The unaudited interim consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which includes normal recurring adjustments or a description of the nature and amount of any adjustments other than normal recurring adjustments, necessary for a fair presentation of the financial positions and results of operations for the periods presented. The financial data and other information disclosed in these notes to the interim consolidated financial statements are also unaudited. The results for the three and nine months ended September 30, ~~2018~~2019 are not necessarily indicative of the results to be expected for the year ending December 31, ~~2018~~2019 or for any other interim period or for any future year. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018. The disclosures made in the unaudited interim consolidated financial statements generally do not repeat those in the annual statements.

There have been no material changes to the significant accounting policies during the three and nine months ended September 30, ~~2018~~2019, as compared to the significant accounting policies described in Note 32 of the “Notes to Consolidated Financial Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018.

2. Summary of Significant Accounting Policies

Nature of Operations

J.E.M. Capital, Inc. (the Company) was incorporated under the laws of the State of Delaware on September 14, 2011 and has had limited operations since inception. The Company’s current business plan is to seek to identify a privately held operating company desiring to become a publicly held company by merging with the Company through a reverse merger or acquisition. The Company is a shell company as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934. As a shell company, the Company has no operations and material assets.

On January 5, 2017, the Company entered into a Share Exchange Agreement (the “Agreement”) with Essential Elements Limited, a British Virgin Islands company (“ESEL”), and Leung Chi Wah Earnest (“Mr. Leung”), the principal shareholder of ESEL, pursuant to which the Company issued an aggregate of 2,005,400 shares of common stock, or approximately 17% of the issued and outstanding common stock of the Company, to Mr. Leung in exchange for 100% of the issued and outstanding shares of ESEL. ESEL owns all of the issued and outstanding shares of J.E.M. Capital Limited, a company organized under the laws of Hong Kong (“JEM Capital”).

ESEL and JEM Capital currently have no operations, but include the corporate structure that the Company believes necessary for the acquisition of assets in Hong Kong and China. ESEL has incurred material expenses setting up such structure.

Risks and Uncertainties

The Company’s activities are subject to significant risks and uncertainties, including failure to identify a privately held operating company desiring to merge with the Company, failure to complete a reverse merger transaction, and inability to secure funding to continue as a going concern. (See Note 3 regarding going concern discussion.)

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J.E.M. CAPITAL, INC.

Notes to Unaudited Consolidated Financial Statements

Use of Estimates

The accompanying ~~consolidated~~condensed ~~financial~~consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial reporting and as required by Regulation S-X, Rule 10-01. The preparation of the accompanying condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Principles of Consolidation

The unaudited consolidated financial statements include the financial statements of the Company and its subsidiaries for which it is the primary beneficiary. Upon making this determination, the Company is deemed to be the primary beneficiary of the entity, which is then required to be consolidated for financial reporting purposes. All significant intercompany transactions and balances have been eliminated upon consolidation.

Equipment, net

Equipment is stated at cost less accumulated depreciation and impairment losses, if any. Depreciation is provided on a straight-line basis, less estimated residual values over the assets’ estimated useful lives. The estimated useful lives are as follows:

Computer hardware and software

3 years

When equipment is retired or otherwise disposed of, the related cost, accumulated depreciation and provision for impairment loss, if any, are removed from the respective accounts, and any gain or loss is reflected in the consolidated statements of operations. Repairs and maintenance costs on equipment are expensed as incurred.

Impairment of Long-Lived Assets

Long-lived assets, such as equipment, are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the carrying amount of a long-lived asset exceeds the sum of the undiscounted cash flows expected to be generated from the asset’s use and eventual disposition. An impairment loss is measured as the amount by which the carrying amount exceeds the fair value of the asset calculated using an undiscounted cash flow analysis. There was no impairment of long-lived assets for the three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018.

Fair value of financial instruments

ASC Topic 825, “Financial Instruments”, requires disclosing fair value to the extent practicable for financial instruments which are recognized or unrecognized in the balance sheets. The fair values of the financial instruments are not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement. For certain financial instruments, including deposits paid, accounts payable and accrued expenses, the fair values were determined based on the near-term maturities of such the assets and obligations.

Revenue

The Company has yet to generate revenue from operations for the three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018.

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J.E.M. CAPITAL, INC.

