As filed with the Securities and Exchange Commission on July 16, 2019.

SEC File No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

EMARINE GLOBAL INC.

(Exact name of registrant as specified in its charter)

Nevada		7389		95-4886472
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

4th Floor, 15-14, Samsan-ro 308beon-gil
Nam-gu, Ulsan, 44715 South Korea
Telephone: +82-70-7204-9352

(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

Dr. Ung Gyu Kim
4th Floor, 15-14, Samsan-ro 308beon-gil
Nam-gu, Ulsan, 44715 South Korea
Telephone: +82-70-7204-9352

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Darrin M. Ocasio, Esq.
Sichenzia Ross Ference LLP
1185 Avenue of the Americas, 37th Fl.
New York, New York 10036
Phone: (212) 930-9700

Approximate date of commencement of proposed sale to the public:

From time to time after this registration statement becomes effective, as determined by the selling stockholders.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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.

(Check one):

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
		Emerging growth company	[ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. [ ]

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED (1)(2)			PROPOSED MAXIMUM OFFERING PRICE PER SHARE			PROPOSED MAXIMUM AGGREGATE OFFERING PRICE			AMOUNT OF REGISTRATION FEE (4)
Common Stock, par value $0.001 per share		9,174,082	(2)	$	1.00	(3)	$	9,174,082	(2)	$	1,111.90
Total		9,174,082					$	9,174,082		$	1,111.90

	(1)	The shares of common stock being registered hereunder are being registered for resale by the selling stockholders named in the accompanying prospectus.

	(2)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities being registered hereunder include such indeterminate number of additional shares of common stock as may from time to time become issuable by reason of anti-dilution provisions, stock splits, stock dividends, recapitalizations or other similar transactions.

	(3)	Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, based on the average of the high and low prices of $1.00 for the registrant’s common stock on July 10, 2019, as reported on the OTC Pink Tier of the OTC Markets Group, Inc.

	(4)	Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(g) of the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED JULY 16, 2019

EMARINE GLOBAL INC.

9,174,082 Shares of Common Stock

This prospectus relates to the sale or other disposition from time to time of up to 9,174,082 shares of our common stock, par value $0.001 per share (the “Common Stock”), which consists of 9,174,082 shares of Common Stock currently outstanding. All of the shares of Common Stock being registered in this prospectus are being offered for resale by the selling stockholders named in this prospectus (the “Selling Stockholders”). We are registering the sale of these shares to satisfy registration rights we have granted to the Selling Stockholders.

Our Common Stock is quoted on the OTC Pink Tier of the OTC Markets Group, Inc. under the symbol “EMRN”. As of the date of this prospectus, our Common Stock is subject to only limited quotation on the OTC Pink, and it is not otherwise regularly quoted on any other over-the-counter market or eligible for trading on any national securities exchange. Until such time as our Common Stock is so quoted on the OTCQB or OTCQX, or listed on a national securities exchange, the Selling Stockholders may, from time to time, sell any or all of the shares of Common Stock covered by this prospectus only at a fixed price of $1.00 per share, representing the average of the high and low prices as reported on the OTC Pink Tier of the OTC Markets Group, Inc. on July 11, 2019.

We anticipate applying for quotation of our shares of Common Stock on the OTCQB Marketplace. There can be no assurance that our application will be approved or, if quoted, that a liquid public market for our shares of Common Stock will develop, and if developed, be sustained. If and when our Common Stock is regularly quoted on an over-the-counter market, such as the OTCQX or the OTXQB, or on a national securities exchange, the Selling Stockholders may sell their respective shares of Common Stock, from time to time, at prevailing market prices or in privately negotiated transactions. See “Plan of Distribution.”

We will not receive any proceeds from the sale of these shares by the Selling Stockholders. All expenses of registration incurred in connection with this offering are being borne by us, but all selling and other expenses incurred by the Selling Stockholders will be borne by the Selling Stockholders.

Investing in our Common Stock is highly speculative and involves a high degree of risk. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should carefully consider the risks and uncertainties in the section entitled “Risk Factors” beginning on page 4 of this prospectus before making a decision to purchase our stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2019.

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	4
Special Note Regarding Forward Looking Statements	12
Use of Proceeds	12
Price Range of Common Stock	12
Dividend Policy	13
Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Business	19
Management	27
Executive Compensation	30
Certain Relationships and Related Transactions	31
Security Ownership of Certain Beneficial Owners and Management	32
Selling Stockholders	33
Description of Securities	37
Plan of Distribution	38
Legal Matters	39
Experts	39
Where You Can Find Additional Information	39
Index to Financial Statements	F-1

You should rely only on the information contained in this prospectus. We have not, and the Selling Stockholders have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States, we have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus outside of the United States.

This prospectus includes estimates, statistics and other industry and market data that we obtained from industry publications, research, surveys and studies conducted by third parties and publicly available information. Such data involves a number of assumptions and limitations and contains projections and estimates of the future performance of the industries in which we operate that are subject to a high degree of uncertainty. This prospectus also includes data based on our own internal estimates. We caution you not to give undue weight to such projections, assumptions and estimates.

Prospectus Summary

This summary highlights information contained in other parts of this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. You should read the entire prospectus carefully, especially the section entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” before deciding to buy our securities. Unless otherwise stated, all references to “eMarine,” “EMRN,” the “Company,” “we,” “us,” and “our” and other similar designations refer to eMarine Global Inc. and its wholly-owned subsidiary, e-Marine Co, Ltd. (“e-Marine”).

This prospectus contains translations of Korean Won (￦) amounts into USD solely for the convenience of the reader. On July 5, 2019, the exchange rate was ￦1,170.26 for $1 USD.

Corporate History & Background

eMarine Global Inc., formerly Pollex, Inc., was originally incorporated in the State of Nevada on November 2, 2001 under the name “Web Views Corporation.” In June 2003, the Company acquired 100% of Cascade Mountain Mining Corp. (“Cascade Corp.”) pursuant to an exchange agreement. As a result of the acquisition of Cascade Corp., and the change in focus of the Company’s business, the Company changed its name from “Web Views Corporation” to “Cascade Mountain Mining Company, Inc.” on June 17, 2003, in connection with a Certificate of Amendment to the Company’s Articles of Incorporation. The Certificate of Amendment also affected a 60:1 forward stock split, which became effective on June 24, 2003, and reauthorized 300,000,000 shares of common stock.

On January 7, 2005, we changed our name to “National Parking Systems, Inc.” and effected a 1:4,000 reverse stock split, re-authorized 300,000,000 shares of common stock, par value $.001 per share, and re-authorized 10,000,000 shares of preferred stock, par value $.001 per share. On November 18, 2005, we changed our name to “BioStem, Inc.” and the Company’s common stock traded under the new stock symbol “BTEM”. The Company’s focus was parking and parking related services, including valet parking services which the Company operated through its wholly owned subsidiary BH holding Company, Inc. (“BH”) and vehicle immobilization services which the Company operated through its wholly owned subsidiary ABS Holding Company, Inc. (“ABS”).

On October 12, 2007, we entered into a Stock Exchange Agreement with Joytoto Co., Ltd., a Korean public company traded on the KOSDAQ (“Joytoto Korea”), and Joyon Entertainment Co., Ltd, a Korean company, to purchase 100% of the issued and outstanding capital stock of Joyon Entertainment, Inc., a Delaware corporation (“JEI”), in exchange for 115,000,000 shares of our common stock (after giving effect to a one-for-forty reverse split of our common stock) as well as the divestment of our two subsidiaries, BH Holding Company, Inc. and ABS Holding Company, Inc. Effective on October 31, 2007, our name was changed to “Joytoto USA, Inc.” and our common stock commenced trading under the new symbol “JYTO”. We operated as a majority owned subsidiary of Joytoto Korea. We had one wholly-owned subsidiary, JEI, and two sub-subsidiaries, Joytoto Technologies, Inc., a Nevada corporation (“JTI”) and Joytoto America, Inc., a California corporation (“JAI”), both of which were wholly-owned subsidiaries of JEI. Our operations were organized into two business segments: Consumer Electronics and Video Games. On October 21, 2008, we filed a Certificate of Amendment to our Articles of Incorporation to change our name to “Pollex, Inc.,” thus resulting in our symbol change to “PLLX”, effective October 24, 2008.

On July 25, 2017, we entered into a share exchange agreement with e-Marine and the stockholders of e-Marine (the “e-Marine Stockholders”), pursuant to which the e-Marine Stockholders assigned, transferred and delivered, free and clear of all liens, 100% of the issued and outstanding shares of common stock of e-Marine, representing 100% of the equity interest in e-Marine to the Company in exchange for 14,975,000 restricted shares of common stock (the “Share Exchange”) of the Company. As a result, e-Marine became our wholly-owned subsidiary, and the e-Marine Stockholders acquired a controlling interest in the Company.

At the time of the Share Exchange, we were engaged in the online games business by acquiring gaming licenses in order to make them commercially available abroad. As a result of the acquisition of all the issued and outstanding shares of common stock of e-Marine, we have now assumed e-Marine’s business operations as our own. The acquisition of e-Marine is treated as a reverse acquisition, and the business of e-Marine became the business of the Company.

e-Marine Co., Ltd. was organized under the laws of the Republic of Korea on January 2, 2001, and is a maritime information and communications technology provider based in South Korea. e-Marine seeks to achieve safety of life at sea through the use of various technologies, such as e-Navigation, Maritime Internet-of-Things and marine big data technology (collectively, “Maritime ICT Convergence”). e-Marine’s main products and services are divided into four categories: (1) Electronic Chart Display & Information System; (2) Smart Ship; (3) Overseas Solutions Distributions; and (4) Aids to Navigation.

On August 15, 2017, we entered into an agreement and plan of (the “Merger Agreement”), pursuant to which we merged with and into our newly formed wholly-owned subsidiary (the “Merger Sub” and, the transaction, the “Merger”).

As permitted by Chapter 92A.180 of Nevada Revised Statutes, the purpose of the Merger was to effect a change of the Company’s name from “Pollex, Inc.” to “eMARINE Global Inc.” Upon the filing of articles of merger with the Secretary of State of Nevada on August 15, 2017 in order to effect the Merger, the Company’s articles of incorporation were deemed amended to reflect the change in the Company’s corporate name. Upon consummation of the Merger, the separate existence of Merger Sub ceased.

Business Overview

We are a leading provider of information and communications technology for the maritime industry. We provide solutions for the collection, integration and display of maritime information abroad and ashore by electronic means to enhance berth-to-berth navigation and related services. We believe that these solutions provide the most efficient means to secure the safety of life at sea and to protect the marine environment. We offer all of our products and services through subscription, installation, updates and/or maintenance contracts.

We offer onboard and onshore products and solutions to customers operating within the maritime and shipbuilding industries through our two business divisions: (i) our maritime information and communications technology (“Maritime ICT”) division and (ii) our shipbuilding information and communications (“Shipbuilding ICT”) division.

We focus our business on four main hardware and software products: (i) Electronic Chart Display & Information System (“ECDIS”); (ii) Smart Ship solutions; (iii) distribution of overseas solutions; and (iv) Aids to Navigation (“AtoN”) systems.

We have incurred cumulative losses and negative cash flows from operating activities. For the year ended December 31, 2018, the Company had revenues of ￦4,589,203 thousand (approximately $3,921,524 USD) and sustained a net loss of ￦1,138,660 thousand (approximately $972,997USD). For the three months ended March 31, 2019, the Company revenues of ￦1,280,331 thousand (approximately $1,094,056USD) and sustained a net income of ￦108,409 thousand (approximately $92,636USD). In addition, the Company had an accumulated deficit of ￦11,522,789 thousand (approximately $9,846,349USD) and ￦11,631,198 thousand (approximately $9,938,986USD) as of March 31, 2019 and December 31, 2018, respectively. Our condensed consolidated financial statements contemplate that we will continue as a going concern and do not contain any adjustments that might result if we were unable to continue as a going concern. See “Risk Factors” beginning on page 4.

Our Corporate Information

Our principal executive offices are located at 4^th Floor, 15-14, Samsan-ro 308beon-gil, Nam-gu, Ulsan 44715, South Korea. Our sales office is located at 14^th Floor, 201, Songpa-daero, Songpa-gu, Seoul, 05854, Republic of Korea. Our telephone number is +82-70-7204-9352. Our website address is http://emarine-global.com. The references to our website in this prospectus are inactive textual references only. The information on our website is neither incorporated by reference into this prospectus nor intended to be used in connection with this offering.

Summary of the Offering

Common Stock offered by the Selling Stockholders:		9,174,082 shares of our common stock, par value $0.001 per share.

Common Stock outstanding before this offering (1):		23,159,105

Common Stock outstanding after this offering (1):		23,159,105

Terms of the Offering:		The Selling Stockholders will determine when and how they will sell the shares of Common Stock being offered in this prospectus.

Use of proceeds:		We will not receive any proceeds from the sales of Common Stock offered by the Selling Stockholders.

OTCPink symbol:		EMRN

Risk Factors:		You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the “Risk Factors” section beginning on page 4 of this prospectus before deciding whether or not to invest in shares of our Common Stock.

(1)	The number of shares outstanding before and after the offering is based upon 23,159,105 shares outstanding as of July 11, 2019.

RISK FACTORS

Some of the following risks relate principally to us, the industry in which we operate and our business in general. Other risks relate principally to the securities market and ownership of our common shares. The occurrence of any of the events described in this section could significantly and negatively affect our business, financial condition, operating results or cash available for dividends, if any, or the trading price of our common shares.

Risks Relating to Our Business

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

The accompanying condensed consolidated financial statements have been prepared on a going concern basis as of and for the three-month period ended March 31, 2019 and December 31, 2018, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. For the year ended December 31, 2018, the Company had revenues of ￦4,589,203 thousand (approximately $3,921,524USD) and sustained a net loss of ￦1,138,660 thousand (approximately $972,997USD). For the three months ended March 31, 2019 the Company revenues of ￦1,280,331 thousand (approximately $1,094,056USD) and sustained a net income of ￦108,409 thousand (approximately $92,636USD). In addition, the Company had an accumulated deficit of ￦11,522,789 thousand (approximately $9,846,349USD) and ￦11,631,198 thousand (approximately $9,938,986USD) as of March 31, 2019 and December 31, 2018, respectively.

Our condensed consolidated financial statements contemplate that we will continue as a going concern and do not contain any adjustments that might result if we were unable to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and implement our business plan. If we are unable to achieve or sustain profitability or to secure additional financing on acceptable terms, we may not be able to meet our obligations as they come due, raising substantial doubts as to our ability to continue as a going concern. Any such inability to continue as a going concern may result in our stockholders losing their entire investment. There is no guarantee that we will become profitable or secure additional financing on acceptable terms

We may not be able to raise equity and debt financing sufficient to meet our capital and operating needs and to comply with the covenants that we expect will be contained in our debt agreements, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We cannot assure you that the net proceeds from any future equity offering or debt financing would be sufficient to satisfy our capital and operating needs and enable us to comply with various debt covenants that we expect will be contained in future debt agreements. In such case, we may not be able to raise additional equity capital or obtain additional debt financing or refinance our existing indebtedness, if necessary. If we are not able to comply with the covenants that we expect will be contained in future debt agreements and our lenders choose to accelerate our indebtedness and foreclose their liens, we could be required to sell any vessels we may own and our ability to continue to conduct our business would be impaired.

We are currently in default under certain of our borrowings, and our continued inability to repay these borrowings may adversely affect our financial condition and results of operations.

We are currently in default under certain of our borrowings. As of March 31, 2018, we are currently in default of an aggregate of ￦500,000 thousand in borrowings from two lenders. The borrowings are unsecured and bear an interest of 6.00% per annum. We are currently in negotiations with both lenders to extend the maturity date for each of the borrowings to reduce the risk of further defaults in the near term. However, there can be no assurance that we will be successful in renegotiating these extensions or that we will be able to secure additional funding to repay these borrowings. If we are unable to renegotiate these extensions or secure additional funding to repay these borrowings, this may adversely affect our financial condition and results of operations.

