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 the quarterly period ended ~~September~~March 3031, ~~2019~~2020

☐

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.)

5B, Prat Building, 13 Prat Avenue, Tsim Sha Tsui, Kowloon, Hong Kong

(Address of principal executive offices)

(852) 3957 0379

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

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 ☒
(Do not check if a 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 ☐

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 filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of ~~November~~June 1426, ~~2019~~2020, there were 14,032,400 shares of common stock, $0.0001 par value per share, issued and outstanding .

J.E.M. CAPITAL, INC.

QUARTERLY REPORT 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	1615
	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

- 2 -

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 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 "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~~March 3031, ~~2019~~2020 and ~~consolidated~~2019 ~~financial~~as ~~statements for 2018~~ follows. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a ~~fair~~ 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, 2019 (Unaudited) and as of December 31, 2018	4
Consolidated Balance Sheets as of March 31, 2020 (Unaudited) and as of December 31, 2019	4
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2019 and 2018 (Unaudited)	5
Consolidated Statements of Operations for the Three Months Ended March 31, 2020 (Unaudited) and 2019 (Unaudited)	5
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018 (Unaudited)	6
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 (Unaudited) and 2019 (Unaudited)	6
Notes to Unaudited Consolidated Financial Statements	7 - 12
Notes to Consolidated Financial Statements (Unaudited)	7 - 12

- 3 -

J.E.M. CAPITAL, INC.

~~Consolidated~~CONSOLIDATED ~~Balance~~BALANCE ~~Sheets~~SHEETS

AsAS ofOF ~~September 30~~MARCH 31, ~~2019~~2020 ~~and~~AND ~~December~~ DECEMBER 31, ~~2018~~2019

	September 30,				December 31,
	March 31, 2020			December 31, 2019
	2019				2018
	(Unaudited)
	(Unaudited)
ASSETS
ASSETS
Current assets:
Current assets:
Prepaid expenses		6,000			12,000
Cash	$	-			$	164
Total current assets		6,000			12,000
Prepaid expenses		18,000				-
Total assets	$	6,000		$	12,000
Total current assets		18,000				164
LIABILITIES AND STOCKHOLDERS' DEFICIT
Equipment, Net		-				496
Current liabilities:
Total assets	$	18,000			$	660
Accounts payable and accrued expenses	$	12,805		$	59,025
LIABILITIES AND STOCKHOLDERS' DEFICIT
Due to shareholders		132,597			73,431
Current liabilities:
Total current liabilities	$	145,402		$	132,456
Accounts payable and accrued expenses	$	63,325			$	62,875
Total liabilities	$	145,402		$	132,456
Due to shareholder		60,381				47,945
Commitments and contingencies		-			-
Total current liabilities	$	123,706			$	110,820
Stockholders' deficit:
Total liabilities	$	123,706			$	110,820
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; no shares issued or outstanding as of March 31, 2020 and December 31, 2019
Commitments and contingencies		-				-
Common stock, $0.0001 par value; 195,000,000 shares authorized, 14,032,400 shares issued and outstanding as of March 31, 2020 and December 31, 2019		1,403			1,403
Stockholders' deficit:
Additional paid-in capital		325,068			325,068
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; no shares issued or outstanding
Accumulated deficit		(465,873)			(446,927)
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
Total stockholders' deficit		(139,402)			(120,456)
Additional paid-in capital		325,068				301,268
Total liabilities and stockholders' deficit	$	6,000		$	12,000
Accumulated deficit		(432,177	)			(412,631	)
Total stockholders' deficit		(105,706	)			(110,160	)
Total liabilities and stockholders' deficit	$	18,000			$	660

The accompanying notes are an ~~integral~~ integral part of these consolidated financial statements.

- 4 -

J.E.M. CAPITAL, INC.

~~Consolidated~~CONSOLIDATED ~~Statements~~STATEMENTS ofOF ~~Operations (Unaudited)~~OPERATIONS

	Three Months Ended								Nine Months Ended
	September 30,								September 30,
	2019				2018				2019				2018
Operating expense:
General and administrative		$	10,350			$	21,188			$	19,546			$	65,039
Total operating expense			10,350				21,188				19,546				65,039
Loss before provision for income taxes			(10,350	)			(21,188	)			(19,546	)			(65,039	)
Provision for income taxes			-				-				-				-
Net loss		$	(10,350	)		$	(21,188	)		$	(19,546	)		$	(65,039	)
Net loss per common share - basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted			14,032,400				12,032,400				12,779,653				12,032,400

FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019

The accompanying notes are an integral part of these consolidated financial statements.

	Three Months Ended March 31,
	2020		2019
	(Unaudited)		(Unaudited)
Operating expense:
General and administrative	$	18,946	$	4,846
Total operating expense		18,946		4,846

Loss before provision for income taxes		(18,946)		(4,846)

Provision for income taxes		-		-

Net loss	$	(18,946)	$	(4,846)

Net loss per common share - basic and diluted	$	(0.0014)	$	(0.0004)
Weighted average number of common shares outstanding - basic and diluted		14,032,400		12,032,400

-The 5accompanying -notes are an integral part of these consolidated financial statements.

~~J.E.M.~~- ~~CAPITAL,~~5 ~~INC.~~-

~~Consolidated~~J.E.M. ~~Statements~~CAPITAL, ~~of Cash Flows (Unaudited)~~INC.

	Nine Months Ended September 30,
	2019			2018
Operating activities:
Net loss	$	(19,546	)	$	(65,039	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		125			375
Loss on write off of equipment		371			-
Share based compensation for services		6,000			-
Changes in operating assets and liabilities
Deposit		-			550
Accounts payable and accrued liabilities		450			26,586
Net cash used in operating activities	$	(12,600	)	$	(37,528	)
Financing activities:
Proceeds from shareholder	$	12,436		$	37,813
Net cash provided by financing activities	$	12,436		$	37,813
Net (decrease) increase in cash		(164	)		285
Cash - Beginning of period		164			166
Cash - End of period	$	-		$	451

CONSOLIDATED STATEMENTS OF CASH FLOWS

~~The~~FOR ~~accompanying~~THE ~~notes~~THREE ~~are~~MONTHS ~~an integral~~ENDED ~~part~~MARCH of31, ~~these~~2020 AND ~~consolidated financial statements.~~2019

- 6 -


	Three Months Ended March 31,
	2020		2019
	(Unaudited)		(Unaudited)
Operating activities:
Net loss	$	(18,946)	$	(4,846)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		-		125
Write off of equipment		-		371
Share based compensation for services		6,000		-
Changes in operating assets and liabilities
Accounts payable and accrued liabilities		(46,220)		(8,250)
Net cash used in operating activities	$	(59,166)	$	(12,600)

Financing activities:
Proceeds from shareholders	$	59,166	$	12,436
Net cash provided by financing activities	$	59,166	$	12,436

Net decrease in cash		-		(164)

Cash - Beginning of period		-		164

Cash - End of period	$	-	$	-

~~J.E.M.~~The ~~CAPITAL,~~accompanying ~~INC~~notes are an integral part of these consolidated financial statements.