Notes to Unaudited Consolidated Financial Statements

Net Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018.

Stock-based Compensation

The Company adopted ASC Topic 718, using a modified prospective application transition method, which establishes accounting for stockbased awards in exchange for employee services. Under this application, the Company is required to record stock-based compensation expense for all awards granted after the date of adoption and unvested awards that were outstanding as of the date of adoption. ASC Topic 718 requires that stock-based compensation cost is measured at grant date, based on the fair value of the award, and recognized as expense over the requisite services period. The stock-based compensation expenses are recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, Income Tax. Deferred tax assets and liabilities are provided for the future tax effects attributable to temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, and for the expected future tax benefits from items including tax loss carry forwards.

Deferred tax assets 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 reversed. The expense or benefit related to adjusting deferred tax assets and liabilities as a result of a change in tax rates is recognized in income or loss in the period that includes the enactment date.

The Company recognizes and measures uncertain tax positions and records tax benefits when it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties as a component of income tax expense if applicable. For the three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018, the Company had not recognized any interest or penalties on its consolidated financial statements.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

3. Going Concern

The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenues to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of September 30, ~~2018~~2019, the cash resources of the Company were insufficient to continue to conduct its normal business operations. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

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J.E.M. CAPITAL, INC.

Notes to Unaudited Consolidated Financial Statements

4. General and Administrative Expenses

The following summarizes the type of expenses incurred during the three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018:

	Three Months Ended		~~Three Months Ended~~					Nine Months Ended							~~Nine Months Ended~~
	September 30,		~~September 30,~~					September 30,							~~September 30,~~
			2018						2017						2018			2017
	2019				2018			2019				2018
	(Consolidated and unaudited)		~~(Consolidated and unaudited)~~					(Consolidated and unaudited)							~~(Consolidated and unaudited)~~
General and administrative expense:
Professional fees		$	4,350	$	~~7,037~~	$	7,037		$	$13,050	~~9,166~~		$	22,166		$	~~22,166~~		$	~~25,493~~
Filing fees			-		~~1,760~~		1,760			-	~~1,170~~			4,300			~~4,300~~			~~6,938~~
Franchise Tax expense					-						-						409			3,307
Franchise tax expense			-				-			-				409
Salary and related expenses			6,000		~~11,885~~		11,885			6,000	~~8,884~~			35,654			~~35,654~~			~~95,133~~
Depreciation			-		~~125~~		125			125	~~219~~			375			~~375~~			~~1,008~~
Other office expenses					381						1,724						2,135			16,592
Loss on write off of equipment			-				-			371				-
Total general and administrative expense				$	21,188					$	21,163					$	65,039		$	148,471
Other office expenses			-				381			-				2,135
Total general and administrative expense		$	10,350			$	21,188		$	19,546			$	65,039

5. Commitments and contingencies

Contingencies

The Company accounts for loss contingencies in accordance with ASC Topic 450 and other related guidelines. As of September 30, ~~2018~~2019 and December 31, ~~2017~~2018, the Company’s management is of the opinion that there are no commitments and contingencies to account for.

6. Stockholders’ Equity

Preferred Stock

The Company is authorized to issue 5,000,000 shares of preferred stock with a $0.0001 par value. As of September 30, ~~2018~~2019 and December 31, ~~2017~~2018, there were no shares of preferred stock issued or outstanding.

Common Stock

On January 5, 2017, the Company entered into a Share Exchange Agreement with Essential Elements Limited, a British Virgin Islands company (“ESEL”), and Leung Chi Wah Earnest, the principal shareholder of ESEL, pursuant to which the Company issued an aggregate of 2,005,400 shares of common stock, or approximately 17% of the issued and outstanding common stock of the Company, to Mr. Leung in exchange for 100% of the issued and outstanding shares of ESEL. ESEL owns all of the issued and outstanding shares of J.E.M. Capital Limited, a company organized under the laws of Hong Kong (“JEM Capital”). ESEL and JEM Capital currently have no operations, but include the corporate structure that the Company believes necessary for the acquisition of assets in Hong Kong and China. ESEL has incurred material expenses setting up such structure.

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J.E.M. CAPITAL, INC.