Most of our ECDIS sales revenues come from South Korean government contracts.

ECDIS sales are a major part of our business. South Korean government contracts make up approximately 95% of our ECDIS sales. Should we fail in the future to obtain South Korean government contracts or are unable to win government contracts at the rate we are currently, our revenues may decrease significantly.

A material failure, inadequacy, interruption or security failure of our technology networks and related systems could harm our business.

Our information technology networks and related systems are essential to our ability to conduct our day to day operations. As a result, we face risks associated with security breaches, whether through cyber-attacks or cyber intrusions over the internet, malware, computer viruses, attachments to emails, persons who access our systems from inside or outside our organization and other significant disruptions of our information technology networks and related systems. A security breach or other significant disruption involving our information technology networks and related systems or those of our vendors could: disrupt our operations; result in the unauthorized access to, and the destruction, loss, theft, misappropriation or release of, proprietary, personally identifiable, confidential, sensitive or otherwise valuable information including tenant information and lease data, which others could use to compete against us or which could expose us to damage claims by third parties for disruptive, destructive or otherwise harmful outcomes; require significant management attention and resources to remedy any damages that result; subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or damage our business relationships or reputation generally. Any or all of the foregoing could materially and adversely affect our business and the value of our stock.

The risk of counterparties failing to meet their obligations could cause us to suffer losses or otherwise adversely affect our business.

We may enter into in the future, among other things, credit facilities with banks and interest rate swap agreements. Such agreements also would subject us to counterparty risks. The ability of each of the counterparties to perform its obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of our industry sector, the overall financial condition of the counterparty, and various expenses. Should a counterparty fail to honor its obligations under agreements with us, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We or our management may be unable to attract and retain key management personnel and other employees in the shipping industry, which may negatively impact the effectiveness of our management and results of operations.

Our success depends to a significant extent upon the abilities and efforts of our management team, including our ability to retain key members of our management team and to hire new members as may be necessary. The loss of any of these individuals could adversely affect our business prospects and financial condition. Difficulty in hiring and retaining replacement personnel could adversely affect our business, results of operations and ability to pay dividends. We do not intend to maintain “key man” life insurance on any of our officers or other members of our management team.

Our success is dependent upon our ability to adequately and appropriately serve our customers.

Our operations are heavily dependent upon the delivery of superior customer service across a broad customer base, by which negative feedback from agents, insureds or internal staff could result in a loss of revenue for the Company.

We may have to pay tax on U.S. source income, which would reduce our earnings.

As a foreign corporation to the United States, our operating income generally is taxable in the United States if it is effectively connected with the conduct of a trade or business in the United States. In order to be effectively connected with the conduct of a trade or business in the United States, operating income must be from sources within the United States. The income we derive from the sale of our products and solutions is not derived from sources within the United States. Our products and solutions are provided to companies operating outside the United States and consist of services performed outside the United States. Accordingly, we do not believe that we would be taxable in the United States on our general operating income. However there can be no assurance that we will not have to pay tax on U.S. source income and, if we do, our earnings would be reduced.

Industry Specific Risk Factors

Risks associated with operating ocean-going vessels in the future could affect our business and reputation, which could adversely affect our revenues and stock price.

The operation of ocean-going vessels carries inherent risks. These risks include the possibility of:

	●	marine disaster;

	●	environmental accidents;

	●	cargo and property losses or damage;

	●	business interruptions caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse weather conditions; and

	●	piracy.

These hazards may result in death or injury to persons, loss of revenues or property, environmental damage, damage to our customer relationships, delay or rerouting.

World events could adversely affect our results of operations and financial condition.

Terrorist attacks and the threat of future terrorist attacks around the world may cause uncertainty in the world’s financial markets and may affect our ability to revive manufacturing operations, operating results and financial condition. Continuing conflicts and recent developments in the Middle East, including Egypt, and North Africa, and the presence of U.S. or other armed forces in the Middle East, may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further economic instability in the global financial markets. These uncertainties could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all. In the past, political conflicts have also resulted in attacks on vessels, such as the attack on the MT Limburg, a vessel unaffiliated with us, in October 2002, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Sea and the Gulf of Aden off the coast of Somalia. Any of these occurrences could have a material adverse impact on our operating results.

In the highly competitive international shipping industry, we may not be able to compete for contracts with new entrants or established companies with greater resources which may have a material adverse effect on our business, prospects, financial conditions, liquidity and results of operations.

The naval navigation and communication systems market is highly competitive. Some competitors have substantially greater resources than we have. Competition for the contracts is intense and depends on price, location and reputation. Our competitors with greater resources and access to capital than we have may be able to offer lower rates and higher quality products than we may be able to offer. If this were to occur, we may be unable to attract new or former customers on attractive terms or at all, which may have a material adverse effect on our business, prospects, financial condition, liquidity and results of operations.

Our competitors may develop products that are less expensive, are safer or more effective, and thus may diminish or eliminate the commercial success of any potential products that we may commercialize.

If our competitors’ market products that are less expensive, safer or more effective than our future products developed from our product candidates, or that reach the market before our product candidates, we may not achieve commercial success. The market may choose to continue utilizing the existing products for any number of reasons, including familiarity with or pricing of these existing products. The failure of any of our product candidates to compete with products marketed by our competitors would impair our ability to generate revenue, which would have a material adverse effect on our future business, financial condition and results of operations.

We expect to compete with several companies and our competitors may:

	●	develop and market products that are less expensive or more effective than our future products;

	●	commercialize competing products before we or our partners can launch any products developed from our product candidates;

	●	operate larger research and development programs or have substantially greater financial resources than we do;

	●	initiate or withstand substantial price competition more successfully than we can;

	●	have greater success in recruiting skilled technical and scientific workers from the limited pool of available talent;

	●	more effectively negotiate third-party licenses and strategic relationships; and

	●	take advantage of acquisition or other opportunities more readily than we can.

Our products are subject to government regulations and customer requirements regarding safety matters that may require significant expenditures by us to ensure compliance.

Our products (and certain uses of our products) may be subject to governmental regulations for compliance with applicable safety standards. Any failure to comply with such standards could subject us to both governmental fines as well as possible claims by consumers.

Risks Related to Doing Business in Korea

The movement of the Korean Won against the U.S. dollar and other currencies may have a material adverse effect on us.

The Korean Won has fluctuated significantly against major currencies in recent years, especially as a result of the recent global financial crisis and the relatively speedy recovery of Korean economy therefrom. The appreciation of the Won against U.S. dollar and other foreign currencies typically results in a material increase in the cost of fuel and equipment purchased from overseas and the cost of servicing our foreign currency-denominated debt as the prices for substantially all of the fuel materials and a significant portion of the equipment we purchase are stated in currencies other than the Won, generally in U.S. dollars. As a result, any significant depreciation of Won against the U.S. dollar or other major foreign currencies will have a material adverse effect on our profitability and results of operations.

Because we generate all of our revenues in Korean Won but incur a portion of our expenses in other currencies, exchange rate fluctuations could have an adverse impact on our results of operations.

We generate substantially all of our revenues in Korean Won but certain of our expenses are incurred in currencies other than the Korean Won. This difference could lead to fluctuations in net income due to changes in the value of the Korean Won relative to these other currencies, in particular the Euro. Expenses incurred in foreign currencies against which the Korean Won falls in value could increase, decreasing our net income and cash flow from operations.

Most of the registrant’s operations are carried out in the Republic of Korea. As a result, our operations are subject to various political, economic, and other risks and uncertainties.

Our main operations are in the Republic of Korea. Our operations are subject to various political, economic, and other risks and uncertainties inherent to the country. Among other risks, the registrant’s operations are subject to the risks of political conditions and governmental regulations. If there are any changes to government regulations that affect our ability to operate, we may face significant losses.

Escalations in tensions with North Korea could have an adverse effect on us.

Relations between Korea and North Korea have been tense throughout Korea’s modern history. The level of tension between the two Koreas has fluctuated and may increase abruptly as a result of current and future events. In recent years, there have been heightened security concerns stemming from North Korea’s nuclear weapon and long- range missile programs and increased uncertainty regarding North Korea’s actions and possible responses from the international community. In December 2002, North Korea removed the seals and surveillance equipment from its Yongbyon nuclear power plant and evicted inspectors from the United Nations International Atomic Energy Agency. In January 2003, North Korea renounced its obligations under the Nuclear Non-Proliferation Treaty. Since the renouncement, Korea, the United States, North Korea, China, Japan and Russia have held numerous rounds of six party multi-lateral talks in an effort to resolve issues relating to North Korea’s nuclear weapons program.

There can be no assurance that the level of tension on the Korean peninsula will not escalate in the future. Any further increase in tensions, which may occur, for example, if North Korea experiences a leadership crisis, high-level contacts break down or military hostilities occur, could have a material adverse effect on our operations and the market value of our common stock.

It may not be possible for investors to enforce U.S. judgments against us.

Our operations are primarily conducted outside of the United States. In addition, all of our directors and officers are non-residents of the United States, and all or a substantial portion of the assets of these non-residents are located outside the United States. As a result, it may be difficult or impossible for U.S. investors to serve process within the United States upon us, our subsidiaries or our directors and officers or to enforce a judgment against us for civil liabilities in U.S. courts. In addition, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based on those laws.

Failure to comply with the U.S. Foreign Corrupt Practices Act could result in fines, criminal penalties and an adverse effect on our business.

We may operate in a number of countries throughout the world, including countries known to have a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full compliance with the U.S. Foreign Corrupt Practices Act of 1977, or the FCPA. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.

We may conduct business in China, where the legal system has inherent uncertainties that could limit the legal protections available to us.

Any contracts that we may enter into in the future may be subject to new regulations in China that may require us to incur new or additional compliance or other administrative costs and may require that we pay to the Chinese government new taxes or other fees. Changes in laws and regulations, including with regards to tax matters, and their implementation by local authorities could affect vessels chartered to Chinese customers as well as vessels calling to Chinese ports and could have a material adverse impact on our business, financial condition and results of operations.

U.S. tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. shareholders.

A foreign corporation will be treated as a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the average value of the corporation’s assets produce, or are held for the production of, those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, gains from the sale or exchange of investment property, and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute “passive income.” U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.

Based on our prior method of operations, we do not believe that we will be a PFIC with respect to any taxable year as a result of any income that we may earn. In this regard, we intend to treat the gross income we derive or are deemed to derive from our service activities as services income. Accordingly, we believe that income from our service activities does not constitute “passive income,” and the assets that we own and operate in connection with the production of that income do not constitute assets that produce, or are held for the production of, “passive income.” However, no assurance can be given that the IRS or a court of law will accept our position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if there were to be changes in the nature of our operations.

If the IRS were to find that we are or have been a PFIC for any taxable year, our U.S. shareholders would face adverse U.S. federal income tax consequences and information reporting obligations. Under the PFIC rules, unless those U.S. shareholders make an election available under the Code (which election could itself have adverse consequences for such U.S. shareholders), such U.S. shareholders would be liable to pay U.S. federal income tax at the then prevailing U.S. federal income tax rates on ordinary income plus interest upon “excess distributions” and upon any gain from the disposition of our common shares, as if such “excess distribution” or gain had been recognized ratably over the U.S. shareholder’s holding period of our common shares. See “Item 10. Additional Information—E. Taxation—Material U.S., Marshall Islands Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—Passive Foreign Investment Company Status and Significant Tax Consequences” for a more comprehensive discussion of the U.S. federal income tax consequences to U.S. shareholders if we are treated as a PFIC.

The current state of global financial markets and current economic conditions may adversely impact our ability to obtain additional financing or refinance our existing indebtedness on acceptable terms which may hinder or prevent us from expanding our business.

Global financial markets and economic conditions continue to be volatile. This volatility has negatively affected the general willingness of banks and other financial institutions to extend credit, particularly in the shipping industry, due to the historically volatile asset values of vessels. The current state of global financial markets might adversely impact our ability to issue additional equity at prices which will not be dilutive to our existing shareholders or preclude us from issuing equity at all.

Also, as a result of concerns about the stability of financial markets generally and the solvency of counterparties specifically, the cost of obtaining money from the credit markets has increased as many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt and reduced, and in some cases ceased, to provide funding to borrowers. Due to these factors, we cannot be certain that additional financing will be available if needed and to the extent required, or that we will be able to refinance our existing indebtedness, on acceptable terms or at all. If additional financing or refinancing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due or we may be unable to revive our shipping operations, complete potential vessel acquisitions or otherwise take advantage of business opportunities as they arise.

The instability of the euro or the inability of countries to refinance their debts could have a material adverse effect on our revenue, profitability and financial position.

As a result of the credit crisis in Europe, in particular in Greece, Italy, Ireland, Portugal and Spain, the European Commission created the European Financial Stability Facility (the “EFSF”), and the European Financial Stability Mechanism (the “EFSM”), to provide funding to Eurozone countries in financial difficulties that seek such support. In March 2011, the European Council agreed on the need for Eurozone countries to establish a permanent stability mechanism, the European Stability Mechanism, which was established on September 27, 2012 to assume the role of the EFSF and the EFSM in providing external financial assistance to Eurozone countries. Despite these measures, concerns persist regarding the debt burden of certain Eurozone countries and their ability to meet future financial obligations and the overall stability of the euro. An extended period of adverse developments in the outlook for European countries could reduce the overall demand for our products and services. These potential developments, or market perceptions concerning these and related issues, could affect our financial position, results of operations and cash flows.

Risks Related to Our Common Stock

There is not an active liquid trading market for the Company’s common stock.

The Company’s common stock is quoted on the OTC Pink Market under the symbol “EMRN”. However, there has been minimal reported trading to date in the Company’s common stock, and we cannot give an assurance that an active trading market will develop. As a result, investors may find it difficult to dispose of, or to obtain accurate quotations of the price of, our securities. This severely limits the liquidity of the common stock and may adversely affect the market price of our common stock. A limited market may also impair our ability to raise capital by selling shares of capital stock and may impair our ability to acquire other companies or assets by using common stock as consideration.

If an active market for the Company’s common stock develops, there is a significant risk that the Company’s stock price may fluctuate dramatically in the future in response to any of the following factors, some of which are beyond our control:

	●	variations in our quarterly operating results;
	●	announcements that our revenue or income are below analysts’ expectations;
	●	general economic slowdowns;
	●	sales of large blocks of the Company’s common stock; and
	●	announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments.

Our common stock may be subject to the “penny stock” rules of the Securities and Exchange Commission, which may make it more difficult for stockholders to sell our common stock.

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of the Company’s common stock if and when such shares are eligible for sale and may cause a decline in the market value of its stock.

Because we became a public by means of a reverse acquisition, we may not be able to attract the attention of brokerage firms.

Because we became public through a “reverse acquisition”, securities analysts of brokerage firms may not provide coverage of us since there is little incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of the Company in the future.

Applicable regulatory requirements, including those contained in and issued under the Sarbanes-Oxley Act of 2002, may make it difficult for the Company to retain or attract qualified officers and directors, which could adversely affect the management of its business and its ability to obtain or retain listing of its common stock.

We may be unable to attract and retain those qualified officers, directors and members of board committees required to provide for effective management because of the rules and regulations that govern publicly held companies, including, but not limited to, certifications by principal executive officers. The enactment of the Sarbanes-Oxley Act has resulted in the issuance of a series of related rules and regulations and the strengthening of existing rules and regulations by the SEC, as well as the adoption of new and more stringent rules by the stock exchanges. The perceived increased personal risk associated with these changes may deter qualified individuals from accepting roles as directors and executive officers.