~~Notes~~- to6 ~~Unaudited Consolidated Financial Statements~~-

1J. ~~Basis~~E.M. ofCAPITAL, ~~Presentation~~INC.

~~The~~NOTES ~~accompanying~~TO ~~interim~~CONSOLIDATED ~~consolidated~~FINANCIAL 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, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 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, 2018. The disclosures made in the unaudited interim consolidated financial statements generally do not repeat those in the annual statements.STATEMENTS

There have been no material changes to the significant accounting policies during the three and nine months ended September 30, 2019, as compared to the significant accounting policies described in Note 2 of the “Notes to Consolidated Financial Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.(UNAUDITED)

21. ~~Summary~~Basis of ~~Significant Accounting Policies~~Presentation

~~Nature~~The accompanying interim condensed consolidated financial statements are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of ~~Operations~~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 consolidated financial positions and results of operations for the periods presented. The consolidated financial data and other information disclosed in these notes to the interim condensed consolidated financial statements are also unaudited. The results for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any other interim period or for any future year. These consolidated financial statements should be read in conjunction with the Group's audited consolidated financial statements appearing in the Group's Annual Report on Form 10-K for the year ended December 31, 2019. The disclosures made in the unaudited interim condensed consolidated financial statements generally do not repeat those in the annual statements.

~~J.E.M.~~There ~~Capital,~~have ~~Inc.~~been ~~(the~~no ~~Company)~~material ~~was incorporated~~changes ~~under~~to the significant ~~laws~~accounting ofpolicies during the ~~State~~three ofmonths ~~Delaware~~ended onMarch ~~September~~31, 142020, ~~2011~~as ~~and~~compared ~~has~~to ~~had~~the ~~limited~~significant ~~operations~~accounting ~~since inception. The~~policies ~~Company’s~~described ~~current~~in ~~business~~Note ~~plan~~2 isof tothe ~~seek~~"Notes to ~~identify~~Consolidated aFinancial ~~privately~~Statements" ~~held~~in ~~operating company desiring to become a publicly held company by merging with~~ the ~~Company~~Group's ~~through~~Annual aReport ~~reverse~~on ~~merger~~Form ~~or acquisition. The Company is a shell company as defined in Rule 12b~~10-2K ~~promulgated under~~ for the ~~Securities~~year ~~Exchange~~ended ~~Act~~December ~~of 1934. As a shell company~~31, ~~the Company has no operations and material assets~~2019.

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~~. Summary ~~Leung in exchange for 100%~~ of ~~the~~Significant ~~issued~~Accounting ~~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”).~~Policies

~~ESEL~~Nature ~~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.~~Operations

~~Risks~~J.E.M. Capital, Inc. (the “Company”) was incorporated under the laws of the State of Delaware on September 14, 2011 and ~~Uncertainties~~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 assets.

~~The~~On ~~Company’s~~January ~~activities~~5, ~~are~~2017, ~~subject~~the Company entered into toa ~~significant~~Share ~~risks~~Exchange ~~and~~Agreement ~~uncertainties,~~(the ~~including~~"Agreement") ~~failure~~with toEssential ~~identify~~Element Limited, a ~~privately~~British ~~held~~Virgin ~~operating~~Islands company ~~desiring~~("ESEL"), and toLeung ~~merge~~Chi ~~with~~ Wah Earnest (“Mr. Leung”), the ~~Company~~principal shareholder of ESEL, ~~failure~~pursuant to ~~complete~~which athe ~~reverse~~Company ~~merger~~issued ~~transaction~~an aggregate of 2,005,400 shares of common stock, or approximately 17% of the issued and ~~inability~~outstanding tocommon ~~secure~~stock ~~funding~~of the Company, to ~~continue~~Mr. asLeung ain ~~going~~exchange ~~concern~~for 100% of the issued and outstanding shares of ESEL. ~~(See~~ ~~Note~~ESEL 3owns ~~regarding~~all ~~going~~of ~~concern~~the ~~discussion~~issued and outstanding shares of J.E.M. Capital Limited, a company organized under the laws of Hong Kong ("JEM Capital").

-ESEL 7and -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.

~~J.E.M.~~Risks ~~CAPITAL,~~and ~~INC.~~Uncertainties

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

~~Use~~- of7 ~~Estimates~~-

~~The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U~~J.SE. ~~GAAP) for interim financial reporting and as required by Regulation S-X, Rule 10-01~~M. 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 liabilitiesCAPITAL, ~~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~~INC. ~~Actual results could differ from those estimates.~~

~~Principles~~NOTES ofTO ~~Consolidation~~CONSOLIDATED FINANCIAL STATEMENTS

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.(UNAUDITED)

~~Equipment,~~Use ~~net~~of Estimates

~~Equipment~~The isaccompanying ~~stated~~condensed atconsolidated ~~cost~~financial statements ~~less~~have ~~accumulated~~been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for ~~depreciation~~ interim financial reporting and ~~impairment~~as ~~losses~~required by Regulation S-X, ifRule ~~any~~10-01. ~~Depreciation~~The ispreparation ~~provided~~of onthe aaccompanying ~~straight-line~~condensed ~~basis,~~consolidated financial ~~less~~statements ~~estimated~~in ~~residual~~accordance ~~values~~with U.S. GAAP requires management to make estimates and assumptions that affect the reported ~~over~~amounts of assets and liabilities, the disclosure of contingent assets’ ~~estimated~~and ~~useful~~liabilities ~~lives~~as of the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. ~~The~~ ~~estimated~~Actual ~~useful~~results ~~lives~~could ~~are~~differ from asthose ~~follows:~~estimates.

~~Computer~~Principles ~~hardware~~of ~~and software 3 years~~Consolidation

~~When~~The ~~equipment~~unaudited iscondensed ~~retired~~consolidated ~~or otherwise~~financial ~~disposed~~statements ~~of,~~include the ~~related~~financial ~~cost,~~statements ~~accumulated~~of ~~depreciation~~the Company and ~~provision~~its subsidiaries for ~~impairment~~which ~~loss,~~it ifis ~~any~~the primary beneficiary. Upon making this determination, ~~are~~the ~~removed~~Company ~~from~~is deemed to be the ~~respective accounts,~~primary ~~and~~beneficiary ~~any~~of ~~gain~~the orentity, ~~loss~~which is ~~reflected~~then inrequired ~~the~~to be consolidated for ~~statements~~financial ofreporting ~~operations~~purposes. ~~Repairs~~All ~~and~~significant ~~maintenance~~intercompany ~~costs~~transactions onand ~~equipment are~~balances ~~expensed~~have asbeen ~~incurred~~eliminated upon consolidation.