Notes to Unaudited Consolidated Financial Statements

~~The~~On June 21, 2019, the Company ispassed a ~~authorized~~unanimous written consent of the Board of Directors to issue ~~195~~1,000,000 ~~shares~~ ofand 1,000,000 common ~~stock~~shares ~~with~~to aMr. $0MingJing Xia (“Mr.~~0001~~ Xia”) ~~par~~and ~~value~~Mr. AsYulong ofYang ~~September~~(“Mr. 30Yang”), ~~2018~~respectively. These shares were issued on the same date to Mr. Xia for his service in the capacity of Chief Financial Officer and ~~December~~Chairman 31of the Board, ~~2017~~and issued to Mr. Yang for his service in the capacity of Chief Executive Officer and member of the Board, 12for their first year’s services commencing from 1 July 2019. Both of Mr. Xia and Mr. Yang are entitled to a monthly salary of $1,~~032,400~~000 ~~shares~~during this period. In connection with these stock grants and 12in accordance with ASC Topic 718,~~032~~ the Company recognized $6,~~400 shares~~000 of ~~common~~non-cash stock-based ~~were~~compensation ~~issued~~included in general and administrative ~~outstanding~~expenses on the consolidated statements of operations for the three and nine months ended September 30, ~~respectively~~2019.

The Company is authorized to issue 195,000,000 shares of common stock with a $0.0001 par value. As of September 30, ~~2018~~2019 and December 31, ~~2017~~2018, ~~the~~14,032,400 ~~Company~~shares ~~did~~and ~~not have any dilutive securities~~12,032,400 shares ~~such~~of ascommon stock ~~options,~~were ~~warrants~~issued orand ~~convertible securities~~outstanding, ~~issued or outstanding~~respectively.

As of September 30, 2019 and December 31, 2018, the Company did not have any dilutive securities, such as stock options, warrants or convertible securities, issued or outstanding.

7. Related Party Transactions

During the nine months ended September 30, ~~2018~~2019 and ~~2017~~2018, the Company received loans of $~~nil~~12,436 and $8137,~~925~~813 from its ~~director~~shareholder, respectively. As of September 30, ~~2018 and~~2019 and December 31, ~~2017~~2018, the Company recorded an amount of $~~nil~~60,381 and $~~nil~~47,945, respectively, payable to ~~director~~its shareholder. The amount is unsecured, bears no interest and is repayable on demand.

~~During~~On ~~the~~June ~~nine~~21, ~~months~~2019, ~~ended~~the ~~September~~Company passed ~~30,~~a ~~2018~~unanimous ~~and~~written ~~2017,~~consent of the ~~Company~~Board ~~received~~of ~~loans~~Directors ofto ~~$37~~issue 1,~~813~~000,000 and ~~$nil~~1,000,000 ~~from~~common ~~its~~shares ~~shareholder~~to Mr. MingJing Xia (“Mr. Xia”) and Mr. Yulong Yang (“Mr. Yang”), respectively. AsThese ofshares ~~September~~were ~~30,~~issued ~~2018~~on the same date to Mr. Xia for his service in the capacity of Chief Financial Officer and ~~December~~Chairman ~~31,~~of ~~2017~~the Board, and issued to Mr. Yang for his service in the capacity ~~Company~~of ~~recorded~~Chief anExecutive ~~amount~~Officer and member of ~~$37~~the Board,~~813~~ ~~and~~for ~~$nil~~their ~~payable~~first toyear’s ~~its~~services ~~shareholder.~~commencing ~~The~~from ~~amount~~1 isJuly ~~unsecured,~~2019. ~~bears~~Both noof ~~interest~~Mr. Xia and isMr. ~~repayable~~Yang onare ~~demand~~entitled to a monthly salary of $1,000 during this period.

8. Income taxes

Income is subject to taxation in various countries in which the Company and its subsidiaries operate or are incorporated. The loss before provision for income taxes by geographical locations for the three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018 were summarized as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2018			2017			2018			2017
	2019			2018			2019			2018
	(Consolidated and unaudited)						(Consolidated and unaudited)
United States		$	1110,~~060~~350		$	1011,~~540~~060		$	3519,~~307~~050		$	35,~~198~~307
Foreign			~~10,128~~-			10,~~623~~128			~~29,732~~496			~~113~~29,~~273~~732
		$	2110,~~188~~350		$	21,~~163~~188		$	6519,~~039~~546		$	~~148~~65,~~471~~039

The Company had accumulated tax losses of approximately $~~176~~207,000 and $~~141~~188,000 as of September 30, ~~2018~~2019 and December 31, ~~2017~~2018, respectively, which will expire between 2031 and 2037.