Further, some of these changes heighten the requirements for board or committee membership, particularly with respect to an individual’s independence from the corporation and level of experience in finance and accounting matters. We may have difficulty attracting and retaining directors with the requisite qualifications. If we are unable to attract and retain qualified officers and directors, the management of its business and its ability to obtain or retain listing of our shares of common stock on any stock exchange (assuming we elect to seek and are successful in obtaining such listing) could be adversely affected.

Public company compliance may make it more difficult to attract and retain officers and directors.

The Sarbanes-Oxley Act and new rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, we expect these new rules and regulations to increase our compliance costs in and to make certain activities more time consuming and costly. As a public company, we also expect that these rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.

We do not intend to pay dividends for the foreseeable future.

We have paid no dividends on our common stock to date and we do not anticipate paying any cash dividends to holders of our common stock in the foreseeable future. While our future dividend policy will be based on the operating results and capital needs of the business, we currently anticipate that we will retain any earnings to finance our future expansion and for the implementation of our business plan. A lack of a dividend can further affect the market value of our stock and could significantly affect the value of any investment in our Company.

Our stockholders may experience significant dilution.

We have a significant number of warrants to purchase our common stock outstanding, the exercise of which would be dilutive to stockholders. In certain instances, the exercise prices are subject to adjustment if we issue or sell shares of our common stock or equity-based instruments at a price per share less than the exercise price then in effect. In such case, both the issuance and the adjustment would be dilutive to stockholders.

We may from time to time finance our future operations or acquisitions through the issuance of equity securities, which securities may also have rights and preferences senior to the rights and preferences of our common stock. We may also grant options to purchase shares of our common stock to our directors, employees and consultants, the exercise of which would also result in dilution to our stockholders.

As an issuer of “penny stock”, the protection provided by the federal securities laws relating to forward looking statements does not apply to us.

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

Risks Relating to this Offering

If the Selling Stockholders sell a large number of shares all at once or in blocks, the market price of our shares would most likely decline.

A significant number of shares of Common Stock may be resold by the Selling Stockholders through this prospectus and as a result of any other registration statement we may file in the future. Should the Selling Stockholders decide to sell their shares at a price below the market price as quoted on the OTC Markets Group, Inc., or any other exchange or market on which our Common Stock might be listed in the future, the price may continue to decline. A steep decline in the price of our Common Stock would adversely affect our ability to raise additional equity capital, and even if we were successful in raising such capital, the terms of such raise may be substantially dilutive to current stockholders

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. Such statements include statements regarding our expectations, hopes, beliefs or intentions regarding the future, including but not limited to statements regarding our market, strategy, competition, development plans (including acquisitions and expansion), financing, revenues, operations, and compliance with applicable laws. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. Factors that could cause actual results to differ materially from such forward-looking statements include the risks described in greater detail in the following paragraphs. All forward-looking statements in this document are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation to update any forward-looking statement. Market data used throughout this prospectus is based on published third party reports or the good faith estimates of management, which estimates are based upon their review of internal surveys, independent industry publications and other publicly available information.

In some cases, you can identify forward-looking statements by terminology, such as “expects”, “anticipates”, “intends”, “estimates”, “plans”, “potential”, “possible”, “probable”, “believes”, “seeks”, “may”, “will”, “should”, “could” or the negative of such terms or other similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this prospectus.

You should review carefully the section entitled “Risk Factors” beginning on page 4 of this prospectus for a discussion of these and other risks that relate to our business and investing in shares of our common stock.

USE OF PROCEEDS

The Selling Stockholders will receive all of the proceeds from the sale of the shares offered by them under this prospectus.

PRICE RANGE OF COMMON STOCK

Our Common Stock is currently quoted on OTC Pink Tier of the OTC Markets Group, Inc. under the symbol “EMRN”. Trading in stocks on the OTC Markets is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company’s operations or business prospects.

The following table sets forth the high and low bid quotations for our Common Stock for the periods indicated. The information reflects prices between dealers, and does not include retail markup, markdown, or commission, and may not represent actual transactions.

Fiscal Year Ended			Bid Prices
December 31,		Period	High		Low
	2016	First Quarter	$	24.02	$	7.51
		Second Quarter	$	17.52	$	6.01
		Third Quarter	$	10.48	$	6.01
		Fourth Quarter	$	45.92	$	9.81

	2017	First Quarter	$	149.70	$	9.00
		Second Quarter	$	44.40	$	11.25
		Third Quarter	$	134.40	$	0.31
		Fourth Quarter	$	30.00	$	6.49

	2018	First Quarter	$	30.00	$	13.00
		Second Quarter	$	13.00	$	5.50
		Third Quarter	$	6.50	$	0.90
		Fourth Quarter	$	0.90	$	0.40

	2019	First Quarter	$	4.00	$	0.50

Our transfer agent is Corporate Stock Transfer.

Holders

As of July 11, 2019, the number of holders of record of shares of our Common Stock is 110. This number does not include stockholders for whom shares were held in nominee or “street” name.

DIVIDEND POLICY

We have never declared or paid any cash dividends on shares of our capital stock. We currently intend to retain all available funds to support operations and to finance the growth and development of our business. Any determination related to payments of future dividends will be at the discretion of our board of directors after taking into account various factors that our board of directors deems relevant, including our financial condition, operating results, current and anticipated cash needs, plans for expansion and debt restrictions, if any.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations should be read together with our financial statements and accompanying notes appearing elsewhere in this Prospectus. This Management’s Discussion and Analysis contains forward-looking statements that involve risks and uncertainties. Please see “Forward-Looking Statements” set forth in the beginning of this Prospectus, and see “Risk Factors” beginning on page 4 for a discussion of certain risk factors applicable to our business, financial condition, and results of operations. Operating results are not necessarily indicative of results that may occur in future periods.

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing for our products, and competition.

The following discussion provides information that management believes is relevant to an assessment and understanding of our past financial condition and plan of operations. The discussion below should be read in conjunction with the financial statements and accompanying notes contained elsewhere in this prospectus.

In this registration statement, references to the “Company,” “eMarine,” “EMRN,” “we,” “us” and “our” refer to eMarine Global Inc., a Nevada corporation, and our wholly-owned subsidiary, e-Marine Co., Ltd., a company organized under the laws of the Republic of Korea (“e-Marine”).

Our financial statements are expressed in Korean Won, the functional currency of our operating subsidiary. Our results of operations are translated at average exchange rates during the relevant financial periods, assets and liabilities are translated at the unified exchange rate at the end of these periods and equity is translated at historical exchange rates.

Overview

We were incorporated on November 2, 2001, in the State of Nevada, under the name “Web Views Corporation.” On October 20, 2008, we changed our name to “Pollex, Inc.” Formerly a subsidiary of Joytoto Co., Ltd, we operated as an online gaming business by acquiring new game licenses and making such games commercially available in South Korea and the United States.

On July 25, 2017, we entered into an Exchange Agreement with e-Marine Co., Ltd. and the e-Marine Shareholders, pursuant to which we acquired all of the outstanding equity of e-Marine in exchange for 14,975,000 restricted shares of our Common Stock (the “Share Exchange”). As a result of the Share Exchange, e-Marine became our wholly-owned subsidiary. On August 15, 2017, we changed our name from “Pollex, Inc.” to “eMarine Global Inc.” As a result of the Share Exchange, we have discontinued our online gaming business and have now assumed e-Marine’s business operations.

We, through our wholly-owned subsidiary, e-Marine, are an information and communications technology solutions provider for the global maritime industry. We provide solutions for the collection, integration and display of maritime information abroad and ashore by electronic means to enhance berth to berth navigation and other related services. These solutions provide the most efficient means to secure the safety of life at sea and to protect the marine environment. All products and services are offered through subscription, installation, updates and/or maintenance contracts. We focus our business on four main hardware and software products: (i) Electronic Chart Display & Information System (“ECDIS”); (ii) Smart Ship solutions; (iii) distribution of overseas solutions; and (iv) Aids to Navigation (“AtoN”) systems.

Recent Developments

On September 4, 2018, we won a renewal of our contract with the R.O.K. Navy to provide ECDIS maintenance services to navy ships through the end of February 2020. The total contract is valued at ￦1,569,000,000, payable as follows: (i) ￦ 328,000,000 in 2018; (ii) ￦ 996,229,950 in 2019; and (iii) ￦244,770,050 in 2020.

RESULTS OF OPERATIONS FOR EMARINE GLOBAL INC.

Three Months Ended March 31, 2019 and 2018

The following table summarizes the results of our operations during the three months ended Mach 31, 2019 and 2018, respectively, and the increase (decrease) from the current 3-month period to the prior 3-month period (in thousands of Korean Won):

Line Item	3/31/2019 (unaudited)		3/31/2018 (unaudited)			Increase (Decrease)			Percentage Increase (Decrease)
Revenue	￦	1,280,331	￦	1,309,483		￦	(29,152	)		(2	)%
Operating expense	￦	733,464	￦	855,015		￦	(121,551	)		(14	)%
Net income (loss)	￦	108,409	￦	(10,550	)	￦	118,959			1,128	%

Revenue. Total revenue for the three months ended March 31, 2019 and 2018 was ￦1,280,331 thousand and ￦1,309,483 thousand, respectively. The decrease of ￦29,152 thousand, or 2%, was primarily due to e-navigation sales revenue carried over to the second quarter.

Cost of Revenue. Total cost of revenue for the three months ended March 31, 2019 and 2018 was ￦733,464 thousand and ￦855,015 thousand, respectively. The decrease of ￦121,551, or 14%, was due to the decrease in outsourcing costs partially offset by the increase in government subsidy.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the three months ended March 31, 2019 and 2018 was ￦324,334 thousand and ￦394,281, respectively. The decrease of ￦69,947 thousand, or 18%, was primarily due to the expense saving efforts, including the reduction of rent and service fees, resulting in the decrease in general and administrative expense.

Research and Development. Research and development expenses for the three months ended March 31, 2019 and 2018 was ￦71,860 thousand and ￦29,810, respectively. The increase of ￦42,050 thousand, or 141%, was primarily due to the increase in the research and development activities on smart ship technology enhancement.

Income from Operations. Income from operations for the three months ended March 31, 2019 and 2018 was ￦150,673 thousand and ￦30,377 thousand, respectively. The increase of ￦120,296 thousand, or 396%, was mainly due to the improvement of gross margin and decrease in selling, general and administrative expenses.

Other Expense. Other expense for the three months ended March 31, 2019 and 2018 was ￦43,885 thousand and ￦43,857 thousand, respectively. The increase of ￦28, or 0.1%, was primarily due to the increase in other miscellaneous loss.

Net Income (Loss). Net income (loss) for the three months ended March 31, 2019 and 2018 was ￦108,409 thousand and ￦(10,550) thousand, respectively. The increase of ￦118,959 thousand, was due to the improvement of operating income.

Twelve Months Ended December 31, 2018 and 2017

Revenues, Expenses and Loss from Operations

Our revenues, expenses and net loss for the years ended December 31, 2018 and 2017 are as follows: (in thousand won)

	Year Ended December 31, 2018		Year Ended December 31, 2017
Revenue	￦	4,589,203		3,972,111
Cost of Revenue	￦	3,069,644		3,615,738
Gross Margin	￦	1,519,559		356,373

Revenue. Total revenue for the years ended December 31, 2018 and 2017 was ￦4,589,203 thousand and ￦3,972,112 thousand, respectively. The increase of ￦617,092 thousand, or 16%, was primarily due to the increased merchandise sales and new service sales to Research Institute of Medium & Small Shipbuilding and Republic of Korea Navy.

Cost of Revenue. Total cost of revenue for the years ended December 31, 2018 and 2017 was ￦3,069,644 thousand and ￦3,615,738 thousand, respectively. The decrease of ￦546,094 thousand, or 15%, was due to the government subsidy on projects development and the decline in outsourcing costs.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the years ended December 31, 2018 and 2017 were ￦2,108,221 thousand and ￦2,731,354 thousand, respectively. The decrease of ￦623,133 thousand or 23%, was primarily due to the expense saving effort, including the reduction of rent and service fees, resulting in the decrease in general and administrative expenses.

Research and Development. Research and development expenses for the years ended December 31, 2018 and 2017 were ￦374,944 thousand and ￦51,766 thousand, respectively. The increase of ￦323,178 thousand or 624%, was primarily due to the increase in the research and development activities on smart ship technology enhancement.

Loss from Operations. Loss from operations for the years ended December 31, 2018 and 2017 was ￦963,606 thousand and ￦2,426,747 thousand, respectively. The decrease of ￦1,463,141 thousand, or 60%, was due to the combination of the increase in revenue and the decrease in cost of revenue and general and administrative costs as previously described.

Other Expense. Other expense for the years ended December 31, 2018 and 2017 was ￦158,204 thousand and ￦233,361 thousand, respectively. The decrease of ￦75,157 thousand, or 32%, was primarily due to the decrease in interest expense.

Net Loss. Net loss for the years ended December 31, 2018 and 2017 was ￦1,138,660 thousand and ￦2,650,990 thousand, respectively. The decrease of ￦1,512,330 thousand, or 57%, was primarily due to the combination of the improvement in loss from operations and the decrease in other expense.

LIQUIDITY AND CAPITAL RESOURCES FOR EMARINE GLOBAL INC.

These consolidated financial statements have been prepared on the basis of a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

As of December 31, 2018, we had ￦126,406 thousand of cash and cash equivalents. For the year ended December 30, 2018, we reported loss from operations of ￦963,606 thousand and net cash used in operating activities of ￦380,115 thousand. We continue to experience liquidity constraints due to the continuing losses. These factors raise substantial doubt about our ability to continue as a going concern.

During 2018, management addressed going concern remediation by conducting a private placement offering to fund operations, and is continuing initiatives to raise capital to meet future working capital requirements. However, additional capital is required to reduce the Company’s risk of going concern uncertainties beyond the next twelve months as of April 10, 2019. There is no certainty that we will be able to arrange sufficient funding to continue its operations.

Cash Requirements

As noted, we anticipate that our cash requirements will increase substantially as we seek to expand our operations geographically in order to generate greater revenue.

Operations

Operating Cash Flows. Net cash used in operating activities for the year ended December 31, 2018 was ￦380,115 thousand, which was due to the net loss of ￦1,138,660 thousand offset by the increase in net operating liabilities of ￦367,694 thousand and noncash expenses of ￦357,073 thousand.

Investments

Investing Cash Flows. Net cash provided by investing activities for the year ended December 31, 2018 was ￦388,251 thousand which was due to the proceeds from disposals of short-term financial instruments of ￦330,251 thousand and the decrease in loans to related parties of ￦164,000 thousand offset by the increase in short-term financial instruments of ￦76,000 thousand.

Financing

Financing Cash Flows. Net cash used in financing activities for the year ended December 31, 2018 was ￦26,540 thousand, which was due to the receipt of proceeds from the private placement offering of ￦559,931 thousand and the increase in borrowings of ￦142,281 thousand offset by net decrease in loans from related parties of ￦22,639 thousand and repayments of borrowings of ￦706,113 thousand.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Contingencies

Legal Proceedings

From time to time the Company may be named in claims arising in the ordinary course of business. We record a provision for a liability when we believe that it is both probable that a liability has been incurred, and that the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the possible loss in the accompanying notes to the consolidated financial statements. Significant judgment is required to determine both probability and the estimated amount of loss. Such matters are inherently unpredictable and subject to significant uncertainties, some of which are beyond our control. Should any of these estimates and assumptions change or prove to be incorrect, it could have a material impact on our results of operations, financial position, and cash flows.

See Note 14 – Commitments and Contingencies in the notes to the consolidated financial statements included elsewhere in this prospectus for additional information regarding contingencies.