~~Impairment~~Equipment, ~~of Long-Lived Assets~~net

~~Long-lived~~Equipment ~~assets,~~is ~~such~~stated asat ~~equipment, are~~cost ~~reviewed~~less ~~for~~accumulated depreciation and impairment ~~whenever~~losses, ~~events~~if ~~or changes in circumstance indicate that the carrying amount of the assets may not be recoverable~~any. AnDepreciation ~~impairment loss~~ is ~~recognized~~provided ~~when~~on ~~the carrying amount of~~ a ~~long~~straight-~~lived~~line ~~asset~~basis, ~~exceeds~~less ~~the~~estimated ~~sum~~residual ~~of the undiscounted~~values ~~cash~~over ~~flows expected to be generated from~~ the ~~asset’s~~assets' ~~use~~estimated ~~and~~useful ~~eventual disposition~~lives. The Anestimated ~~impairment~~useful ~~loss~~lives isare ~~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, 2019 and 2018.follows:

~~Fair~~Computer ~~value~~hardware ofand ~~financial~~software ~~instruments~~3 years

~~ASC~~When ~~Topic~~equipment ~~825,~~is ~~“Financial~~retired ~~Instruments”, requires~~or ~~disclosing~~otherwise ~~fair~~disposed of, ~~value to~~ the ~~extent~~related ~~practicable~~cost, ~~for~~accumulated ~~financial~~depreciation ~~instruments~~and ~~which~~provision ~~are~~for ~~recognized~~impairment orloss, ~~unrecognized~~if inany, ~~the balance sheets. The fair values of the financial instruments~~ are ~~not~~removed ~~necessarily~~from ~~representative of~~ the ~~amount~~respective ~~that~~accounts, and ~~could~~any begain ~~realized~~ or ~~settled,~~loss ~~nor~~is ~~does~~reflected ~~the~~in ~~fair value amount consider~~ the ~~tax~~consolidated ~~consequences~~statements of ~~realization or settlement~~operations. ~~For~~Repairs ~~certain financial instruments, including deposits paid, accounts payable~~ and ~~accrued~~maintenance ~~expenses,~~costs ~~the fair values were determined based~~ on ~~the~~equipment ~~near-term maturities~~are ofexpensed ~~such~~as ~~the assets and obligations~~incurred.

~~Revenue~~Impairment of Long-Lived Assets

~~The~~Long-lived ~~Company~~assets, ~~has~~such ~~yet~~as toequipment, ~~generate~~are ~~revenue~~reviewed ~~from~~for ~~operations~~impairment ~~for~~whenever events or changes in circumstance indicate that the ~~three~~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 ~~nine~~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 months ended ~~September~~March 3031, ~~2019~~2020 and ~~2018~~2019.

-Fair 8value -of financial instruments

JASC Topic 825, "Financial Instruments", requires disclosing fair value to the extent practicable for financial instruments which are recognized or unrecognized in the balance sheets.E 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.M. ~~CAPITAL~~For certain financial instruments, including ~~INC~~prepaid expenses, accounts payable and accrued expenses, the fair values were determined based on the near-term maturities of such the assets and liabilities.

~~Notes~~- to8 ~~Unaudited Consolidated Financial Statements~~-

~~Net~~J.E.M. ~~Loss~~CAPITAL, ~~per Common Share~~INC.

~~Basic~~NOTES ~~loss~~TO ~~per~~CONSOLIDATED ~~share is computed by~~FINANCIAL 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, 2019 and 2018.STATEMENTS

~~Stock-based Compensation~~ (UNAUDITED)

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.Revenue

~~Income~~The ~~Taxes~~Group has yet to generate revenue from operations for the three months ended March 31, 2020 and 2019.

~~The~~Net ~~Company~~Loss ~~accounts~~per ~~for~~Common 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.Share

~~Deferred~~Basic ~~tax~~loss ~~assets~~per ~~and~~share ~~liabilities are~~is ~~measured~~computed ~~using~~by ~~enacted~~dividing the ~~tax~~net ~~rates~~loss ~~expected~~attributable to ~~apply~~the tocommon ~~taxable~~stockholders ~~income~~by in the ~~years~~weighted inaverage ~~which~~number ~~those~~of ~~temporary~~shares ~~differences~~of ~~are~~common stock outstanding during ~~expected~~the period. Fully diluted loss per share is computed similar to bebasic ~~recovered~~loss orper ~~reversed.~~share ~~The~~except ~~expense~~that orthe ~~benefit~~denominator ~~related~~is increased to include ~~adjusting~~the ~~deferred~~number ~~tax~~of ~~assets~~additional ~~and~~common ~~liabilities~~shares asthat awould ~~result~~have been outstanding if the potential common shares had been issued ofand aif ~~change~~the inadditional ~~tax~~common ~~rates~~shares iswere ~~recognized~~dilutive. inThere ~~income~~were no dilutive financial instruments issued or ~~loss~~outstanding infor the ~~period~~three months ~~that~~ended ~~includes~~March ~~the~~31, ~~enactment~~2020 ~~date~~and 2019.

~~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~~ Stock-based onCompensation 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, 2019 and 2018, the Company had not recognized any interest or penalties on its consolidated financial statements.

~~Recent~~The ~~Accounting~~Group ~~Pronouncements~~adopted ASC Topic 718, using a modified prospective application transition method, which establishes accounting for stock- based awards in exchange for employee services. Under this application, the Group 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.

~~The~~Under ~~Company~~ASC ~~has~~Topic ~~implemented~~718, ~~all~~the ~~new~~amount of stock-based ~~accounting~~compensation ~~pronouncements~~expense ~~that~~recognized ~~are~~is inbased ~~effect.~~on ~~These~~the ~~pronouncements~~portion ~~did~~of ~~not~~the ~~have~~awards ~~any~~that ~~material~~are ~~impact~~ultimately onexpected ~~the~~to ~~consolidated~~vest. ~~financial~~Accordingly, the Group ~~statements~~recognize ~~unless~~forfeitures ~~otherwise~~as ~~disclosed~~they occur, and wewill doreduce ~~not~~the ~~believe~~fair ~~that~~value ~~there~~of ~~are~~the ~~any~~stock ~~other~~option ~~new~~awards ~~accounting~~for ~~pronouncements~~expected ~~that~~forfeitures ~~have~~if ~~been~~deemed ~~issued~~necessary, ~~that~~which ~~might~~are ~~have~~forfeitures aof ~~material~~the ~~impact~~unvested portion of surrendered options. Based on our ~~financial~~historical ~~position~~experience orand ~~results~~future expectations, we have not reduced the amount of ~~operations~~stock-based compensation expenses for anticipated forfeitures.

3The Group issue shares upon receiving a written notice of exercise of stock options from a grantee, and the related payment for the shares. ~~Going~~ ~~Concern~~As at March 31, 2020, the Group has not issued any stock options and does not anticipate repurchasing shares in the following annual period.

~~The~~Income 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, 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.Taxes

-The 9Group -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.

JDeferred 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.~~E.M.~~ ~~CAPITAL,~~The ~~INC~~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.