The net operating loss carryforwards indicated above represent the principle component of the Company's deferred tax assets as of September 30, ~~2018~~2019 and December 31, ~~2017~~2018. Deferred tax assets of approximately $4943,000 and $3952,000 as of September 30, ~~2018~~2019 and December 31, ~~2017~~2018, respectively, will be offset by valuation allowance of the same amounts as realization of such assets is uncertain. No deferred tax assets have been recognised in respect of the accumulated net operating losses made by the foreign subsidiaries, as these subsidiaries have not commenced business and derived income in so far, and the tax losses that incurred are not able to be carry forward and offset against future profits in their respective tax jurisdictions.

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J.E.M. CAPITAL, INC.

Notes to Unaudited Consolidated Financial Statements

	September 30, 2018			December 31, 2017
	September 30, 2019			December 31, 2018
Deferred tax assets: Net operating loss carryforwards	$	4943,~~163~~456		$	3952,~~323~~363
Total deferred tax assets		4943,~~163~~456			3952,~~323~~363
Less: Valuation allowance		(4943,~~163~~456	)		(3952,~~323~~363	)
Net deferred tax assets	$	-		$	-

Movement in valuation allowance:

	September 30, 2018			December 31, 2017
	September 30, 2019			December 31, 2018
At the beginning of the period/year	$	3952,~~323~~363		$	5539,~~760~~323
Current period/year addition/(deduction)		9,840			(16,437	)
Current period/year (reduction)/addition		(8,907	)		13,040
At the end of the period/year	$	4943,~~163~~456		$	3952,~~323~~363

The provision for income taxes differs from the expected provision determined by applying the federal statutory rate to the income before income taxes. The reasons for the difference are state and local income taxes and various non-deductible expenses. As a result of the reduction of the corporate income tax rate from 35% to 21% due to the Tax Cuts and Jobs Act which was enacted on December 22, 2017, U.S. GAAP requires companies to remeasure their deferred tax assets and liabilities as of the date of enactment, with resulting tax effects accounted for in the period of enactment. (the change in deferred tax balances would have a corresponding change to valuation allowance thereby resulting in no income tax expense for the year).

The Company' income tax returns are subject to examination for three years from the date filed or the due date, whichever is later.

The Company did not identify any material uncertain tax positions.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Disclaimer Regarding Forward Looking Statements

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Quarterly Report on Form 10-Q reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this Quarterly Report on Form 10-Q and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Overview

We were incorporated on September 14, 2011 in Delaware as “Eco Planet Corp.” On October 21, 2013, we effected a 1-for-200 reverse stock split of our common stock, $0.0001 par value per share (the “Common Stock”), and changed our name to “Zosano, Inc.” On October 31, 2013, we entered into a Stock Purchase Agreement with Zosano Pharma Corporation (formerly known as ZP Holdings, Inc.) pursuant to which we issued and sold 10,016,973 shares of Common Stock (the “Shares”) to Zosano Pharma Corporation. As a result of our issuance and sale of the Shares to Zosano Pharma Corporation, a change in control of the Company occurred and Zosano Pharma Corporation became the owner of 99.9% of our outstanding Common Stock.

On November 14, 2016, Zosano Phama Corporation entered into Stock Purchase Agreements with eighteen (18) foreign investors (the “New Shareholders”), pursuant to which Zosano Pharma Corporation sold an aggregate of 10,016,973 shares of common stock of Zosano, Inc. (the “Company”), or approximately 99.9% of the issued and outstanding common stock of the Company, to the New Shareholders. As a result of the transaction, the New Shareholders acquired approximately 99.9% of the total votes entitled to be cast at any meeting of shareholders, giving them voting control of the Company. The New Shareholders obtained the funds for the purchase of the Company's common stock in the transaction from each of their available cash on hand.