Recently Issued Accounting Pronouncements

In February 2016, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted ASU No. 2016-02 on January 1, 2019 using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. Adoption of this standard resulted in the recognition of operating lease right-of-use assets and corresponding lease liabilities of $298,293 thousand on the consolidated balance sheet as of January 1, 2019. The standard did not materially impact operating results or liquidity.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. In August 2015, FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 to reporting periods beginning after December 15, 2017, with early adoption permitted for reporting periods beginning after December 15, 2016. Subsequently, FASB issued ASUs in 2016 containing implementation guidance related to ASU 2014-09, including: ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , which is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations; ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , which is intended to clarify two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance; and ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which contains certain provision and practical expedients in response to identified implementation issues. The Company has adopted ASU 2014-09 and related ASUs on January 1, 2018. Companies may use either a full retrospective or a modified retrospective approach to adopt these ASUs. On January 1, 2018, the Company adopted ASU 2014-09, using the full retrospective method, which requires reporting entities to apply the standard as of the earliest period presented in their financial statements. The Company completed its review of its material revenue streams and determined that the adoption of Topic 606 did not have a material impact on the Company’s consolidated statements of operations and consolidated balance sheets.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU eliminates Step 2 along with amending other parts of the goodwill impairment test. Under ASU 2017-04, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of the reporting unit with its carrying amount, and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value with the loss not exceeding the total amount of goodwill allocated to that reporting unit. This ASU is effective for annual periods beginning after December 15, 2019, and interim periods therein with early adoption permitted for interim or annual goodwill impairment tests performed after January 1, 2017. At adoption, this update will require a prospective approach. The Company is currently evaluating this ASU to determine its impact on the Company’s operations, financial position, cash flows and disclosures.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. In consultation with our board of directors, we have identified the following accounting policies that we believe are key to an understanding of our financial statements. These are important accounting policies that require management’s most difficult, subjective judgments.

Revenue Recognition

Revenue recognition for multiple-element arrangements requires judgment to determine if multiple elements exist, whether elements can be accounted for as separate units of accounting, and if so, the fair value for each of the elements. Revenue for sale of goods is recognized when the significant risks and rewards of ownership have been transferred to the customer, recovery of the consideration is probable, the associated costs and possible return of the goods can be estimated reliably, there is no continuing involvement with goods, and the amount of revenue can be measured reliably. If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognized as a reduction of revenue as the sales are recognized.

Revenue from services is recognized by reference to the stage of performance of the services when the Company can reliably measure the amount of revenue and the recovery of the consideration is considered probable.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

As previously reported in our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2016, on April 18, 2016, we were informed Cowan, Gunteski & Co., P.A. (“Cowan”), that it had effectively resigned as our independent registered public accounting firm. As a result of the resignation, MSPC Certified Public Accountants and Advisors, P.C. (“MSPC” and together with Cowan, the “Prior Accountants”) became our independent registered public accounting firm. The engagement of MSPC as our independent registered public accounting firm was ratified by the Board of Directors on April 22, 2016.

As previously reported in our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 8, 2017, on September 7, 2017, our Board of Directors (the “Board”) approved the dismissal of MSPC as its registered independent public accounting firm, effective September 1, 2017, and approved the engagement of Turner, Stone & Company (“Turner Stone”) as the Company’s independent registered public accounting firm, effectively September 1, 2017.

The audit reports of the Prior Accountants included within our financial statements as of and for the years ended December 31, 2016 and 2015 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except as to its ability to continue as a going concern.

In connection with the audits of our financial statements for each of the fiscal years ended December 31, 2016 and 2015, and through the date of the Current Report, there were no disagreements (within the meaning of Item 304(a) of Regulation S-K) between us and the Prior Accountants on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement(s), if not resolved to the satisfaction of the Prior Accountants, would have caused the Prior Accountants to make reference to the subject matter of the disagreement(s) in its reports on our financial statements for such years, and (ii) no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

BUSINESS

Our principal execute offices are located at 4th Floor, 15-14, Samsan-ro 308beon-gil, Nam-gu, Ulsan, 44715 South Korea.

Overview of Business

Our Products & Solutions

We focus our business on four main hardware and software products : (i) Electronic Chart Display & Information System (“ECDIS”); (ii) Smart Ship solutions; (iii) distribution of overseas solutions; and (iv) Aids to Navigation management solutions.

Electronic Chart Display and Information Systems

We offer e-Navigator, our branded electronic chart display and information system (“ECDIS”), which is a computer-based navigation system that complies with International Maritime Organization (“IMO”) regulations and can be used as an alternative to paper navigation charters. Integrating a variety of real-time information, it is an automated decision aid capable of continuously determining a vessel’s position in related to land, charted objects, navigation aids and unseen hazards, which is key in helping operators monitor and plan routes. An ECDIS includes electronic navigation charts (“ENC”), which we also offer, and integrates position information from the global positioning system (“GPS”) and other navigational sensors, such as radar, fathometer and automatic identification systems. It can also provide additional navigation-related information, such as sailing directions. Only the hardware is regulated by the IMO, while the software is subject to patents. We have obtained ECDIS software and South Korean patents for ECDIS technology.

Smart Ship Solutions

Our Smart Ship technology is the result of our partnership with Hyundai Heavy Industries (“HHI”) and much of it has been implemented on HHI’s newly-built ships. These systems use the marine Internet of Things (“I.o.T.”) and big data technologies to provide solutions such as the Intra-Ship Integrated Gateway (“ISIG”), an intra-ship network that promotes greater communication amongst a fleet while at sea; the Collision Avoidance and Optimal Voyage Systems, both dedicated to helping mariners determine the best routes and avoid incidents at sea; and the Remote Maintenance and Engine Monitoring Systems, which similarly promote crews’ safety by ensuring that vessels are kept in shipshape condition. Through the further development of our Smart Ship solutions, we believe will make greater in-roads into the autonomous ship and unmanned ship markets.

Overseas Solutions Distribution

We have agreements with a number of maritime products manufacturers. We have an exclusive agreement with Teledyne Technologies International Corp for the distribution of CARIS, maritime GIS software. We distribute digital charts from C-Map, The United Kingdom Hydrographic Office and the Korea Hydrography and Research Association. In 2017, we began providing services related to a maritime-training simulator for the Republic of Korea Navy in cooperation with ECA-Sindel. We also are the exclusive distributor of Hatteland’s maritime-specialized hardware.

Aids to Navigation Management Systems

We implement Aids to Navigation (“AtoN”) management systems for public maritime agencies. AtoN systems include sensors that are attached to navigational aids at sea and management software installed at the ground control level for information collection, display and analysis. Our AtoN System consists of the (i) Maritime Weather Signals Total Management System and the (ii) e-A2N device.

The Maritime Weather Signals Total Management System is a technology that collects weather information that is then transmitted to all major ports and maritime offices for public and civic use. It collects weather signals in various formats, including AIS, CDMA and TRS, and then simultaneously displays such information as tidal height, wind directivity, wind speed and sea temperature. We have implemented over a dozen maritime information systems in major port cities such as Busan, Incheon and Ulsan. In 2017, we implemented our Total Management System, which compiles all maritime weather information and delivers it through one central center, at the National Maritime Positioning, Navigation, and Timing Office. We believe that once the IMO begins its e-Navigation initiative, the Total AtoN Management System will be a part of the Total Maritime Traffic System.

Our e-A2N device detects technical malfunctions and sends real-time data such as battery status and weather conditions to ground control, bringing attention to ship components in need of maintenance. We believe that our e-A2N device results in cost reduction and unnecessary manpower while also benefiting users, such as crew members, passengers, pilots and seaferers, by providing access to weather information via port dashboards and smart applications. To date, we have installed e-A2N devices in over 4,000 navigational aids throughout Korea.

Key Factors of Our Business Model

We cover every aspect of the ENC technology within our e-Navigator from manufacturing, modification, personalization, distribution and maintenance. We offer our customers our e-Navigator ECDIS and ENC separately or as a package, which we believe provides us with a cost competitive edge, as well as seamless integration and on-going maintenance.

We have developed our e-Navigator and our ECN products in an effort to offer our customers what we believe to be the best product possible in the market. Currently, we hold approximately 90% of the market of private ships through our government contracts with the Republic of Korea (“R.O.K”) Navy and Coast Guard, and we hold approximately 60% of the public sector market share. The rest of the market is held by other domestic and foreign competitors, including Japan Radio Co., Ltd., Furuno Electric Co., Ltd. and Martin Electric Co., Ltd. We have been the market leader of ECDIS in Korea, consistently supplying and operating maintenance service for the Republic of Korea Navy, the Coast Guard and other public and commercial ships. We continuously provide ECDIS maintenance services to an average of 200 navy vessels annually, with contracts renewed every one to two years

In September 2018, we won a contract from the R.O.K. Navy to provide maintenance services to navy ships through fiscal year 2020. This marks the 9^th consecutive year in which we have won such contracts.

We are a Smart Ship solutions development partner of Hyundai Heavy Industries. We supply ISIG, Optimal Navigation System and Engine Status Monitoring System to Hyundai Heavy Industries and anticipate supplying subsequent Smart Ship products to Hyundai Heavy Industries and other shipbuilders in South Korea such as Hanjin Heavy Industries and Samsung Heavy Industries

Industry Overview and Market Opportunity

Global Maritime Industry and Market

The global maritime industry and related markets suffered as a result of a decrease in demand for global shipping and a decrease in investment which in turn has resulted in a reduction of the number of newly-built ships. This regression lasted until early 2017, which was the lowest point of the industry’s economic cycle. As a result, the Company’s largest customer, Hyundai Heavy Industries, decreased its shipbuilding production and therefore resulted in a decrease of the Company’s Ship Solutions output for Hyundai’s new ships. Further as a result of this regression in the industry, many market participants concentrated on maintaining old ships with existing navigation solutions, causing a decrease in new navigation solutions during that time period. The global maritime economy has gained steam while international oil price is in a steady state. Shipbuilder’s order intakes are likely to see upturn consistently. According to industry experts, global shipbuilding market condition is expected to show expediential curve by representing significant improvements after getting better slowly over the next two-three years. From the analysis of Korea Institute for Industrial Economics & Trade, the shipping market condition is to show a rebound after hitting rock bottom last 2017. The shipbuilding industry’s situation will improve slowly until 2020, before showing a significant upturn since then.

Korean Shipbuilding Industry

Korean shipbuilding industry has turned around since 2017 after a long-term slump in global economy and based on new orders for LNG carrier, LNG-fueled ship and mega-sized vessel, the Korean shipbuilding market has shown distinctive advantage over main rivals, China and Japan, according to the POSCO Research Institute (POSRI). At the end of 2018, Korean shipyards posted a 28.6% growth in their new orders compared to 2017 and reclaimed to be the biggest shipbuilder in terms of orders volume for the first time in six years. In 2019, South Korean government has included development of eco-friendly green ships in its Manufacturing Industry Renaissance Vision and Strategy presented in June 2019. The government is prepared to inject 600 billion KRW between 2021 and 2030 to LNG and hydrogen propulsion R&D. When realized, the Korean shipbuilding industry can increase from 40 trillion KRW in 2018 to 61 trillion KRW in 2030.

Market Opportunity

Beginning in July of 2018, the IMO mandated every ship to be equipped with ECDIS. The IMO will initiate its Strategic Implementation Plan for e-Navigation in 2019. The plan will require that all navigation equipment be globally standardized, digitalized and inter-connected. The IMO’s goal is to increase safety of navigation in commercial shipping through better organization of data on ships by 2019. We believe that the IMO’s plan will consequently increase demand for smart ships. Out of 6,500 new ships already planned HHI over the next five years, approximately 700 ships will be equipped with the Total Smart Ship Solution Package. HHI’s Total Smart Ship Package consists of various Smart Ship Solutions that we develop, such as our Navigation Information Management System, our Engine Information System, and our Energy Management System.

Manufacturing

We manufacture our products and solutions at our Research and Development Center in Ulsan. We develop our own software, as well as incorporate our software into customized hardware. These hardware products are assembled either in our factory or at a location requested by our customers. Our manufacturing processes are in accordance with IDO 9001:2008, which is discussed below under the heading “Government Approvals.” These manufactured products are also compliant with international standards for function and performance, such as those set forth by the International Electrotechnical Commission.

Competition

ECIDIS & Navigation Systems

We lead the military and security market in South Korea. Our major domestic competitors are Marine Electronic Co., Ltd. and Samyoung ENC Co., Ltd., and overseas competitors are Japan Radio Co., Ltd. and Furuno Electric Co., Ltd. The majority of the commercial market is made up of European and Japanese navigation and communication products. With its ECDIS technology, we plan to develop a new solution: eMarine Track Control System (“e-TCS”) and SMART Station System. The development of e-TCS will lead to developing our own Integrated Navigation System in early 2020. While we currently operate primarily within the military and Korean markets, we plan to expand into Southeast Asia later in 2019 and further to the Middle East, East Asia and North America by 2020. The overseas reach will begin in 2019 with $0.5 million budget set for exhibitions, sales network and training, then increasing the budget to $2 million.

Smart Ship Solutions

We provide ISIG, which undergirds our Smart Ship Solutions. We have provided 269 ISIGs to HHI since 2012. Beginning in 2018, HHI will implement Smart Ship Solutions to most of their new ships. We derive approximately 15-20% of our revenue from our partnership with HHI.

The Unmanned/Autonomous Ship market is led by Rolls-Royce, Konsberg and Wartsila. By further developing systems such as ENC, ISIG, Collision Avoidance System and Track Control System, all of which we believe to be essential components of unmanned ships, we believe we will be well-positioned to enter the Unmanned/Autonomous Ship market by 2020.

Further, NAPA and ENRIAM, two Finnish companies, are leaders in providing fuel-saving solutions to the market; however, they mainly operate in the European passenger ship sector.

Aids to Navigation

South Korea leads in the application of I.o.T technology to AtoN systems. To date, we have implemented 13 maritime weather management modules in South Korea, which we believe to be the most among competitors. We also believe that we will maintain our position as a market leader by applying Big Data and Augmented Reality & Artificial Intelligence (“AR/AI”) technology to both our planned and future AtoN projects, such as our Integrated Maritime Weather Signal Control & Monitoring System project (2016 – 2017). We plan to implement a comprehensive management and operation system that connects all regional AtoN management systems for the Ministry of Oceans and Fisheries, which will establish a protocol for standardization of all maritime traffic and weather data. We believe that our role as the architect of this system will allow us to continue to play a major role in similar projects that utilize the system in the future.

Distribution

We have been South Korea’s sole distributor of CARIS, a maritime GIS solution, for nearly 17 years. Globally, CARIs has the highest market share in the maritime GIS field. Norway’s Hatteland Monitor holds the largest market share in its field while competing with MOXA and L3’s low-cost products, while we provide Hatteland products directly to Hyundai, Samsung and Doosan ships in South Korea

Customers

Our customers operate within the maritime and shipbuilding industries. Our main customers operate within the maritime security organizations such as R.O.K. Navy, the Korean Coast Guard, and the Korean Ministry of Fisheries, as well as shipbuilding companies such as HHI and Hanjin Heavy Industries.

We have been the market leader of ECDIS in Korea, consistently supplying and operating maintenance service for the Republic of Korea Navy, the Coast Guard and other public and commercial ships. We continuously provide ECDIS maintenance services to an average of 200 navy vessels annually, with contracts renewed every one to two years. We derive approximately 95% of our ECDIS sales revenue from our South Korean government contracts with Navy, Coast Guard and Ministry of Oceans and Fisheries. Through government contracts won by official bidding, we implement Aids to Navigation software, sensors and servers. The official bids are evaluated primarily on two factors: (i) the sophistication of the technology and (ii) the bid price. Winning bids typically result in contracts ranging from one to two years.