~~Notes~~The toGroup ~~Unaudited~~recognizes ~~Consolidated~~and ~~Financial~~measures uncertain ~~Statements~~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 consolidated 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 Group recognizes interest and penalties as a component of income tax expense if applicable. For the three months ended March 31, 2020 and 2019, the Group had not recognized any interest or penalties on its consolidated financial statements.

~~4. General~~Recent ~~and~~Accounting ~~Administrative Expenses~~Pronouncements

The ~~following~~Group ~~summarizes~~has ~~the~~implemented ~~type~~all ofnew ~~expenses~~accounting pronouncements ~~incurred~~that ~~during~~ are in effect. These pronouncements did not have any material impact on the ~~three~~consolidated financial statements unless otherwise disclosed, and ~~nine~~we ~~months~~do ~~ended~~not ~~September~~believe ~~30,~~that ~~2019~~there ~~and~~are ~~2018:~~any other new accounting pronouncements that have been issued that might have a material impact on our consolidated financial position or results of operations.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Consolidated and unaudited)						(Consolidated and unaudited)
General and administrative expense:
Professional fees		$	4,350		$	7,037		$	13,050		$	22,166
Filing fees			-			1,760			-			4,300
Franchise tax expense			-			-			-			409
Salary and related expenses			6,000			11,885			6,000			35,654
Depreciation			-			125			125			375
Loss on write off of equipment			-			-			371			-
Other office expenses			-			381			-			2,135
Total general and administrative expense		$	10,350		$	21,188		$	19,546		$	65,039

- 9 -

5J. ~~Commitments~~E.M. ~~and~~CAPITAL, ~~contingencies~~INC.

~~Contingencies~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

63. ~~Stockholders’~~Going ~~Equity~~Concern

~~Preferred~~The ~~Stock~~accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Group as a going concern. The Group 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 March 31, 2020, the cash resources of the Group were insufficient to continue to conduct its normal business operations. These and other factors raise substantial doubt about the Group'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 Group to continue as a going concern.

In order to continue as a going concern, the Group will need, among other things, additional capital resources. The ~~Company~~directors of the Group have agreed to provide financial support to the Group continuously as and when required so as to enable the Group meeting all its obligations and cash requirements. In addition, the Group will consider to raise funds through the sale of its equity securities and issuance of debt instruments to obtain additional operating capital. The Group is ~~authorized~~and will continue to ~~issue~~be 5dependent upon its ability,~~000~~ and will continue to attempt,~~000~~ ~~shares~~to ofsecure ~~preferred~~additional ~~stock~~equity ~~with~~and/or adebt ~~$0.0001~~financing ~~par~~until ~~value~~the Group can earn revenue and realize positive cash flow from its operations. Based Ason ofthe ~~September~~Group’s 30best estimates, ~~2019~~the Group believes that there are sufficient financial resources to meet the cash requirements for the coming twelve months and ~~December~~the ~~31,~~consolidated ~~2018~~financial statements have been prepared on a going concern basis. However, there can ~~were~~be no ~~shares~~assurance ofthe ~~preferred stock~~Group ~~issued~~will orbe ~~outstanding~~able to continue as a going concern.

~~Common~~4. General ~~Stock~~and Administrative Expenses

OnThe ~~January~~following 5,summarizes ~~2017,~~ the ~~Company~~type ~~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,~~expenses ~~pursuant~~incurred toduring ~~which~~ the ~~Company issued an aggregate of 2,005,400 shares of common~~ ~~stock,~~three ormonths ~~approximately~~ended ~~17%~~March ~~of the issued and outstanding common stock of the Company~~31, to2020 ~~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.2019:

- 10 -

	Three Months Ended March 31,
	2020			2019
	(Consolidated and unaudited)			(Consolidated and unaudited)
General and administrative expense:
Professional fees		$	12,496		$	4,350
Franchise tax expense			450			-
Directors’ fees			6,000			-
Depreciation			-			125
Write off of equipment			-			371
Total general and administrative expense		$	18,946		$	4,846

J5.~~E.M.~~ Commitments ~~CAPITAL,~~and ~~INC.~~contingencies

~~Notes to Unaudited Consolidated Financial Statements~~Contingencies

OnThe ~~June~~Group ~~21,~~accounts ~~2019,~~for ~~the~~loss ~~Company~~contingencies ~~passed~~in aaccordance ~~unanimous~~with ~~written~~ASC ~~consent~~Topic of450 ~~the Board of Directors to issue 1,000,000~~ and ~~1,000,000~~other ~~common~~related ~~shares to Mr~~guidelines. ~~MingJing~~As ~~Xia (“Mr. Xia”) and Mr. Yulong Yang (“Mr. Yang”), respectively. These shares were issued on the same date to Mr. Xia for his service in the capacity~~ of ~~Chief~~March ~~Financial Officer and Chairman of the Board~~31, ~~and~~2020 ~~issued to Mr. Yang for his service in the capacity of Chief Executive Officer~~ and ~~member~~December ~~of the Board~~31, ~~for 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~~,~~000~~ ~~during~~the ~~this~~Group's ~~period. In connection with these stock grants~~management ~~and~~is ~~in accordance with ASC Topic 718, the Company recognized $6,000~~ of ~~non-cash stock-based compensation included in general and administrative expenses on~~ the ~~consolidated~~opinion ~~statements~~that ofthere ~~operations~~are ~~for~~no ~~the~~commitments ~~three~~ and ~~nine~~contingencies ~~months~~to ~~ended~~account ~~September 30, 2019~~for.

~~The~~- ~~Company~~10 is authorized to issue 195,000,000 shares of common stock with a $0.0001 par value. As of September 30, 2019 and December 31, 2018, 14,032,400 shares and 12,032,400 shares of common stock were issued and outstanding, respectively.-

AsJ.E.M. ~~of September 30~~CAPITAL, ~~2019 and December 31, 2018, the Company did not have any dilutive securities, such as stock options, warrants or convertible securities, issued or outstanding~~INC.

~~7. Related~~NOTES ~~Party~~TO CONSOLIDATED FINANCIAL ~~Transactions~~STATEMENTS

During the nine months ended September 30, 2019 and 2018, the Company received loans of $12,436 and $37,813 from its shareholder, respectively. As of September 30, 2019 and December 31, 2018, the Company recorded an amount of $60,381 and $47,945, respectively, payable to its shareholder. The amount is unsecured, bears no interest and is repayable on demand.(UNAUDITED)

~~On June 21, 2019, the Company passed a unanimous written consent of the Board of Directors to issue 1,000,000 and 1,000,000 common shares to Mr~~6. Stockholders' MingJing Xia (“Mr. Xia”) and Mr. Yulong Yang (“Mr. Yang”), respectively. These shares were issued on the same date to Mr. Xia for his service in the capacity of Chief Financial Officer and Chairman of the Board, and issued to Mr. Yang for his service in the capacity of Chief Executive Officer and member of the Board, for their first year’s services commencing from 1 July 2019. Both of Mr. Xia and Mr. Yang are entitled to a monthly salary of $1,000 during this period.Equity