On December 15, 2016, we filed Articles of Amendment to its Amended Articles of Incorporation (the "Articles of Amendment") with the Secretary of State of Delaware effecting a name change of the Company to J.E.M. Capital, Inc. (the "Corporate Action"). The Corporate Action and the Amended Articles became effective on March 15, 2017, following compliance with notification requirements of the Financial Industry Regulatory Authority. The new CUSIP number for the Company's common stock is 46619V107. On March 14, 2017, the Financial Industry Regulatory Authority (FINRA) approved the Corporate Action. The Company's stock is quoted on the OTCQB under the ticker symbol ZOSN, but beginning March 15, 2017, the Company's common stock will begin trading under the symbol JEMC.

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On January 5, 2017, we entered into a Share Exchange Agreement with Essential Elements Limited, a British Virgin Islands company (“ESEL”), and Leung Chi Wah Earnest, the principal shareholder of ESEL, pursuant to which the Company issued an aggregate of 2,005,400 shares of common stock, or approximately 17% of the issued and outstanding common stock of the Company, to Mr. Leung in exchange for 100% of the issued and outstanding shares of ESEL. ESEL owns all of the issued and outstanding shares of J.E.M. Capital Limited, a company organized under the laws of Hong Kong (“JEM Capital”). ESEL and JEM Capital currently have no operations, but include the corporate structure that the Company believes necessary for the acquisition of assets in Hong Kong and China. ESEL has incurred material expenses setting up such structure.

WeOn ~~are~~June a21, ~~shell~~2019, ~~company~~the asCompany ~~defined~~passed ina ~~Rule~~unanimous ~~12b-2~~written ~~promulgated~~consent ~~under~~of the ~~Securities~~Board ~~Exchange Act~~ of ~~1934~~Directors ~~(the~~to ~~“Exchange~~issue ~~Act”).~~1,000,000 Asand ~~a shell company~~1,000,000 wecommon ~~have~~shares noto ~~operations~~Mr. MingJing ~~and~~Xia ~~assets~~(“Mr. ~~Our~~Xia”) ~~current~~and ~~business~~Mr. ~~plan~~Yulong isYang to(“Mr. ~~identify~~Yang”), arespectively. ~~privately~~These ~~held~~shares ~~operating~~were ~~company,~~issued ~~which~~on isthe ~~profitable~~same ~~or,~~date into ~~management’s~~Mr. ~~view,~~Xia ~~has~~for ~~growth~~his ~~potential,~~service ~~irrespective~~in of the ~~industry~~capacity inof ~~which~~Chief itFinancial isOfficer ~~engaged,~~and ~~desiring to~~Chairman ~~become~~of athe ~~publicly~~Board, ~~held~~and ~~company~~issued ~~with access~~ to UMr.S. ~~capital markets by merging with us through a reverse merger or acquisition.~~Yang Wefor ~~can~~his ~~give~~service noin ~~assurances~~the ~~that~~capacity weof ~~will~~Chief beExecutive ~~successful~~Officer inand ~~finding~~member orof ~~acquiring~~the aBoard, ~~desirable~~for ~~business~~their ~~opportunity,~~first ~~given~~year’s ~~the~~services ~~limited~~commencing ~~resources~~from ~~that~~1 ~~are~~July ~~expected~~2019. toBoth ~~be available to us for implementation~~ of ~~our business plan~~Mr. ~~Furthermore,~~Xia weand ~~can~~Mr. ~~give~~Yang noare ~~assurances that~~entitled ~~any~~to ~~business~~a ~~combination,~~monthly ifsalary ~~one~~of ~~occurs~~$1,000 ~~will~~during bethis ~~on terms that are favorable to us or our current stockholders~~period.

We are a shell company as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”). As a shell company, we have no operations and material assets. Our current business plan is to identify a privately held operating company, which is profitable or, in management’s view, has growth potential, irrespective of the industry in which it is engaged, desiring to become a publicly held company with access to U.S. capital markets by merging with us through a reverse merger or acquisition. We can give no assurances that we will be successful in finding or acquiring a desirable business opportunity, given the limited resources that are expected to be available to us for implementation of our business plan. Furthermore, we can give no assurances that any business combination, if one occurs, will be on terms that are favorable to us or our current stockholders.

Results of Operations

Three Months Ended September 30, ~~2018~~2019 Compared To Three Months Ended September 30, ~~2017~~2018

Revenue

We have not generated any revenues since our inception.