In addition, we develop our Smart Ship solutions through our partnership with Hyundai Heavy Industries and through our research and development contracts with the South Korean government, which we obtain through government-administrated bidding-process. Further, through our partnership with Hyundai Heavy Industries, we install our Smart Ship solutions into Hyundai’s newly-built ships, which are then sold to customers. We also supply overseas navigation-related solutions such as maritime PC hardware, Hatteland, and maritime GIS software, CARIS, to maritime agencies and shipbuilders.

Intellectual Property and Patent Rights

There is no specific patent policy in South Korea. Instead, intellectual property rights to original software are protected by Computer Program Protection Law of Korea. In addition, a company can report the copyright to its software under the Program Registration Policy, which is administered by Korea Copyright Commission. Among our three original software programs, Map Digitizer and ENC Text View are registered under the Computer Program Registration Policy. We have yet to register our Presentation Software.

Below is a list of our software and hardware in which we hold either patents or copyrights:

Patents

	-	Voice Controlled Ship Design and its steering control system (2007)

	-	Automatic Identification System for Small Ships based on TRS (Trunked Radio System) (2011)

	-	Operation System design and structured procedure of operation for remote light houses and remote buoys (2012)

	-	Dynamic Electronic Chart Display and Information System using object-oriented relational data base management system and its distribution method (2015)

	-	Voyage Optimization System Module Design (2015)

	-	Voyage Optimization System Integration (2015)

Software

	-	Presentation Software for ship’s multi-purpose RADAR display

	-	Map Digitizer : Automated Digitizing Software for Electronic Navigational Chart

	-	ENC Text Viewer : Text viewer on Electronic Navigation Chart

Government Approvals

Depending on the locality of projects and sales, we may require government approval or meet certain requirements in order to provide our solutions. In most instances, government granted approvals are granted on the basis of a company’s compliance with domestic government and international regulations. Approvals and certificates require renewal primarily on an annual or bi-annual basis. In some cases, the renewal period could be longer than two years. For past projects, we have obtained following certificates and approvals:

ISO 9001:2008

The International Organization for Standardization (“ISO”) 9001:2008 specifies requirements for a quality management system where an organization needs to demonstrate its ability to consistently provide product that meets customer and applicable statuary and regulatory requirements. All requirements of ISO 9001:2008 are generic and are intended to apply to all organizations, regardless of the type, size and product indicated.

DNV-GL Certificate

Located in Norway, Det Norske Veritas, Germanischer Lloyd (“DNV-GL”) is the world’s largest classification society, providing services for 13,175 vessels and mobile offshore units, or MOUs, amounting to 265.4 mill gt, which represents a global market share of 21%. It is also the largest technical consultancy and supervisory to the global renewable energy (particularly wind, wave, tidal and solar) and oil & gas industry - 65% of the world’s offshore pipelines are designed and installed to DNV-GL’s technical standards.

KR Certificate

In South Korea, companies that provide electronic devices to government organizations and agencies must obtain a Korean Register (“KR”) certificate for their products. Such certificates indicate that a product has been properly registered, categorized and tested according to Korean standards for electronic devices.

Direct Manufacture Confirmation Approval

This approval confirms that we directly produce our main solution, ECDIS. Companies are required to obtain this approval to provide evidence that the products they offer are domestically produced in South Korea. This is especially important to obtain, as many government-funded projects require domestic products and solutions.

Information Communication Technology (“ICT”) Certificate

The ICT Certificate allows us to execute and/or participate in information communication technology-related projects in South Korea. The certificate is granted to companies that exhibit both appropriate internal structure and professional experiences for digital information technology.

Korean Register Hellas (“KRH”) Certificate

We hold a KRH Certificate, which is a products certification that is issued on the basis of a company’s reputation and knowledge of the Korean register’s certification. A KRH Certificate guarantees access for a company and its products to European markets. KRH complies strictly with international conformity assessment procedures to ensure that the certification is accepted worldwide.

Government Regulations

We are required to obtain certain certifications for our ECDIS and Smart Ship solutions from governmental authorities prior to the sale and implementation of our products.

Companies that offer ECDIS are required to obtain certification from accredited registrars and classification societies. These registrars, such as the DNV-GL of Norway, the Korean Hellas (“KRH”) and the Federal Maritime and Hydrographic Agency of Germany, or BSH, conduct third-party inspection, verification and testing of materials to ensure the safe operation and quality of ships and other offshore installations of products. The South Korean government mandates company’s offering ECDIS to obtain KR approval. We have approval from both KR and the DNV-GL.

Our Smart Ship Solutions are not yet subject to any specific regulations and/or approvals. The IMO in collaboration with the International Electrotechnical Commission and the International Hydrographic Organization have formed a working group for the implementation of international standards applicable to the operation and performance of solutions such as Smart Ship.

Research and Development

We operate the Maritime Shipbuilding & ICT Research and Development Center at our principal executive offices in Ulsan, South Korea. Our main focus in research and development has been the development of our Smart Ship solutions. We have developed a number of products and solutions, including the S-100-based ECDIS, Maritime Augmented Reality, the Collision Avoidance System, the Ship Motion Monitoring System, the Voyage Optimization System, the AI-based Remote Maintenance System and Ship’s Data Platform. Our research and development costs include researchers’ salary, the center’s operating fees, R&D materials etc.

Research & Development Center Security

All entries and exits of the R&D center are equipped with solutions of SECOM. The solutions verify identities of all verified R&D members and record the outside personnel’s entrances and exits. Finger-print verification is used for entrance. Research & Development processes, results and intellectual assets are saved and managed in a separately installed NAS, Network-Attached Server. The network within the R&D center is internal, blocked from external approaches. All R&D members use ID/Password access to the main system.

The Company’s Capital for Research & Development (in USD)

Year	R&D Capital
2014	$	1,050,000
2015	$	430,000
2016	$	575,000
2017	$	387,903

2018	$	1,690,800

Seasonality

Our operations in the private and public market are seasonal. Government organizations, which are our main customers, historically make purchases directly from the public market beginning in the second quarter. For these orders, we complete most of our deliveries during the second half of the year. As a result, profits tend to be highest in the fourth quarter. On the other hand, commercial operators make purchases throughout the year.

Employees

As of April 10, 2019, we employed 36 full-time employees as follows: (i) 5 management employees; (ii) 4 human resources and accounting employees; (iii) 7 sales employees; (iv) 8 service employees; and (v) 12 research and development employees. We also employ part-time employees as well as temporary or contract personnel, when necessary, to provide short-term and/or specialized support for production and other functional projects.

We believe our future success will depend upon the continued service of our key management personnel and upon our continued ability to attract and retain highly qualified technical and managerial personnel. We consider our relationship with our employees to be good.

Our Corporate Information

Our principal executive offices are located at 4^th Floor, 15-14, Samsan-ro 308beon-gil, Nam-gu, Ulsan 44715, South Korea. Our sales office is located at 14^th Floor, 201, Songpa-daero, Songpa-gu, Seoul, 05854, Republic of Korea. Our telephone number is +82-70-7204-9352. Our website address is http://emarine-global.com. The references to our website in this prospectus are inactive textual references only. The information on our website is neither incorporated by reference into this prospectus nor intended to be used in connection with this offering.

Properties

We do not own any real property.

Our executive offices are located at 4^th Floor, 15-14, Samsan-ro 308beon-gil, Nam-gu, Ulsan 44715, South Korea, where we lease approximately 2,704 square feet of space. We operate our Maritime Shipbuilding & ICT Research and Development Center at our headquarters, where a majority of our employees work, including our finance, administrative, engineering, and information technology staff. Our security deposit is KRW 20,000,000 (approximately $19,000 USD) and our monthly rental payments for this location are KRW2,700,000 (approximately $2,500 USD). The lease expires on January 30, 2022.

We also lease approximately 1,636 square feet of office space in Seoul, located at 14^th Floor, 201, Songpa-daero, Songpa-gu, Seoul, 05854, Republic of Korea, where our sales employees are located. Our security deposit is KRW 30,000,000 (approximately $29,000 USD) and our monthly rental payments for this location are KRW 3,200,000 (approximately $2,950 USD). The lease expires on September 30, 2019.

Legal Proceedings

From time to time we may be involved in litigation incidental to the conduct of our business. In the ordinary course of business, we may be a party to inquiries, legal proceedings and claims including, from time to time, disagreements with vendors and customers.

As of July 15, 2019, there were no legal proceedings, government actions, administrative actions, investigations or claims pending against the Company or involving the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on its business and financial condition.

On January 18, 2018, the Company commenced a lawsuit in the district court in the Republic of Korea against a customer, Shinwoo E&D., Ltd. (“Shinwoo”), to recover an unpaid balance of ￦ 84,095,000 which was due during fiscal year 2017. The district court ruled in favor of the Company. On February 1, 2018, Shinwoo filed an appeal against the district court’s decision. The Company believes it is probable that it will prevail and that it will not suffer an adverse outcome related to the case. As of March 31, 2019, the Company did not reserve any loss accrual related to this matter. The Company has not recorded any reserved related to this dispute as of December 31, 2018.

MANAGEMENT

Directors and Executive Officers

The following table sets forth the names and ages of our current directors and executive officers, the principal offices and positions held by each person. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors. Unless described below, there are no family relationships among any of the directors and officers.

Name and Address	Age	Date First Elected or Appointed	Position(s)

Ung Gyu Kim	60	July 25, 2017	Chief Executive Officer, Chief Financial Officer and Director
Seung Ho “Brian” Yang	45	January 24, 2018	Chief Operating Officer and Director
Min Sik “Primo” Park	45	January 24, 2018	Chief Technology Officer and Director
Woo Seok “Lukas” Kim	29	August 30, 2017	Secretary

Biographical Information

Dr. Ung Gyu Kim, Ph.D – Chief Executive Officer, Chief Financial Officer and Director

Dr. Kim, is an internationally renowned maritime expert who holds a total of 35 years of career experience in the maritime industry. This includes sailing overseas as a navigation officer, studying at prestigious universities well known for maritime studies, and working for Korean Air and LG CNS. Dr. Kim joined e-Marine as CEO in 2003, and has run the Company for 14 years, reforming it as a maritime IT company with dominant standing in domestic market. Dr. Kim has appeared in numerous Korean news and magazine articles, was invited to many authoritative international maritime conferences, and has received the following awards: Maritime Minister Award (2011), Knowledge & Economic Minister Award (2011), Industrial Minister Award (2014), and Maritime Safety Expert (2014). Dr. Kim obtained his Navigation Major from the Korean Maritime & Ocean University. He also has an MBA from Finland Alto University and a Ph.D. in Maritime Information Systems from Mokpo Maritime University.

Seung Ho “Brian” Yang – Chief Operating Officer and Director

Mr. Yang joined e-Marine Co., Ltd. in 2001, where he worked as a software developer until 2004. Since 2004, Mr. Yang served in various capacities including as sales manager and as project manager for various maritime solutions projects, including electronic chart display and information systems (“ECDIS”) requirements and maintenance for the Republic of Korea Navy. He also worked on the implementation of maritime information and communication systems for the Ministry of Oceans and Fisheries in South Korea. Mr. Yang currently serves as head of e-Marine Co., Ltd.’s Maritime Information and Communications Technology Solutions department, where he manages all sales and maintenance services relating to ECDIS, digital charts and other maritime solutions. Mr. Yang also heads the management support department and overseas all general planning and marketing of e-Marine Co., Ltd. He received his degree in Information Communication Engineering from Daeduk University.

Min Sik “Primo” Park – Chief Technology Officer and Director

Mr. Park began working for e-Marine Co., Ltd., the Company’s wholly-owned subsidiary, in 2002, where he worked as a software developer. Currently, Mr. Park is the head of eMarine Co., Ltd.’s research and development center, where he oversees the development of Smart Ship solutions and other e-Navigation research projects. Mr. Park also serves as a maritime technical expert for the Ministry of Science and Information and Communication Technology and the Ministry of Trade, Industry and Energy for the Republic of Korea. Mr. Park received his degree in Maritime Shipbuilding Technology from the Korea Maritime University.

Woo Seok “Lukas” Kim - Secretary

Mr. Kim graduated in 2012 from the University of Illinois at Urbana-Champaign with a degree in Psychology. His career in maritime field began in 2013, serving as a Republic Of Korea Marine Corps military police officer of the 6^th brigade in Bangryung Island. During his early tenures at Korean Institute of Ocean Science & Technology, where he worked during 2013, and GMT, Co., Ltd., where he worked from 2015 to 2016, he worked as both a translator and assistant project manager for international maritime projects, including S-100 development, Bangladesh Global Maritime Distress and Safety System and Malaysia Smart Surveillance System. Since 2016, Lukas Kim has been an investor relations manager and U.S. representative of eMarine Global Inc.

Family Relationships

Woo Seok “Lukas” Kim is the son of the Company’s Chief Executive Officer, Dr. Ung Gyu Kim.

Involvement in Certain Legal Proceedings

To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

	1.	any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

	2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

	3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

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

	5.	being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	6.	being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Other Directorships

None of our officers and directors are directors of any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

Board Leadership Structure and Role in Risk Oversight

Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined that it is in the best interests of the Company and its stockholders to partially combine these roles. Due to the small size of the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officer positions partially combined.

Dr. Ung Gyu Kim, our Chairman, also serves as the Company’s Chief Executive Officer. The Company is seeking other qualified individuals to serve on the Company’s Board of Directors. At this time, the Company does not have Directors and Officers liability insurance which has been a deterring factor in seeking other qualified directors. Dr. Kim is actively involved in oversight of the Company’s day-to-day activities.

Our Board of Directors is primarily responsible for overseeing our risk management processes. The Board of Directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our Company’s assessment of risks. The Board of Directors focuses on the most significant risks facing our Company and our Company’s general risk management strategy, and also ensures that risks undertaken by our Company are consistent with the Board’s appetite for risk. While the Board oversees our Company, our Company’s management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our Company and that our Board leadership structure supports this approach.

Board Diversity

While we do not have a formal policy on diversity, our Board considers diversity to include the skill set, background, reputation, type and length of business experience of our Board members as well as a particular nominee’s contributions to that mix. Although there are many other factors, the Board seeks individuals with experience on public company boards as well as experience with advertising, marketing, legal and accounting skills.

Board Assessment of Risk

Our risk management function is overseen by our Board. Our management keeps our Board apprised of material risks and provides our directors access to all information necessary for them to understand and evaluate how these risks interrelate, how they affect the Company, and how management addresses those risks. Once material risks are identified, Dr. Ung Gyu Kim, our Chairman and Chief Executive Officer, determines how to best address such risk. If the identified risk poses an actual or potential conflict with management, our independent directors, if any, may conduct the assessment. The Board focuses on these key risks and interfaces with management on seeking solutions. Currently we have three members on the board of directors of the Company.

Meetings and Committees of the Board of Directors

Our Board of Directors did not hold any formal meetings during the fiscal year ended December 31, 2017.

We currently do not maintain any committees of the Board of Directors. Given our size and the development of our business to date, we believe that the board through its meetings can perform all of the duties and responsibilities which might be contemplated by a committee.

Except as may be provided in our bylaws, we do not currently have specified procedures in place pursuant to which security holders may recommend nominees to the Board of Directors.

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

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers and persons who own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on our review of the copies of the forms received by us and written representations from certain reporting persons that they have complied with the relevant filing requirements, we believe that, during the year ended December 31, 2018, all of our executive officers, directors and greater-than-ten percent stockholders complied with all Section 16(a) filing requirements, except that, due to administrative error, the following form was filed late:

●

Ung Gyu Kim filed a Form 3 on March 2, 2018 to report transactions that occurred on February 27, 2018.

Code of Ethics and Business Conduct

We have not yet adopted a Code of Ethics although we expect to do so as we develop our infrastructure and business.