~~8. Income~~Preferred ~~taxes~~Stock

~~Income~~In isSeptember ~~subject~~2013, tothe ~~taxation~~Company ~~in various~~adopted ~~countries~~an inamended and restated certificate of incorporation by which the Company ~~and~~is ~~its~~authorized ~~subsidiaries~~to ~~operate~~issue or5,000,000 ~~are~~shares ~~incorporated.~~of ~~The~~preferred stock ~~loss~~with ~~before~~a ~~provision~~$0.0001 ~~for~~par ~~income~~value. ~~taxes~~As ~~by geographical~~of ~~locations~~March ~~for~~31, ~~the~~2020 ~~three~~ and ~~nine~~December ~~months~~31, ~~ended~~2019, ~~September~~there ~~30,~~were ~~2019~~no ~~and~~shares ~~2018~~of ~~were~~preferred ~~summarized~~stock asissued ~~follows:~~or outstanding.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Consolidated and unaudited)						(Consolidated and unaudited)
United States		$	10,350		$	11,060		$	19,050		$	35,307
Foreign			-			10,128			496			29,732
		$	10,350		$	21,188		$	19,546		$	65,039

Common Stock, Stock Split and Dividend

~~The~~In ~~Company~~September ~~had~~2013, ~~accumulated~~the ~~tax~~Company ~~losses~~adopted an amended and restated certificate of ~~approximately~~incorporation ~~$207,000~~by ~~and~~which ~~$188~~the Company is authorized to issue 195,000,000 asshares of ~~September~~common 30stock with a $0.0001 par value, ~~2019~~which amended and ~~December~~restated ~~31,~~certificate ~~2018,~~of ~~respectively,~~incorporation ~~which~~went ~~will~~effective ~~expire~~on ~~between 2031~~October ~~and~~21, ~~2037~~2013.

~~The~~In ~~net~~anticipation ~~operating~~of ~~loss carryforwards indicated above represent~~ the ~~principle component~~ acquisition of the Company'’s ~~deferred~~common ~~tax~~stock ~~assets~~by asZosano ofPharma ~~September 30, 2019~~ and ~~December~~on ~~31, 2018.~~October ~~Deferred tax assets of approximately $43~~21,~~000~~ ~~and $52~~2013,~~000~~ asthe ofCompany ~~September~~completed ~~30,~~a ~~2019~~1-for-200 ~~and~~reverse ~~December~~stock ~~31,~~split. As ~~2018,~~a ~~respectively~~result, ~~will be~~existing ~~offset~~stockholders byheld ~~valuation~~an ~~allowance~~aggregate of ~~the~~10,027 ~~same~~shares ~~amounts~~on asa ~~realization~~post-split ~~of such assets is uncertain~~basis. NoAll ~~deferred~~share ~~tax~~and ~~assets~~per ~~have~~share ~~been recognised~~amounts ~~in respect of the accumulated net operating losses made by the foreign subsidiaries, as these subsidiaries~~ have ~~not~~ ~~commenced~~been ~~business~~retroactively ~~and~~restated ~~derived~~for ~~income in so far, and~~ the ~~tax~~effect ~~losses~~of ~~that~~this ~~incurred are not able to be carry forward and offset against future profits in their respective tax jurisdictions~~split.

-On 11October -31, 2013, the Company issued 10,016,973 shares of common stock to Zosano Pharma in exchange for an aggregate cash purchase price of $365,000. Concurrently with the receipt of the proceeds from the sale of its common stock to Zosano Pharma, the Company declared a dividend of the purchase price to its stockholders of record immediately prior to the closing of the purchase transaction.

On January 5, 2017, the Company entered into a Share Exchange Agreement with Essential Element 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~~Capital Limited, ~~INC~~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.

~~Notes~~On June 21, 2019, the Company passed a unanimous written consent of the Board of Directors to ~~Unaudited~~issue ~~Consolidated~~1,000,000 and 1,000,000 common shares to Mr. MingJing Xia (“Mr. Xia”) and Mr. Yulong Yang (“Mr. Yang”), respectively. These shares were issued on the same date to Mr. Xia for his service in the capacity of Chief Financial Officer and Chairperson of the Board, and issued to Mr. Yang for his service in the capacity ~~Statements~~of Chief Executive Officer and member of the Board, for their first year’s services commencing from 1 July 2019. Both of Mr. Xia and Mr. Yang are entitled to a monthly salary of $1,000 during this period. In connection with these stock grants and in accordance with ASC Topic 718, the Company recognized $6,000 of non-cash stock-based compensation included in general and administrative expenses on the consolidated statements of operations for the three months ended March 31, 2020.

	September 30, 2019			December 31, 2018
Deferred tax assets: Net operating loss carryforwards	$	43,456		$	52,363
Total deferred tax assets		43,456			52,363
Less: Valuation allowance		(43,456	)		(52,363	)
Net deferred tax assets	$	-		$	-

The Company is authorized to issue 195,000,000 shares of common stock with a $0.0001 par value. As of March 31, 2020 and 31 December, 2019, 14,032,400 shares of common stock were issued and outstanding.

~~Movement~~As inof ~~valuation~~March ~~allowance:~~31, 2020 and 31 December, 2019, the Company did not have any dilutive securities, such as stock options, warrants or convertible securities, issued or outstanding.

	September 30, 2019			December 31, 2018
At the beginning of the period/year	$	52,363		$	39,323
Current period/year (reduction)/addition		(8,907	)		13,040
At the end of the period/year	$	43,456		$	52,363

7. Related Party Transactions

~~The~~During ~~provision~~the ~~for~~three ~~income taxes differs~~months ~~from~~ended ~~the~~March ~~expected~~31, ~~provision~~2020 ~~determined~~and by2019, ~~applying~~ the ~~federal~~Group ~~statutory~~received ~~rate~~loans toof ~~the~~$59,166 ~~income before income taxes. The reasons for the difference are state~~ and ~~local~~$12,436 ~~income~~from ~~taxes~~its ~~and~~shareholders, ~~various non-deductible expenses~~respectively. As ~~a result~~ of ~~the reduction of the corporate~~March ~~income~~31, ~~tax~~2020 ~~rate from 35% to 21% due to the Tax Cuts~~ and ~~Jobs Act which was enacted on~~ December 2231, ~~2017~~2019, ~~U.S.~~the ~~GAAP~~Company ~~requires~~recorded ~~companies to~~an ~~remeasure~~amount ~~their~~of ~~deferred~~$132,597 ~~tax assets~~ and ~~liabilities~~$73,431, ~~as of the date of enactment~~respectively, ~~with~~payable ~~resulting~~to ~~tax~~its ~~effects accounted for in~~shareholders. ~~the~~The ~~period~~amounts ofare ~~enactment.~~unsecured, ~~(the~~bear ~~change in deferred tax balances would have a corresponding change to valuation allowance thereby resulting in~~ no ~~income~~interest ~~tax~~and ~~expense~~are ~~for~~repayable ~~the~~on ~~year)~~demand.