Operating expenses

Our operating expenses primarily consisted of general and administrative expenses, such as salary and related expenses, audit and review fees, tax returns preparation fees, transfer agent services, Edgar filing costs, franchise and business taxes, other professional services and general office expenses. Operating expenses for the three months ended September 30, ~~2018~~2019 and ~~2017~~2018 were $2110,~~188~~350 and $21,~~163~~188, respectively. The ~~increase~~decrease isin ~~insignificant~~operating expenses was due to the decrease in salary and related expenses paid for officers and other office expenses of the Company for the three months ended September 30, 2019.

Net loss

Net loss for the three months ended September 30, ~~2018~~2019 was $2110,~~188~~350, as compared to $21,~~163~~188 for the three months ended September 30, ~~2017~~2018. The ~~increase~~decrease isin ~~insignificant~~operating expenses was due to the decrease in salary and related expenses paid for officers and other office expenses of the Company for the three months ended September 30, 2019.

Nine Months Ended September 30, ~~2018~~2019 Compared To Nine Months Ended September 30, ~~2017~~2018

Revenue

We have not generated any revenues since our inception.

Operating expenses

Our operating expenses primarily consisted of general and administrative expenses, such as audit and review fees, tax returns preparation fees, transfer agent services, Edgar filing costs, franchise and business taxes, and other professional services. Operating expenses for the nine months ended September 30, ~~2018~~2019 and ~~2017~~2018 were $6519,~~039~~546 and $~~148~~65,~~471~~039, respectively. The decrease in operating expenses was due to the decrease in salary and related expenses paid for officers ~~for the nine months ended September 30, 2018~~ and ~~the~~other ~~legal~~office ~~fee~~expenses ~~paid for the change~~ of ~~name of~~ the Company for the nine months ended September 30, ~~2017~~2019.

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Net loss

Net loss for the nine months ended September 30, ~~2018~~2019 was $6519,~~039~~546, as compared to $~~148~~65,~~471~~039 for the nine months ended September 30, ~~2017~~2018. The decrease in ~~net~~operating ~~loss~~expenses was due to the decrease in salary and related expenses paid for officers ~~for the nine months ended September 30, 2018~~ and ~~the~~other ~~legal~~office ~~fee paid for the change~~ expenses of ~~name of~~ the Company for the nine months ended September 30, ~~2017~~2019.

Liquidity and Capital Resources

As of September 30, ~~2018~~2019, we had cash of $~~451~~nil, as compared to $~~166~~164 as of December 31, ~~2017~~2018, ana ~~increase~~decrease of $~~285 with the increase of proceeds from shareholder’s loan~~164. During the three months ended September 30, ~~2018~~2019 and ~~2017~~2018, because of our operating losses, we did not generate positive operating cash flows.

Our cash, current assets, total assets, current liabilities, and total liabilities as of September 30, ~~2018~~2019 compared to December 31, ~~2017~~2018 are as follows:

	September 30, 2018 (Unaudited)			December 31, 2017			Change
		September 30, 2019 (Unaudited)				December 31, 2018			Change
Cash	$	~~451~~$	-	$	~~166~~	$	$164	~~285~~	$	(164)
Deposit paid		-			550			(550)
Prepaid expenses			18,000				-			18,000
Total Current Assets		~~451~~	18,000		~~716~~		164	~~(265)~~		17,836
Equipment, net		~~621~~	-		~~996~~		496	~~(375)~~		(496)
Total Assets		~~1,072~~	18,000		~~1,712~~		660	~~(640)~~		17,340
Total Current Liabilities		~~88,858~~	123,706		~~24,459~~		110,820	~~64,399~~		12,886
Total Liabilities		~~88,858~~	123,706		~~24,459~~		110,820	~~64,399~~		12,886

Assets and Liabilities

As of September 30, ~~2018~~2019, we had ~~assets~~prepaid ~~mainly~~expenses ~~related~~of to$18,000 ~~office~~in ~~equipment~~respect of the unvested awards of stock based compensation. We had liabilities totalling $88123,~~858~~706 and $24110,~~459~~820 as of September 30, ~~2018~~ 2019 and December 31, ~~2017~~2018, respectively, which consisted of accrued expenses related to salary, office expenses, audit and review fees, transfer agent services, legal fees and advance from shareholder.