EXECUTIVE COMPENSATION

Executive Officers and Directors

The following tables set forth certain information about compensation paid, earned or accrued for services by (i) our Chief Executive Officer and (ii) all other executive officers who earned in excess of $100,000 in the fiscal year ended December 31, 2018 (“Named Executive Officers”):

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation ($)		All Other Compensation ($)		Total ($)

Seong Sam Cho		2018		1		—		—		—		—		—		—		1
Chief Executive Officer, President, and Director (1)		2017		1		—		—		—		—		—		—		1

Ung Gyu Kim		2018		115,329		—		—		—		—		—		—		115,329
Chairman and Chief Executive Officer (2)		2017		187,417		—		—		—		—		—		—		187,417

Min Sik “Primo” Park		2018		105,168		—		—		—		—		—		—		105,168
Chief Technology Officer and Director (3)		2017		86,454		—		—		—		—		—		—		86,454

Seung Ho “Brian” Yang		2018		105,168		—		—		—		—		—		—		105,168
Chief Operating Officer and Director (4)		2017		87,211		—		—		—		—		—		—		87,211

Wee Seok “Lukas” Kim		2018		32,728		—		—		—		—		—		—		32,728
Secretary (5)		2017		31,844		—		—		—		—		—		—		31,844

	(1)	Mr. Seong Sam Cho resigned from all positions with the Company on July 25, 2017.
	(2)	Dr. Ung Gyu Kim was appointed Chairman and Chief Executive Officer of the Company on July 25, 2017.
	(3)	Mr. Min Sik “Primo” Park was appointed as a director and as Chief Technology Officer of the Company on January 24, 2018.
	(4)	Mr. Seung Ho “Brian” Yang was appointed as a director and as Chief Operating Officer of the Company on January 24, 2018.
	(5)	Mr. Lukas Kim was appointed as Secretary of the Company on August 30, 2017.

Employment Contracts and Change-in-Control

There are no current agreements or arrangements which will result in a change of control.

Executive Officer Compensation

Ung Gyu Kim, Chief Executive Officer. On March 1, 2017, we entered into an employment (salary) agreement with Ung Gyu Kim, which sets forth the terms of Mr. Kim’s annual salary for the period commencing March 1, 2017 through February 28, 2018. The agreement provides that Mr. Kim shall receive an annual base salary of KRW202,411,080 (approximately $187,417 USD), payable monthly in accordance with the Company’s standard practices, which includes legal overtime pay and other allowances for meals. The annual base salary is subject to adjustment in the sole discretion of the Company. The agreement also provides Mr. Kim with a company car for use while conducting business as Chief Executive Officer of the Company.

Seung Ho Yang, Chief Operating Officer. On March 1, 2017, we entered into an employment (salary) agreement with Seung Ho Yang, which sets forth the terms of Mr. Yang’s annual salary for the period commencing March 1, 2017 through February 28, 2018. The agreement provides that Mr. Yang shall receive an annual base salary of KRW94,188,353 (approximately $87,211 USD), payable monthly in accordance with the Company’s standard practices, which includes legal overtime pay and other allowances for meals. The annual base salary is subject to adjustment in the sole discretion of the Company. The agreement also provides Mr. Yang with a company car for use while conducting business as Chief Operating Officer of the Company.

Min Sik Park, Chief Technology Officer. On March 1, 2017, we entered into an employment (salary) agreement with Min Sik Park, which sets forth the terms of Mr. Park’s annual salary for the period commencing March 1, 2017 through February 28, 2018. The agreement provides that Mr. Park shall receive an annual base salary of KRW93,370,393 (approximately $86,454 USD), payable monthly in accordance with the Company’s standard practices, which includes legal overtime pay and other allowances for meals. The annual base salary is subject to adjustment in the sole discretion of the Company. The agreement also provides Mr. Park with a company car for use while conducting business as Chief Technology Officer of the Company.

Director Compensation

We do not provide any compensation to our directors for serving as directors.

Outstanding Equity Awards at Fiscal Year-End

We have not granted any equity or option awards to our executive officers as of December 31, 2018.

Equity Compensation Plan Information

The Company has not adopted an equity compensation plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

As of December 31, 2018 and 2017, the Company loaned nil and ￦290,812 thousand, respectively to the Company’s officers and employees. The loans receivable bear an interest of 6.9% and are redeemable on demand.

The Company borrowed ￦53,000 thousand from Min Sik Park, Senior Vice President, at December 31, 2015 with the maturity of December 30, 2018. The borrowings bear an interest at 9.50 % per annum. At December 31, 2018 and 2017, the balance for the borrowings was nil and ￦18,895 thousand, respectively.

The Company borrowed ￦188,016 thousand from Ung Gyu Kim, President, at February 26, 2018 with the maturity of February 25, 2019. The borrowings bear an interest at 4.60 % per annum. At December 31, 2018 and 2017, the balance for the borrowings was ￦45,980 thousand and nil, respectively.

Director Independence

Our board of directors has determined that currently none of its members qualify as “independent” as the term is used in Item 407 of Regulation S-K as promulgated by the SEC.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of our common stock as of July 15, 2019: (i) by each of our directors, (ii) by each of the named executive officers, (iii) by all of our executive officers and directors as a group, and (iv) by each person or entity known by us to beneficially own more than five percent (5%) of any class of our voting securities. As of July 15, 2019, there were 23,859,105 shares of our common stock outstanding. Unless otherwise indicated, the mailing address of stockholders is c/o eMARINE Global Inc., 4^th Floor, 15-14, Samsan-ro 308beon-gil, Nam-gu, Ulsan 44715, South Korea.

Name and Address of Beneficial Owner (1)		Amount and Nature of Beneficial Ownership			Percent of Common Stock
Directors and Officers

Ung Gyu Kim			4,136,627	(2)		17.86	%

Woo Seok “Lukas” Kim			-			-	%

Min Sik “Primo” Park			58,075			0.25	%

Seung Ho “Brian” Yang			58,075			0.25	%

All officers and directors as a group (4 persons)			4,100,952			17.71	%

Beneficial Owners of more than 5%

GMT Co., Ltd.	(3)		1,742,254	(4)		7.52	%

Jason Venture PTE Ltd	(5)		1,363,953			5.89	%

Da Young Lee			1,435,908			6.20	%

Hwa Soo Kim			1,574,475			6.80	%

RACE Holdings, LLC	(6)		3,150,000	(6)		13.60	%

Peach Management LLC	(7)		1,985,000	(7)		4.75	%

Daesun Chung			2,582,021			11.15	%

*	Denotes less than 1%.
(1)	Applicable percentage ownership is based on 22,927,992 shares of common stock outstanding as of April 10, 2019. “Beneficial ownership” includes shares for which an individual, directly or indirectly, has or shares voting or investment power, or both, and also includes options that are exercisable within the next 60 days. Unless otherwise indicated, all of the listed persons have sole voting and investment power over the shares listed opposite their names. Beneficial ownership as reported in the above table has been determined in accordance with Rule 13d-3 of the Exchange Act. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.
(2)	Includes 151,825 shares of the Company’s common stock held by Jeong Min Seo, Dr. Ung Gyu Kim’s brother-in-law.
(3)	Ju Hwan Lee, Chief Executive Officer, holds voting and dispositive power over these shares.

(4)	Represents (i) 1,742,254 shares held in the name GMT Co., Ltd. (“GMT”), (ii) 58,075 shares held by Ju Hwan Lee, CEO of GMT, (iii) 46,460 shares held by Jung Soo No, director of GMT, and (iv) 29,037 shares held by Hyun Ju Shim, a member of GMT.
(5)	Foo Chew Tuck, director, holds sole voting and dispositive power over these shares.
(6)	Represents 3,150,000 shares of common stock sold to the selling stockholder in the Company’s private placement, which closed in the third quarter of 2017. Excludes 7,500,000 shares of common stock issuable upon exercise of warrants, which contains a 4.99% beneficial ownership blocker, sold to the selling stockholder in the Company’s private placement, which closed in the third quarter of 2017. Keith Michael Jensen, managing member, holds sole voting and dispositive power.
(7)	Represents (i) 1,100,000 shares of common stock issuable upon exercise of warrants, which contains a 4.99% beneficial ownership blocker; (ii) 210,000 shares of common stock; and (iii) 675,000 shares of common stock issuable upon exercise of warrants sold to the selling stockholder in the Company’s private placement offering, which closed in the third quarter of 2017. The Briggs Family 2017 Trust, managing member, holds sole voting and dispositive power over these shares.

The Company is not aware of any person who owns of record, or is known to own beneficially, five percent or more of the outstanding securities of any class of the issuer, other than as set forth above. There are no classes of stock other than common stock issued or outstanding.

SELLING STOCKHOLDERS

This prospectus covers the resale, from time to time by the selling stockholders identified below, of up to 9,174,082 shares of common stock. All of these shares of our common stock are being offered for resale by the selling stockholders.

We are registering the shares hereby pursuant to the terms of our agreements with such stockholders, in order to permit the selling stockholders identified in the table below to offer the shares for resale from time to time.

The table below sets forth certain information regarding the selling stockholders and the shares of our common stock offered by them in this prospectus. The selling stockholders have not had a material relationship with us within the past three years other than as described in the footnotes to the table below or as a result of acquisition of our shares or other securities. To the best of our knowledge, none of the selling stockholders is a broker dealer or an affiliate of a broker dealer other than as described in the footnotes to the table below. Unless otherwise indicated, the mailing address of all listed selling stockholders is c/o eMARINE Global Inc., 4^th Floor, 15-14, Samsan-ro 308beon-gil, Nam-gu, Ulsan 44715, South Korea.

Number of Shares

Number of

Number of Shares

Beneficially Owned

Shares

Beneficially Owned

Prior to this Offering

Being Sold

After this Offering**

Selling Stockholder

Number

Percent (1)

Offered

Number

Percent (1)

SEONG SAM CHO

4,668

(2)

4,668

DOO HO CHOI

889

(3)

889

JOYTOTO CO LTD	169,479	(4)	*	%	169,479	0	%
ALEX LEE	223	(5)	*	%	223	*	%
JERALD SERVISS	223	(6)	*	%	223	*	%
JON CUNNINGHAM	23,167	(7)	*	%	23,167	0	%
DARRIN OCASIO	716,621	(8)	3.1	%	716,621	0	%
REDCHIP COMPANIES INC	340,167	(9)	1.4	%	340,167	0	%
GAMEFORYOU INC	422,026	(10)	1.8	%	422,026	0	%
SHIN SEUNG HAN	210,166	(11)	*	%	210,166	0	%
AK INTERACTIVE CO LTD	196,861	(12)	*	%	196,861	0	%
STUART SINGER	20,000	(13)	*	%	20,000	0	%
FRED SCHANER	10,000	(14)	*	%	10,000	0	%
JOHN C JOHANNESMEYER JR	50,000	(15)	*	%	50,000	0	%
MATTHEW B ELY	10,000	(16)	*	%	10,000	0	%
CHARLES CASWELL BREWER III	60,000	(17)	*	%	60,000	0	%
DEACON SHIELDS	10,000	(18)	*	%	10,000	0	%
GABRIELLE PINTO	50,000	(19)	*	%	50,000	0	%
ADAM POYNOR BREWER	10,000	(20)	*	%	10,000	0	%
DAVID MITCHELL	20,000	(21)	*	%	20,000	0	%
DA YOUNG LEE	1,435,908	(22)	6.2	%	1,435,908	0	%
SANG CHO	145,187	(23)	*	%	145,187	0	%
HWA SOO KIM	1,574,475	(24)	6.8	%	1,574,475	0	%
NAM SUN PARK	76,949	(25)	*	%	76,949	0	%
SEUNG HO YANG	58,075	(26)	*	%	58,075	0	%
MIN SIK PARK	58,075	(27)	*	%	58,075	0	%
SO YEON PARK	58,075	(28)	*	%	58,075	0	%
SE CHAN KOOK	58,075	(29)	*	%	58,075	0	%
JU HWAN LEE	58,075	(30)	*	%	58,075	0	%
JUNG SOO NO	46,460	(31)	*	%	46,460	0	%
HYUN JU SHIM	29037	(32)	*	%	29037	0	%
YONGSEUK SUH	585,223	(33)	2.5	%	585,223	0	%
KYUNG JAE JEONG	232,300	(34)	1.0	%	232,300	0	%

JAE WON YANG	58,075	(35)	*	%	58,075	0	0	%
GI YOUNG NAM	34,845	(36)	*	%	34,845	0	0	%
GYU CHO LEE	116,150	(37)	*	%	11,6150	0	0	%
TAE MIN KIM	58,075	(38)	*	%	58,075	0	0	%
SEUNG WAN HONG	3,484	(39)	*	%	3,484	0	0	%
SUNG BO SHIM	2,903	(40)	*	%	2,903	0	0	%
JEONG MIN SEO	58,075	(41)	*	%	58,075	0	0	%
NAK HWOUN KANG	58,075	(42)	*	%	58,075	0	0	%
MOK YOUNG SONG	29,037	(43)	*	%	29,037	0	0	%
JIN YEONG KIM	29,037	(44)	*	%	29,037	0	0	%
GI HWANG LEE	29,037	(45)	*	%	29,037	0	0	%
HUI SOK JUNG	5,226	(46)	*	%	5,226	0	0	%
PEACH MANAGEMENT LLC	100,000	(47)	*	%	210,000	0	0	%
DIGITAL MAN LLC	168,871	(48)	*	%	168871	0	0	%
KIYOUNG KIM	93,750	(49)	*	%	93,750	0	0	%
SEONG PIL LEE	93,750	(50)	*	%	93,750	0	0	%
JEONG MIN SEO	93,750	(51)	*	%	93,750	0	0	%
DONG KUEN JEONG	93,750	(52)	*	%	93,750	0	0	%
DAE SUNG LEE	333,335	(53)	1.4	%	333,335	0	0	%
DEUK KIM	166,670	(54)	*	%	166,670	0	0	%
JAEHYEOK SONG	33,335	(55)	*	%	33,335	0	0	%
KYUNGHYUN KIM	50,000	(56)	*	%	50,000	0	0	%
YO DAE KIM	283,335	(57)	1.2	%	283,335	0	0	%
CHINESEINVESTORS.COM	100,000	(58)	*	%	100,000	0	0	%
YENWOO NAM	231,113	(59)	*	%	231,113	0	0	%
TOTAL	9,174,082				9,174,082

* Denotes less than 1%.

** Assumes that all the shares are sold

	(1)	Applicable percentage ownership is based on 23,159,105 shares of common stock outstanding as of July 11, 2019. “Beneficial ownership” includes shares for which an individual, directly or indirectly, has or shares voting or investment power, or both, and also includes options that are exercisable within 60 days of July 11, 2019. Unless otherwise indicated, all of the listed persons have sole voting and investment power over the shares listed opposite their names. Beneficial ownership as reported in the above table has been determined in accordance with Rule 13d-3 of the Exchange Act. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.
	(2)	Represents 4,668 shares of common stock.
	(3)	Represents 889 shares of common stock.