~~The~~On June 21, 2019, the Company' passed ~~income~~a ~~tax~~unanimous ~~returns~~written ~~are~~consent of the Board of Directors to issue 1,000,000 and 1,000,000 common shares to Mr. MingJing Xia ~~subject~~(“Mr. Xia”) and Mr. Yulong Yang (“Mr. Yang”), respectively. These shares were issued on the same date to Mr. ~~examination~~Xia for ~~three~~his ~~years~~service ~~from~~in the ~~date~~capacity ~~filed~~of orChief Financial Officer and Chairperson of the ~~due~~Board, ~~date~~and issued to Mr. Yang for his service in the capacity of Chief Executive Officer and member of the Board, ~~whichever~~for istheir ~~later~~first year’s services commencing from 1 July 2019. Both of Mr. Xia and Mr. Yang are entitled to a monthly salary of $1,000 during this period.

~~The~~- ~~Company~~11 ~~did not identify any material uncertain tax positions.~~-

-J.E.M. 12CAPITAL, -INC.

~~ITEM~~NOTES 2.TO ~~Management’s~~CONSOLIDATED ~~Discussion and Analysis of Financial Condition and Results of Operations~~FINANCIAL STATEMENTS

~~Disclaimer Regarding Forward Looking Statements~~(UNAUDITED)

~~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~~8. Income 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.taxes

~~Although~~Income ~~the~~is ~~forward-looking statements~~subject into ~~this~~taxation ~~Quarterly~~in ~~Report~~various oncountries in ~~Form~~which ~~10-Q reflect~~ the ~~good~~Company ~~faith judgment of our management, such statements can only be based on facts~~ and ~~factors~~its ~~currently~~subsidiaries ~~known~~operate byor ~~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~~incorporated. ~~You~~The ~~are~~loss ~~urged~~before toincome ~~carefully~~taxes ~~review and consider the various disclosures made~~ by usgeographical inlocations ~~this Quarterly~~for ~~Report on Form 10-Q and in our other reports as we attempt to advise interested parties of~~ the ~~risks~~three ~~and~~months ~~factors~~ended ~~that~~March ~~may affect our business~~31, ~~financial~~2020 ~~condition,~~ and ~~results~~2019 ofwere ~~operations~~summarized ~~and~~as ~~prospects.~~follows:

Overview


	Three Months Ended March 31,
	2020			2019
	(Consolidated and unaudited)			(Consolidated and unaudited)
United States		$	18,946		$	4,350
Foreign			-			496
		$	18,946		$	4,846

WeThe ~~were incorporated~~Company onhad ~~September~~accumulated ~~14,~~tax ~~2011~~losses ~~in Delaware as “Eco Planet Corp.” On October 21, 2013, we effected a 1-for-200 reverse stock split~~ of ~~our~~approximately ~~common stock,~~ $~~0.0001 par value per share (the “Common Stock”)~~241,000 and ~~changed~~$222,000 ~~our~~as ~~name~~of toMarch ~~“Zosano~~31, ~~Inc.”~~ On2020 ~~October~~and December 31, ~~2013~~2019, werespectively. ~~entered into a Stock Purchase Agreement with Zosano Pharma Corporation (formerly known as ZP~~The ~~Holdings,~~accumulated ~~Inc.)~~tax ~~pursuant~~losses toprior ~~which we issued and sold 10,016,973 shares of Common Stock (the “Shares”)~~ to ~~Zosano~~2018 ~~Pharma Corporation.~~will Asexpire abetween ~~result~~2031 ~~of our issuance~~ and ~~sale~~2037 ofwhile the ~~Shares~~losses toincurred ~~Zosano Pharma Corporation, a change~~ in ~~control~~2018 ~~of the Company occurred~~ and ~~Zosano~~2019 ~~Pharma~~do ~~Corporation~~not ~~became~~have ~~the owner of 99~~expiration date.~~9% of our outstanding Common Stock.~~

~~On November 14,~~The ~~2016,~~net ~~Zosano~~operating ~~Phama~~loss ~~Corporation~~carryforwards ~~entered~~indicated ~~into~~above ~~Stock~~represent ~~Purchase~~the ~~Agreements~~principle ~~with~~component ~~eighteen~~of ~~(18) foreign investors (~~the ~~“New~~Company's ~~Shareholders”), pursuant~~deferred totax ~~which~~assets ~~Zosano~~as ~~Pharma Corporation sold an aggregate~~ of 10March 31,~~016,973~~ ~~shares~~2020 ofand ~~common~~December ~~stock of Zosano~~31, ~~Inc~~2019. ~~(the~~Deferred ~~“Company”), or~~tax ~~approximately~~assets ~~99.9%~~ of ~~the~~approximately ~~issued~~$67,000 and ~~outstanding~~$62,000 ~~common~~as ~~stock~~ of ~~the~~March ~~Company~~31, to2020 ~~the~~and ~~New~~December ~~Shareholders. As a result of the transaction~~31, ~~the~~2019, ~~New~~respectively, ~~Shareholders~~will ~~acquired approximately 99.9% of the total votes entitled to~~ be ~~cast~~offset atby ~~any~~valuation ~~meeting~~allowance of ~~shareholders, giving them voting control of~~ the ~~Company.~~same ~~The~~amounts ~~New~~as ~~Shareholders~~realization ~~obtained the funds for the purchase~~ of ~~the~~such ~~Company's~~assets ~~common~~is ~~stock in the transaction from each of their available cash on hand~~uncertain.

OnNo ~~December~~deferred ~~15, 2016,~~tax weassets ~~filed~~have ~~Articles~~been ofrecognised in ~~Amendment~~respect ~~to its Amended Articles~~ of ~~Incorporation (~~the ~~"Articles~~accumulated ofnet ~~Amendment")~~operating ~~with~~losses ~~the Secretary~~made ofby ~~State of Delaware effecting a name change of~~ the ~~Company~~foreign ~~to J.E.M. Capital~~subsidiaries, ~~Inc.~~as ~~(the~~these ~~"Corporate~~subsidiaries ~~Action"). The~~have ~~Corporate~~not ~~Action~~commenced business and ~~the~~derived ~~Amended~~income ~~Articles~~in ~~became~~so ~~effective on March 15~~far, ~~2017,~~and ~~following compliance with notification requirements of~~ the ~~Financial~~tax ~~Industry~~losses ~~Regulatory~~that ~~Authority.~~incurred ~~The~~are ~~new~~not ~~CUSIP~~able ~~number~~to ~~for~~be ~~the~~carry ~~Company's~~forward ~~common~~and ~~stock~~offset isagainst ~~46619V107.~~future ~~On March 14,~~profits ~~2017,~~in ~~the~~their ~~Financial~~respective ~~Industry~~tax ~~Regulatory Authority (FINRA) approved the Corporate Action~~jurisdictions. ~~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.~~

- 13 -

	March 31, 2020			December 31, 2019
Deferred tax assets:
Net operating loss carryforwards	$	67,064		$	61,783

Total deferred tax assets		67,064			61,783
Less: Valuation allowance		(67,064	)		(61,783	)
Net deferred tax assets	$	-		$	-

OnMovement 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~~valuation 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.allowance:

On June 21, 2019, the Company passed a unanimous written consent of the Board of Directors to issue 1,000,000 and 1,000,000 common shares to Mr. MingJing Xia (“Mr. Xia”) and Mr. Yulong Yang (“Mr. Yang”), respectively. These shares were issued on the same date to Mr. Xia for his service in the capacity of Chief Financial Officer and Chairman of the Board, and issued to Mr. Yang for his service in the capacity of Chief Executive Officer and member of the Board, for their first year’s services commencing from 1 July 2019. Both of Mr. Xia and Mr. Yang are entitled to a monthly salary of $1,000 during this period.