Stockholders’ Deficit

Stockholders’ deficit consisted primarily of shares issued to founders in the amount of $1,~~203~~403, capital raised to fund our operations of $55,589, and additional capital provided to settle obligations for $~~245~~269,~~679~~479, offset by the accumulated deficit of $~~390~~432,~~257~~177 as of September 30, ~~2018~~2019.

Cash Flows from Operating Activities . For the nine months ended September 30, ~~2018~~2019, our net cash used in operations was $3712,~~528~~600 compared to $~~143~~37,~~986~~528 net cash used in operations for the same period in ~~2017~~2018. This was mainly attributable to decrease in expenses ~~payment~~ payment during the nine months ended September 30, ~~2018~~2019.

Cash Flows from ~~Investing~~Financing Activities . ~~For~~Net cash flows provided by financing activities in the nine months ended September 30, ~~2018, our net cash used in investing activities was~~2019 was $~~nil~~12,436, compared to $237,~~183~~813 net cash ~~generated~~provided ~~from~~by ~~investing~~financing activities ~~for~~in the same period in ~~2017~~2018. ~~This~~The decrease was ~~attributable~~mainly due to ~~the net~~ ~~effect~~decrease ofin proceeds from ~~disposal~~shareholder’s ~~and~~advances ~~purchase~~for offinancing ~~equipment~~our operations during the nine months ended September 30, ~~2017~~2019.

~~Cash~~- ~~Flows from~~15 Financing Activities. Net cash flows provided by financing activities in the nine months ended September 30, 2018 was $37,813, compared to $141,909 net cash provided by financing activities in the same period in 2017. The decrease was mainly due to no proceeds from director’s loan and a decrease in shareholder’s loan for financing our operations during the nine months ended September 30, 2018.-

-15-

Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

ITEM 3. 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 4. Controls and Procedures

(a) Evaluation of Disclosure Controls Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and principal financial officer, to allow timely decisions regarding required disclosures.

As of September 30, ~~2018~~ 2019, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the ~~effectiveness~~ effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or ~~overriding~~ overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. We also do not have an audit committee. Based on the evaluation described above, ~~and~~ and as a result, in part, of not having an audit committee and having one individual serve as our chief executive officer and principal financial officer, we have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were ineffective.

(b) Changes in Internal Controls over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Appearing as an exhibit to this Quarterly Report on Form 10-Q are “"Certifications”" of our principal executive and financial officer. The Certifications are required pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002 (the “"Section 302 Certifications”"). This section of the Quarterly Report on Form 10-Q contains information concerning the Controls Evaluation referred to in the Section 302 Certifications. This information should be read in conjunction with the Section 302 Certifications for a more complete ~~understanding~~ understanding of the topics presented.

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PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

There have been no events which are required to be reported under this Item.

ITEM 1A. Risk Factors

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

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

There have been no events which are required to be reported under this Item.

ITEM 3. Defaults Upon Senior Securities

There have been no events which are required to be reported under this Item.

ITEM 4. Mine Safety Disclosures

There have been no events which are required to be reported under this Item.

ITEM 5. Other Information

There have been no events which are required to be reported under this Item.

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ITEM 6. Exhibits

Item No.	Description

31.1	Rule 13a-14(a)/15d-14(a) Certification of President (principal executive officer) (filed herewith).

31.2	Rule 13a-14(a)/15d-14(a) Certification of Treasurer (principal financial officer) (filed herewith).

32.1	Section 1350 Certification of President (principal executive officer) (filed herewith).

32.2	Section 1350 Certification of Treasurer (principal financial officer) (filed herewith).

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

- 18 -

SIGNATURES

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 thereunto duly authorized.

	J.E.M. Capital, Inc.
Dated: November 14, 2018	By: /s/ Earnest Leung
Dated: November 14, 2019	By:	/s/ Yulong Yang
	Earnest Leung
		Yulong Yang
	~~Chief Executive Officer~~	Chief Executive Officer
Dated: November 14, 2018	By: /s/ Cheng Sze Ki
Dated: November 14, 2019	By:	/s/ MingJing Xia
	Cheng Sze Ki
		MingJing Xia
	~~Chief Financial Officer~~	Chief Financial Officer

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Filing Compare · J.E.M. CAPITAL, INC.