	(4)	Represents 169,479 shares of common stock.
	(5)	Represents 223 shares of common stock.
	(6)	Represents 223 shares of common stock.
	(7)	Represents 23,167 shares of common stock.
	(8)	Represents 716,621 shares of common stock.
	(9)	Represents 340,167 shares of common stock.
	(10)	Represents 422,026 shares of common stock.
	(11)	Represents 210,166 shares of common stock.
	(12)	Represents 196,861 shares of common stock.
	(13)	Represents 20,000 shares of common stock.
	(14)	Represents 10,000 shares of common stock.
	(15)	Represents 50,000 shares of common stock.
	(16)	Represents 10,000 shares of common stock.
	(17)	Represents 60,000 shares of common stock.
	(18)	Represents 10,000 shares of common stock.
	(19)	Represents 50,000 shares of common stock.
	(20)	Represents 10,000 shares of common stock.
	(21)	Represents 20,000 shares of common stock.
	(22)	Represents 1,435,908 shares of common stock.
	(23)	Represents 145,187 shares of common stock.
	(24)	Represents 1,574,475 shares of common stock.
	(25)	Represents 76,949 shares of common stock.
	(26)	Represents 58,075 shares of common stock.
	(27)	Represents 58,075 shares of common stock.
	(28)	Represents 58,075 shares of common stock.
	(29)	Represents 58,075 shares of common stock.
	(30)	Represents 58,075 shares of common stock.
	(31)	Represents 46,460 shares of common stock.
	(32)	Represents 29,037 shares of common stock.
	(33)	Represents 585,223 shares of common stock.
	(34)	Represents 232,300 shares of common stock.
	(35)	Represents 58,075 shares of common stock.
	(36)	Represents 34,845 shares of common stock.
	(37)	Represents 116,150 shares of common stock.
	(38)	Represents 58,075 shares of common stock.
	(39)	Represents 3,484 shares of common stock.
	(40)	Represents 2,903 shares of common stock.
	(41)	Represents 58,075 shares of common stock.
	(42)	Represents 58,075 shares of common stock.

	(43)	Represents 29,037 shares of common stock.
	(44)	Represents 29,037 shares of common stock.
	(45)	Represents 29,037 shares of common stock.
	(46)	Represents 5,226 shares of common stock.
	(47)	Represents 210,000 shares of common stock.
	(48)	Represents 168,871 shares of common stock.
	(49)	Represents 93,750 shares of common stock.
	(50)	Represents 93,750 shares of common stock.
	(51)	Represents 93,750 shares of common stock.
	(52)	Represents 93,750 shares of common stock.
	(53)	Represents 333,335 shares of common stock.
	(54)	Represents 166,670 shares of common stock.
	(55)	Represents 33,335 shares of common stock.
	(56)	Represents 50,000 shares of common stock.
	(57)	Represents 283,335 shares of common stock.
	(58)	Represents 100,000 shares of common stock.
	(59)	Represents 231,113 shares of common stock.

DESCRIPTION OF SECURITIES

The following description of our capital stock summarizes the material terms and provisions of our Common Stock and preferred stock.

Authorized Capital Stock

Our authorized capital stock consists of 300,000,000 shares of common stock, par value $0.001 per share, of which 23,159,105 are currently issued and outstanding, and 10,000,000 shares of “blank check” preferred stock, par value $0.001 per share. There are no shares of preferred stock outstanding.

Common Stock

The holders of our common stock have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors and are entitled to share ratably in all of our assets available for distribution to holders of common stock upon the liquidation, dissolution or winding up of our affairs. Holders of shares of common stock do not have preemptive, subscription or conversion rights.

Holders of shares of common stock are entitled to one vote per share on all matters which stockholders are entitled to vote upon at all meetings of stockholders. The holders of shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of our outstanding voting securities can elect all of our directors.

The payment of dividends, if any, in the future rests within the discretion of our Board of Directors and will depend, among other things, upon our earnings, capital requirements and financial condition, as well as other relevant factors. We have not paid any dividends since our inception and do not intend to pay any cash dividends in the foreseeable future, but intend to retain all earnings, if any, for use in our business.

Blank Check Preferred Stock

Our Board of Directors will be authorized, subject to any limitations prescribed by law, without further vote or action by our stockholders, to issue from time to time shares of preferred stock in one or more series. Each series of preferred stock will have the number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined by our Board of Directors, which may include, among other things, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.

Warrants

As of the date of this prospectus, the Company has outstanding warrants to purchase up to an aggregate of 12,916,688 shares of common stock, par value $0.001 per share, for a period of three years from the date of issuance, from July 25, 2017 through March 9, 2019, at an exercise price of $0.60 and $0.70 per share, subject to adjustments as set forth in the warrant. The Company also has outstanding warrants to purchase up to an aggregate of 1,100,000 shares of common stock, par value $0.001 per share, for a period of three years from the date of issuance, July 25, 2017, at an exercise price of $0.08 per share, subject to adjustments as set forth in the warrant.

PLAN OF DISTRIBUTION

This prospectus relates to the resale of an aggregate of 9,174,082 shares of our common stock, par value $0.001 per share.

The Selling Stockholders may, from time to time, sell any or all of the shares of our common stock covered by this prospectus only at a fixed price of $1.00 per share, representing the average of the high and low prices as reported on the OTC Pink Tier of the OTC Markets Group, Inc. on July 11, 2019. If and when our Common Stock is regularly quoted on an over-the-counter market , such as the OTCQX or the OTCQB, or on a national securities exchange, the Selling Stockholders may sell their respective shares of Common Stock, from time to time, at prevailing market prices or in privately negotiated transactions. A selling stockholder may use any one or more of the following methods when selling securities:

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	●	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	●	an exchange distribution in accordance with the rules of the applicable exchange;
	●	privately negotiated transactions;
	●	settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
	●	broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
	●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	●	a combination of any such methods of sale; or
	●	any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as may be set forth in a supplement to this prospectus, in the case of an agency transaction, not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out such short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities that require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (however, in such case, we must file a prospectus supplement or an amendment to this registration statement under applicable provisions of the Securities Act amending it to include such successors in interest as Selling Stockholders under this prospectus).

The Selling Stockholders might not sell any, or all, of the shares of our common stock offered pursuant to this prospectus. In addition, we cannot assure you that the Selling Stockholders will not transfer the shares of our common stock by other means not described in this prospectus.

The Selling Stockholders and any brokers, dealers, agents or underwriters that participate with the Selling Stockholders in the distribution of our common stock pursuant to this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In this case, any commissions received by these broker-dealers, agents or underwriters and any profit on the resale of our common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. In addition, any profits realized by the Selling Stockholders may be deemed to be underwriting commissions. If the selling stockholders and any brokers, dealers, agents or underwriters that participate with the selling stockholders in the distribution of our common stock pursuant to this prospectus are deemed to be an underwriter, the Selling Stockholders and such other participants in the distribution may be subject to certain statutory liabilities and would be subject to the prospectus delivery requirements of the Securities Act in connection with sales of shares of our common stock.

The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Securities Exchange Act of 1934, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholder will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the common stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders and will inform them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

LEGAL MATTERS

Sichenzia Ross Ference LLP, New York, New York, will pass upon the validity of the shares of common stock sold in this offering. A partner with Sichenzia Ross Ference LLP has an interest in the registration of shares listed in the selling stockholder table contained in this prospectus and is named as a selling stockholder thereto.

EXPERTS

The financial statements of the Company for the fiscal years ended December 31, 2018 and 2017 have been audited by Turner, Stone & Company, an independent registered public accounting firm as set forth in its report, and are included in reliance upon such report given on the authority of such firm as experts in accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form S-1, together with any amendments and related exhibits, under the Securities Act, with respect to our shares of common stock offered by this prospectus. The registration statement contains additional information about us and our shares of common stock that we are offering in this prospectus.

We file annual, quarterly and current reports and other information with the Securities and Exchange Commission under the Securities Exchange Act. Our Securities and Exchange Commission filings are available to the public over the Internet at the Securities and Exchange Commission’s website at http://www.sec.gov. Access to these electronic filings is available as soon as practicable after filing with the Securities and Exchange Commission. You may also read and copy any document we file at the Securities and Exchange Commission’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference rooms and their copy charges. You may also request a copy of those filings, excluding exhibits, from us at no cost. Any such request should be addressed to us at: 4th Floor, 15-14, Samsan-ro 308beon-gil, Nam-gu, Ulsan, 44715 South Korea, Attention: Ung Gyu Kim, CEO.

INDEX TO FINANCIAL STATEMENTS

eMarine Global Inc.

Index to Consolidated Financial Statements

Condensed Consolidated Balance Sheets at March 31, 2019 (Unaudited) and December 31, 2018	F-2

Condensed Consolidated Statements of Operations For the Three Months Ended March 31, 2019 and 2018(unaudited)	F-3

Condensed Consolidated Statements of Cash Flows For the Three Months Ended March 31, 2019 and 2018 (unaudited)	F-4

Condensed Consolidated Statements of Changes in Stockholders’ Deficit For the Three Months Ended March 31, 2019 and 2018	F-5

Notes to Condensed Consolidated Financial Statements (unaudited)	F-6

Report of Independent Registered Public Accounting Firm	F-18

Statements of Operations for the Years Ended December 31, 2018 and 2017	F-20

Statement of Stockholders’ Deficit for the Years Ended December 31, 2018 and 2017	F-21

Statements of Cash Flows for the Years Ended December 31, 2018 and 2017	F-22

Notes to Combined Financial Statements	F-23

F-1

eMARINE Global Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of Korean Won, except share and per share amounts)

	March 31, 2019			December 31, 2018
	(Unaudited)

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	￦	181,471		￦	126,406
Short-term financial instruments		27,000			18,000
Accounts receivable, net of allowance for doubtful accounts of ￦11,227 as of March 31, 2019 and December 31, 2018		581,610			546,671
Inventories		61,934			7,217
Other current assets		42,026			48,608
Total Current Assets		894,041			746,902

Property and equipment, net		307,155			44,224
Goodwill		1,430,625			1,430,625
Intangible assets, net		277,005			302,155
Deposits		103,199			103,199
Total Assets	￦	3,012,025		￦	2,627,105

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Accounts payable	￦	1,203,100		￦	1,393,676
Nontrade payables		1,502,310			1,307,079
Other current liabilities		256,768			238,073
Short-term borrowings		2,350,091			2,385,545
Loans from related parties		71,279			45,980
Current portion of long-term debt		233,160			222,260
Total Current Liabilities		5,616,708			5,592,613

Long-term debt		394,210			452,500
Lease liabilities		266,781			-
Accrued benefit pension liability		1,220,105			1,180,730
Total Liabilities		7,497,804			7,225,843

Commitments and Contingencies (Note 12)

STOCKHOLDERS’ DEFICIT :
Common stock, $0.001 par value, 300,000,000 shares authorized, 22,927,992 shares issued and outstanding as of March 31, 2019 and December 31, 2018		26,198			26,198
Additional paid-in capital		7,229,972			7,221,876
Accumulated other comprehensive loss		(219,160	)		(215,614	)
Accumulated deficit		(11,522,789	)		(11,631,198	)
Total Stockholders’ Deficit		(4,485,779	)		(4,598,739	)
Total Liabilities and Stockholders’ Deficit	￦	3,012,025		￦	2,627,105

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

F-2

eMARINE Global Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands of Korean Won, except share and per share amounts)

	Three Months Ended
	March 31, 2019			March 31, 2018
	(Unaudited)			(Unaudited)
Revenue
Product	￦	558,665		￦	249,001
Service		721,666			1,060,482
Total revenue		1,280,331			1,309,483
Cost of revenue
Product		251,520			182,387
Service		481,944			672,628
Total cost of revenue		733,464			855,015
Gross margin		546,867			454,468

Selling, general and administrative expenses		324,334			394,281
Research and development		71,860			29,810
Income from operations		150,673			30,377

Other expense:
Interest expense, net		(39,698	)		(39,817	)
Other expense, net		(4,187	)		(4,040	)
Total other expense		(43,885	)		(43,857	)

Income (Loss) before provision for income taxes		106,788			(13,480	)

Income tax benefit		(1,621	)		(2,930	)

Net income (loss)	￦	108,409			(10,550	)

Basic net income (loss) per share	￦	4.73			(0.48	)
Diluted net income (loss) per share		3.92			(0.48	)
Basic weighted average shares outstanding		22,927,992			22,119,095
Diluted weighted average shares outstanding		27,680,416			22,119,095

Net income (loss)	￦	108,409			(10,550	)
Other comprehensive income (loss):
Foreign exchange translation gain (loss)		(7,855	)		1,783
Remeasurement of pension liabilities		4,309			10,388
Other comprehensive income (loss), net of tax:		(3,546	)		12,171
Comprehensive income	￦	104,863			1,621

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

F-3

eMARINE Global Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of Korean Won)

	Three Months Ended
	March 31, 2019			March 31, 2018
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	￦	108,409		￦	(10,551	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		29,001			29,256
Pension plan expenses		55,668			54,229
Deferred income taxes		(1,621	)		(2,930	)
Foreign currency loss		1,568			(1,534	)
Changes in operating assets and liabilities:
Accounts receivable		(34,939	)		(5,154	)
Inventories		(54,718	)		(31,896	)
Other current assets		6,582			(1,758	)
Deposits		-			20,300
Accounts payable		(192,144	)		(381,746	)
Nontrade payables		209,477			34,506
Other current liabilities		18,695			13,434
Pension benefits payments		(8,926	)		(22,081	)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		137,052			(305,925	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in loans to related parties		-			163,962
Purchase of short-term financial instruments		(9,000	)		-
Proceeds from disposals of short-term financial instruments		-			281,000
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		(9,000	)		444,962
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from private placement, net		-			557,336
Drawdown of short-term borrowings		-			12,669
Repayment of short-term borrowings		(35,455	)		(309,736	)
Repayment of current portion of long-term debt		(47,390	)		(30,000	)
Increase in loans from related parties		200,100			111,826
Repayment of loans from related parties		(189,047	)		(4,607	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(71,792	)		337,488
Effect of exchange rate on cash and cash equivalents		(1,195	)		(10,031	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		55,065			466,494
CASH AND CASH EQUIVALENTS- beginning of period		126,406			109,316
CASH AND CASH EQUIVALENTS- end of period	￦	181,471			575,810
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	￦	39,723		￦	40
Income taxes	￦	-		￦	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Recognition of right-of-use assets and lease liabilities	￦	107,387		￦	-
Increase in loans from related parties due to payment of general expenses by related parties	￦	14,246		￦	-

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

F-4

eMARINE Global Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the Three Months Ended March 31, 2019 and 2018

(In thousands of Korean Won, except share amounts)

(Unaudited)

	Common Stock						Accumulated Other						Total
	$0.001 Par Value				Additional		Comprehensive			Accumulated			Stockholders’
	Shares		Amount		Paid-in Capital		Loss			Deficit			Deficit
Balance, December 31, 2017		22,061,317		25,265		6,577,829		(56,593	)		(10,492,538	)		(3,946,037	)
Private placement		866,675		933		558,997								559,930
Foreign exchange translation gain								1,783						1,783
Remeasurement of pension liabilities								10,389						10,389
Net loss											(10,551	)		(10,551	)
Balance, March 31, 2018		22,927,992	￦	26,198	￦	7,136,826	￦	(44,421	)	￦	(10,503,089	)	￦	(3,384,486	)

Balance, December 31, 2018		22,927,992	￦	26,198	￦	7,221,875	￦	(215,614	)	￦	(11,631,198	)	￦	(4,598,739	)
Foreign exchange translation gain						8,097		(7,855	)					242
Remeasurement of pension liabilities								4,309						4,309
Net loss											108,409			108,409
Balance, March 31, 2019		22,927,992		26,198		7,229,972		(219,160	)		(11,522,789	)		(4,485,779	)

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

F-5

eMARINE Global Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

NOTE 1 – DESCRIPTION OF BUSINESS AND ORGANIZATION

eMarine Global Inc. is a Nevada corporation (the “Company”) formed under the name of Web Views Corporation on November 2, 2001. On October 20, 2008, the Company changed its name to Pollex, Inc. (“Pollex”)

On July 25, 2017, the Company entered into a share exchange agreement (the “Exchange Agreement”) with e-Marine Co., Ltd., a corporation organized under the laws of the Republic of Korea (“e-Marine”), and the shareholders of e-Marine (the “e-Marine Shareholders”), pursuant to which the e-Marine Shareholders assigned, transferred and delivered, free and clear of all liens, 100% of the issued and outstanding shares of common stock of e-Marine, representing 100% of the equity interest in e-Marine (the “e-Marine Shares”) in exchange for 14,975,000 restricted shares of its common stock (the “Share Exchange”). As a result of the Share Exchange, e-Marine became the Company’s wholly-owned subsidiary, and the e-Marine Shareholders acquired a controlling interest in the Company.