	March 31, 2020		December 31, 2019
At the beginning of the period/year	$	61,783	$	52,363
Current period/year addition		5,281		9,420
At the end of the period/year	$	67,064	$	61,783

WeThe ~~are~~provision afor ~~shell~~income ~~company~~taxes asdiffers ~~defined~~from ~~in Rule 12b-2 promulgated under~~ the ~~Securities~~expected ~~Exchange~~provision ~~Act~~determined ofby ~~1934~~applying (the ~~“Exchange~~federal ~~Act”).~~statutory Astax arate ~~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~~loss inbefore ~~which~~income ~~it is engaged, desiring to become a publicly held company with access to U~~taxes.~~S. capital markets by merging with us through a reverse merger or acquisition.~~ WeThe ~~can~~reasons ~~give~~for ~~no assurances that we will be successful in finding or acquiring a desirable business opportunity, given~~ the ~~limited resources~~difference ~~that~~ are ~~expected~~state toand belocal ~~available~~income totaxes usand ~~for~~various ~~implementation~~non-deductible ~~of our business plan~~expenses. ~~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~~The ofCompany' ~~Operations~~income tax returns are subject to examination for three years from the date filed or the due date, whichever is later.

~~Three~~The ~~Months~~Company ~~Ended~~did ~~September~~not ~~30, 2019 Compared To Three~~identify ~~Months~~any ~~Ended~~material ~~September~~uncertain ~~30,~~tax ~~2018~~positions.

~~Revenue~~- 12 -

WeITEM ~~have~~2. ~~not~~Management's ~~generated~~Discussion ~~any~~and ~~revenues~~Analysis ~~since our~~of ~~inception.~~Financial Condition and Results of Operations

~~Operating~~Disclaimer ~~expenses~~Regarding Forward Looking Statements

Our ~~operating~~Management's ~~expenses~~Discussion ~~primarily~~and ~~consisted~~Analysis of ~~general~~Financial Condition and ~~administrative~~Results ~~expenses,~~of ~~such~~Operations ascontains ~~salary~~not ~~and~~only ~~related~~statements ~~expenses,~~that ~~audit~~are ~~and~~historical ~~review fees~~facts, ~~tax~~but ~~returns~~also ~~preparation~~statements ~~fees,~~that ~~transfer~~are ~~agent~~forward-looking. ~~services~~Forward-looking statements are, ~~Edgar~~by ~~filing~~their ~~costs~~very nature, ~~franchise~~uncertain and ~~business~~risky. ~~taxes,~~These ~~other~~risks ~~professional~~and uncertainties ~~services~~include international, national and local general ~~office~~ ~~expenses.~~economic ~~Operating~~and ~~expenses~~market ~~for~~conditions; ~~the~~demographic ~~three~~changes; ~~months~~our ~~ended~~ability to ~~September~~sustain, 30manage, ~~2019~~or forecast growth; our ability to successfully make and ~~2018~~integrate ~~were~~acquisitions; ~~$10,350~~raw material costs and ~~$21~~availability; new product development and introduction; existing government regulations and changes in,~~188~~ or the failure to comply with, ~~respectively.~~government ~~The~~regulations; ~~decrease~~adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating ~~expenses~~results; ~~was~~changes ~~due~~in tobusiness strategy or development plans; business disruptions; the ~~decrease~~ability into ~~salary~~attract and ~~related~~retain ~~expenses~~qualified personnel; ~~paid~~the ~~for~~ability ~~officers~~to protect technology; and other ~~office~~risks ~~expenses of~~that ~~the~~might ~~Company~~be ~~for~~detailed ~~the~~from ~~three~~time ~~months~~to ~~ended~~time ~~September~~in ~~30,~~our ~~2019~~filings with the Securities and Exchange Commission.

~~Net~~Although ~~loss~~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.

Net loss for the three months ended September 30, 2019 was $10,350, as compared to $21,188 for the three months ended September 30, 2018. The decrease in 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.Overview

~~Nine~~We ~~Months~~were ~~Ended~~incorporated on September 3014, ~~2019~~2011 ~~Compared~~in ToDelaware ~~Nine~~as "Eco Planet Corp." On October 21, 2013, we effected a 1-for-200 reverse stock split ~~Months~~of ~~Ended~~our ~~September~~common 30stock, ~~2018~~$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.

~~Revenue~~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.

WeOn ~~have~~December ~~not~~15, ~~generated~~2016, we ~~any~~filed ~~revenues~~Articles ~~since~~of Amendment to its Amended Articles of Incorporation (the "Articles of Amendment") with the Secretary ~~our~~of ~~inception~~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.

~~Operating~~- ~~expenses~~13 -

~~Our~~On ~~operating~~January ~~expenses~~5, 2017, we ~~primarily~~entered ~~consisted~~into ofa ~~general~~Share ~~and~~Exchange ~~administrative~~Agreement ~~expenses~~with Essential Element Limited, ~~such~~a asBritish ~~audit~~Virgin Islands company ("ESEL"), and Leung ~~review~~Chi ~~fees~~Wah Earnest, ~~tax~~the ~~returns~~principal ~~preparation~~shareholder ~~fees~~of ESEL, ~~transfer agent~~pursuant ~~services~~to which the Company issued an aggregate of 2,005,400 ~~Edgar~~shares of ~~filing~~common ~~costs~~stock, ~~franchise~~or ~~and~~approximately ~~business~~17% ~~taxes,~~of the issued and ~~other~~outstanding ~~professional~~common ~~services~~stock of the Company, to Mr. ~~Operating~~Leung ~~expenses~~in exchange for 100% of the ~~nine months~~issued ~~ended~~and ~~September~~outstanding ~~30,~~shares ~~2019~~of ~~and~~ESEL. ESEL ~~2018~~owns ~~were~~all ~~$19,546~~of the issued and ~~$65,039,~~outstanding ~~respectively.~~shares ~~The~~of ~~decrease~~J.E.M. inCapital ~~operating~~Limited, a ~~expenses~~company ~~was~~organized ~~due~~under to the ~~decrease~~laws inof ~~salary~~Hong Kong ("JEM Capital"). ESEL and ~~related~~JEM ~~expenses~~Capital ~~paid~~currently ~~for~~have ~~officers~~no ~~and~~operations, ~~other~~but include ~~office~~the ~~expenses~~corporate ofstructure that the Company believes necessary for the ~~nine~~acquisition ~~months~~of ~~ended~~assets in Hong Kong and China. ~~September~~ESEL ~~30,~~has ~~2019~~incurred material expenses setting up such structure.

-On 14June -21, 2019, the Company passed a unanimous written consent of the Board of Directors to issue 1,000,000 and 1,000,000 common shares to Mr. MingJing Xia (“Mr. Xia”) and Mr. Yulong Yang (“Mr. Yang”), respectively. These shares were issued on the same date to Mr. Xia for his service in the capacity of Chief Financial Officer and Chairperson of the Board, and issued to Mr. Yang for his service in the capacity of Chief Executive Officer and member of the Board, for their first year’s services commencing from 1 July 2019. Both of Mr. Xia and Mr. Yang are entitled to a monthly salary of $1,000 during this period.

~~Net~~We ~~loss~~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 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.

~~Net~~Results loss for the nine months ended September 30, 2019 was $19,546, as compared to $65,039 for the nine months ended September 30, 2018. The decrease in operating expenses was due to the decrease in salary and related expenses paid for officers and other office expenses of ~~the Company for the nine months ended September 30, 2019.~~Operations

~~Liquidity~~Three ~~and~~Months ~~Capital~~Ended ~~Resources~~March 31, 2020 Compared To Three Months Ended March 31, 2019

As of September 30, 2019, we had cash of $nil, as compared to $164 as of December 31, 2018, a decrease of $164. During the three months ended September 30, 2019 and 2018, because of our operating losses, we did not generate positive operating cash flows.Revenue

~~Our~~We ~~cash,~~have ~~current assets,~~not ~~total~~generated ~~assets,~~any ~~current~~revenues ~~liabilities, and total liabilities as of September 30, 2019 compared to December 31, 2018 are as~~since ~~follows:~~our inception.

	September 30, 2019 (Unaudited)		December 31, 2018		Change
Cash	$	-	$	164	$	(164)
Prepaid expenses		18,000		-		18,000
Total Current Assets		18,000		164		17,836
Equipment, net		-		496		(496)
Total Assets		18,000		660		17,340
Total Current Liabilities		123,706		110,820		12,886
Total Liabilities		123,706		110,820		12,886

Operating expenses

~~Assets~~Our operating expenses primarily consisted of general and ~~Liabilities~~ administrative expenses, such as salary and related expenses, audit and review fees, tax returns preparation fees, transfer agent services, franchise and business taxes, other professional services and general office expenses. Operating expenses for the three months ended March 31, 2020 and 2019 were $18,946 and $4,846, respectively. The increase in operating expenses was due to the increase in professional fees and directors’ fees of the Company for the three months ended March 31, 2020.

AsNet of September 30, 2019, we had prepaid expenses of $18,000 in respect of the unvested awards of stock based compensation. We had liabilities totalling $123,706 and $110,820 as of September 30, 2019 and December 31, 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.loss

~~Stockholders~~Net loss for the three months ended March 31, 2020 was $18,946, as compared to $4,846 for the three months ended March 31, 2019. The increase in operating expenses was due to the increase in professional fees and directors’ ~~Deficit~~fees of the Company for the three months ended March 31, 2020.

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

~~Cash~~As ~~Flows from~~of ~~Operating~~March ~~Activities~~31, .2020 ~~For~~and 31 ~~the~~December ~~nine~~2019, ~~months~~we ~~ended~~had ~~September~~cash ~~30,~~of ~~2019,~~$nil. ~~our~~Our ~~net~~current cash ~~used~~needs inare ~~operations~~being ~~was~~satisfied ~~$12,600~~by ~~compared~~the shareholders. We do not believe we will be able to ~~$37,528~~satisfy ~~net~~our cash ~~used~~needs ininternally ~~operations~~until ~~for~~we ~~the~~consummate ~~same~~a ~~period~~merger intransaction ~~2018.~~with ~~This~~a ~~was~~private ~~mainly~~company, ~~attributable~~and even then there is no assurance we will be able to ~~decrease~~ indo ~~expenses~~so. ~~payment during~~During the ~~nine~~three months ended ~~September~~March 3031, 2020 and 2019, because of our operating losses, we did not generate positive operating cash flows.

~~Cash~~- ~~Flows from~~14 Financing Activities . Net cash flows provided by financing activities in the nine months ended September 30, 2019 was $12,436, compared to $37,813 net cash provided by financing activities in the same period in 2018. The decrease was mainly due to decrease in proceeds from shareholder’s advances for financing our operations during the nine months ended September 30, 2019. -

-Our 15current -assets, total assets, current liabilities, and total liabilities as of March 31, 2020 compared to December 31, 2019 are as follows:

Off Balance Sheet Arrangements

	March 31, 2020 (Unaudited)		December 31, 2019		Change

Prepaid expenses	$	6,000		12,000		(6,000)
Total current assets		6,000		12,000		(6,000)
Total assets		6,000		12,000		(6,000)
Total current liabilities		145,402		132,456		12,946
Total liabilities		145,402		132,456		12,946

WeAssets ~~have~~and ~~no off balance sheet arrangements.~~Liabilities

As of March 31, 2020, we had prepaid expenses of $6,000 in respect of the unvested awards of stock based compensation. We had liabilities totalling $145,402 and $132,456 as of March 31, 2020 and December 31, 2019, respectively, which consisted of accrued expenses related to salary, office expenses, audit and review fees, transfer agent services, legal and professional fees and advance from the shareholders.

Stockholders' Deficit

Stockholders' deficit consisted primarily of shares issued to founders in the amount of $1,203, capital raised to fund our operations of $55,589, and additional capital provided to settle obligations for $245,679, offset by the accumulated deficit of $465,873 as of March 31, 2020.

Cash Flows from Operating Activities . For the three months ended March 31, 2020, our net cash used in operations was $59,166 compared to $12,600 net cash used in operations for the same period in 2019. This was mainly attributable to increase in expenses payment during the three months ended March 31, 2020.

Cash Flows from Financing Activities . Net cash flows provided by financing activities in the three months ended March 31, 2020 was $59,166, compared to $12,436 net cash provided by financing activities in the same period in 2019. This was mainly attributable to increase in proceeds from shareholders’ advances for financing our operations during the three months ended March 31, 2020.

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.

- 15 -

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~~March 3031, ~~2019,~~ 2020, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and principal ~~financial~~ financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and ~~evaluating~~ evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or 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 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.

(c) Officer's Certifications

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 of the topics presented.

- 16 -

PART II –- OTHER INFORMATION

ITEM 1. Legal Proceedings

Filing Compare · J.E.M. CAPITAL, INC.