For accounting purposes, the Share Exchange was treated as an acquisition of Pollex and a recapitalization of the Company. The Company is the accounting acquirer, and the results of its operations carryover. Accordingly, the operations of Pollex are not carried over and have been adjusted to ￦0. The assets and liabilities of the Company have been brought forward at its book value and no goodwill has been recognized as a result of the transaction.

At the time of the Share Exchange, the Company was engaged in the online games business by acquiring gaming licenses in order to make them commercially available abroad. As a result of the Share Exchange, the Company assumed e-Marine’s business operations as its own. The acquisition of e-Marine is treated as a reverse acquisition, and the business of e-Marine became the business of the Company.

As part of the recapitalization, the Pollex Shareholders assigned, transferred and delivered, free and clear of all liens, 1,012,233 of the issued and outstanding shares of common stock of Pollex, in exchange for 1,026,317 restricted shares of its common stock.

e-Marine Co., Ltd. was organized under the laws of the Republic of Korea on January 2, 2001, and is a maritime information and communications technology provider based in South Korea. e-Marine seeks to achieve safety of life at sea through the use of various technologies, such as e-Navigation, Maritime Internet-of-Things (otherwise known as “I.o.T.”) and marine big data technology (collectively, “Maritime ICT Convergence”). e-Marine’s main products and services are divided into four categories: (1) Electronic Chart Display & Information System (“ECDIS”); (2) Smart Ship; (3) Overseas Solutions Distributions; and (4) Aids to Navigation.

On August 15, 2017, the Company entered into an agreement and plan of (the “Merger Agreement”), pursuant to which it merged with and into a newly formed wholly-owned subsidiary (the “Merger Sub” and, the transaction, the “Merger”).

As permitted by Chapter 92A.180 of Nevada Revised Statutes, the purpose of the Merger was to effect a change of the Company’s name from Pollex, Inc. to eMARINE Global Inc. Upon the filing of articles of merger with the Secretary of State of Nevada on August 15, 2017 in order to effect the Merger, the Company’s articles of incorporation were deemed amended to reflect the change in the Company’s corporate name. Upon consummation of the Merger, the separate existence of Merger Sub ceased.

NOTE 2 – LIQUIDITY FINANCIAL CONDITION AND MANAGEMENT PLANS

As of March 31, 2019, the Company had cash of ￦181,471 thousand. Historically, the Company had net losses and negative cash flows from operations. The Company continues to experience liquidity constraints due to the continuing losses. These factors contributed to the Company’s substantial doubt of its ability to continue as a going concern.

F-6

eMARINE Global Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

During the three months ended March 31, 2019 and the year ended December 31, 2018, management has addressed going concern remediation through funding through the private placement and is continuing initiatives to raise capital to meet future working capital requirements. However, additional capital is required to reduce the risk of going concern uncertainties for the Company beyond the next twelve months as of the reporting date. There is no certainty that the Company will be able to arrange sufficient funding to continue its operations.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of such interim results.

The results for the condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2019 or for any future interim period. The condensed consolidated balance sheet at March 31, 2019 has been derived from unaudited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2018, and notes thereto included in the Company’s annual report on Form 10-K filed on April 15, 2019.

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s annual report on Form 10-K, which was filed with the Securities and Exchange Commission on April 15, 2019.

Earnings (Loss) Per Share

Earnings (loss) per share are calculated in accordance with Accounting Standards Codification (“ASC”) 260 “Earnings Per Share,” which provides for the calculation of “basic” and “diluted” earnings (loss) per share. Basic earnings (loss) per share includes no dilution and is computed by dividing net earnings by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflect, in periods in which they have a dilutive effect, the effect of common shares issuable upon exercise of stock options.

The following table shows the calculation of diluted shares using the treasury stock method:

	March 31, 2019		March 31, 2018
Shares used in computation of basic income per shares		22,927,992		-
Total dilutive effect of stock options		4,991,642		-
Shares used in computation of diluted income per share		27,919,634		-

The diluted share base excludes the following incremental shares due to their antidilutive effect:

	March 31, 2019		March 31, 2018
Common stock warrants		-		12,916,688
Potential dilutive shares		-		12,916,688

Recent Accounting Pronouncements

F-7

eMARINE Global Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

These ASUs are effective for fiscal years and interim periods within those years beginning after December 15, 2018, with early adoption permitted. On January 1, 2019, the Company adopted these ASUs, using modified retrospective transition approach.

A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. The adopted the effective date as the date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019.

On adoption, the Company recognized additional operating liabilities of $￦107,387 thousand, with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases.

F-8

eMARINE Global Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

NOTE 4 — INVENTORIES

The components of inventories are as follows (in thousands of Korean Won):

	March 31, 2019		December 31, 2018
Finished goods	￦	861	￦	-
Raw materials		61,073		7,217
		61,934		7,217
Less: Inventory reserve		-		-
Total, net	￦	61,934	￦	7,217

NOTE 5 — PROPERTY AND EQUIPMENT

The components of property and equipment are as follows (in thousands of Korean Won):

	March 31, 2019			December 31, 2018
Office equipment	￦	219,980		￦	219,980
Fixtures and furniture		48,520			48,520
Other		285,113			285,112
Total, at cost		553,613			553,612
Less: Accumulated depreciation		(513,239	)		(509,388	)
		40,374			44,224

Right-of-use lease assets - operating		450,933			-
Less: Accumulated depreciation		(184,152	)		-
Right-of-use lease assets - operating, net		266,781			-
Total, net	￦	307,155		￦	44,224

Depreciation expense amounted to ￦3,851 thousand and ￦4,032 thousand for the periods ended March 31, 2019 and 2018, respectively.

Amortization expense on right-of-use lease assets amounted to ￦31,512 thousand and nil for the periods ended March 31, 2019 and 2018, respectively.

NOTE 6 – GOODWILL

In 2011, the Company acquired Intra-Ship Integrated Gateway business from Hyundai BS&C Co., Ltd. and recognized the goodwill of ￦1,430,625 thousand along with the other identifiable assets and liabilities.

The Company assessed relevant events and circumstances in evaluating whether it was more likely than not that its fair value of the reporting unit was less than reporting unit’s carrying amount. The Company concluded that it is more likely than not that the fair value of a reporting unit is not less than its carrying amount and did not perform the two–step impairment test.

F-9

eMARINE Global Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

NOTE 7 – INTANGIBLE ASSETS

The components of intangible assets that are carried at cost less accumulated amortization are as follows (in thousands of Korean Won):

	March 31, 2019							December 31, 2018
Description	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Industrial Property Rights	￦	5,960	￦	(5,331	)	￦	629	￦	5,960	￦	(5,260	)	￦	700
Software		62,782		(62,782	)		-		62,782		(62,782	)		-
Customers relationship		500,000		(225,000	)		275,000		500,000		(200,000	)		300,000
Other		22,021		(20,645	)		1,376		22,020		(20,565	)		1,455
Total	￦	590,763	￦	(313,758	)	￦	277,005	￦	590,762	￦	(288,607	)	￦	302,155

Amortization expense for intangible assets was ￦25,149 thousand and ￦25,225 thousand for the periods ended March 31, 2019 and 2018, respectively.

The following table outlines the estimated future amortization expense related to intangible assets held as of March 31, 2019 (in thousands of Korean Won):

Year Ending December 31,
2019	￦	75,674
2020		100,794
2021		100,479
2022		58
Total	￦	277,005

NOTE 8 — DEBT

Short-term Borrowings

The Company borrowed ￦260,000 thousand from Kookmin Bank at October 8, 2015 with the maturity of October 2, 2019. The borrowings bear an interest at 6.09% and 4.70% per annum for 2018 and 2017, respectively. The Company paid ￦26,000 thousand and entered into a refinancing agreement at October 2, 2018. At March 31, 2019 and December 31, 2018, the balance for the borrowings was ￦234,000 thousand and ￦234,000 thousand, respectively. The borrowings are guaranteed by Korea Technology Finance Corporation, a government-funded institution.

The Company borrowed ￦260,000 thousand from Kookmin Bank at November 4, 2015 with the maturity of November 2, 2018. The borrowings bear an interest at 6.13% and 5.05% per annum for 2018 and 2017, respectively. The Company paid ￦26,000 thousand and entered into a refinancing agreement at November 2, 2018. At March 31, 2019 and December 31, 2018, the balance for the borrowings was ￦234,000 thousand and ￦234,000 thousand, respectively. The borrowings are guaranteed by Korea Technology Finance Corporation, a government-funded institution.

F-10

eMARINE Global Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

The Company borrowed ￦1,000,000 thousand from Woori Bank at June 2, 2015 with the maturity of June 1, 2018. The borrowings bear an interest at 4.79% and 4.27% per annum for 2018 and 2017. The Company paid ￦1,000,000 thousand and entered into an extension agreement at May 1, 2019 through which the maturity was extended through 2020. At March 31, 2019 and December 31, 2018, the balance for the borrowings was ￦900,000 thousand and ￦900,000 thousand, respectively. The borrowings are guaranteed by Korea Technology Finance Corporation, a government-funded institution.

The Company borrowed ￦500,000 thousand from Suhyup Bank at July 18, 2016 with the original maturity of July 18, 2018. The maturity was extended 1 year, which is July 18, 2019. The borrowings bear an interest at 2.50 % per annum for 2018 and 2017. At March 31, 2019 and December 31, 2018, the balance for the borrowings was ￦428,000 thousand and ￦428,000 thousand, respectively. The borrowings are collateralized by the savings account of ￦3,000 thousand and guaranteed by Hyundai BS&C Co., Ltd., a nonaffiliated company.

The Company borrowed ￦550,000 thousand from GMT Co., Ltd. at April 19, 2017 with the maturity of November 30, 2017. The borrowings bear an interest at 6.00 % per annum for 2017. At March 31, 2019 and December 31, 2018, the balance for the borrowings was ￦195,000 thousand. The Company is in negotiation with the lender to extend the maturity. The balance is currently in default.

The Company borrowed ￦300,000 thousand from GNC Co., Ltd. at April 18, 2017 with the maturity of November 30, 2017. The borrowings bear an interest at 6.00 % per annum for 2017. At March 31, 2019 and December 31, 2018, the balance for the borrowings was ￦300,000 thousand. The Company is in negotiation with the lender to extend the maturity. The balance is currently in default.

The Company borrowed ￦130,000 thousand from Kwangju Bank at September 27, 2018 with the maturity of August 24, 2019. The borrowings bear an interest at 5.65 % per annum for 2018 and 2019. At March 31, 2019 and December 31, 2018, the balance for the borrowings was ￦59,091 thousand and ￦94,545 thousand, respectively. The borrowings are guaranteed by Ung Gyu Kim, President.

As of March 31, 2019 and December 31, 2018, the estimated fair value of the short-term borrowings approximate their carrying values.

Long-term Debt

The components of the long-term debt, including the current portion, are as follows (in thousands of Korean Won):

	March 31, 2019			December 31, 2018
Loans from Small & medium Business Corporation borrowed at March 23, 2016 with the maturity of March 22, 2021 and at an interest of 4.22% and 4.22% per annum for 2019 and 2018, respectively, guaranteed by Ung Gyu Kim, President	￦	333,120		￦	374,760
Loans from Small & medium Business Corporation borrowed at February 28, 2017 with the maturity of February 28, 2022 and at an interest of 2.65% per annum, guaranteed by Ung Gyu Kim, President		194,250			200,000

Loans from Small & medium Business Corporation borrowed at August 13, 2018 with the maturity of August 14, 2023 and at an interest of 2.43% per annum, guaranteed by Ung Gyu Kim, President		100,000			100,000

Total		627,370			674,760

Less: current portion		(233,160	)		(222,260	)
Total long-term debt less current portion	￦	394,210		￦	452,500

As of March 31, 2019 and December 31, 2018, the estimated fair value of the long-term debt, including the current portion, were ￦627,370 and ￦674,760, respectively.

F-11

eMARINE Global Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

Maturities of the long-term debt for each of the next five years and thereafter are as follows (in thousands of Korean Won):

Year Ending March 31,
2020	￦	174,870
2021		244,520
2022		141,480
2023		44,340
2024		22,160
Total	￦	627,370

As of March 31, 2019 and December 31, 2018, respectively, the Company was in compliance with the financial covenant in credit agreements as defined in the credit agreements.

NOTE 9 – PENSION PLANS

The Company has a defined benefit plan covering all full time employees who met certain requirements of age, length of service and hours worked per year. Benefits paid to retirees are based upon age at retirement and years of credited service.

The components of benefit expense are as follows (in thousands of Korean Won):

	March 31, 2019		March 31, 2018

Service cost	￦	52,083	￦	51,436
Interest cost		3,585		2,793
Prior service cost		-		-
Total	￦	55,668	￦	54,229

F-12

eMARINE Global Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

NOTE 10 – STOCKHOLDERS’ DEFICIT

Authorized and Outstanding Capital Stock

The Company authorized 300,000,000 shares of common stock, par value $0.001, of which 22,927,992 are currently issued and outstanding. The Company also has 10,000,000 shares of “blank check” preferred stock, par value $0.001 per share. There are currently no shares of preferred stock outstanding.

Common Stock

The shareholders of common stock (the “Shareholders”) have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors and are entitled to share ratably in all of the Company’s assets available for distribution to the Shareholders upon the liquidation, dissolution or winding up of business. The Shareholders do not have preemptive, subscription or conversion rights.

The Shareholders are entitled to one vote per share on all matters which they are entitled to vote upon at all meetings of the Shareholders. The Shareholders do not have cumulative voting rights, which would allow the Shareholders of more than 50% of outstanding voting securities to elect all of directors.

The payment of dividends, if any, in the future rests within the sole discretion of the Board of Directors and will depend, among other things, upon earnings, capital requirements and financial condition, as well as other relevant factors. The Company has not paid any dividends since its inception and do not intend to pay any cash dividends in the foreseeable future, but intend to retain all earnings, if any, for use in its business.

Blank Check Preferred Stock

The Board of Directors will be authorized, subject to any limitations prescribed by law, without further vote or action by the Shareholders, to issue from time to time preferred stock in one or more series. Each series of preferred stock will have the number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined by the Board of Directors, which may include, among other things, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.

Warrants

As of March 31, 2019, the Company has outstanding warrants to purchase up to an aggregate of 12,916,688 shares of common stock, par value $0.001 per share, for a period of three years from the date of issuance, July 25, 2017, at an exercise price of $0.60 per share, subject to adjustments as set forth in the warrant. The Company also has outstanding warrants to purchase up to an aggregate of 1,100,000 shares of common stock, par value $0.001 per share, for a period of three years from the date of issuance, July 25, 2017, at an exercise price of $0.08 per share, subject to adjustments as set forth in the warrant.

The Company may issue warrants to non-employees in capital raising transactions or for services. In accordance with ASC 718, “Compensation—Stock Compensation”, the cost of warrants issued to non-employees is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.

Private Placement Offering

On July 25, 2017, the Company entered into a subscription agreement with selected accredited investors. Pursuant to the terms of the subscription agreement, the Company offered in a private placement $2,250,000 of units. Each unit has a purchase price of $0.50 and consisted of (i) one (1) share of the Company’s common stock, par value $0.001 per share; and (ii) warrants to purchase two and one-half (2.5) shares of the Company’s common stock. The warrants are exercisable for a period of three (3) years from the date of issuance at an exercise price of $0.60 per share, subject to adjustment as provided in the agreement evidencing the warrants.

The offering closed on July 25, 2017. At the closing, the Company received subscriptions for the full offering of $2,250,000, with gross proceeds of $1,765,000 (approximately ￦2,009,844 thousand) being received by the Company as of such date. The Company issued a total of 3,530,000 shares and 8,825,000 warrants to purchase up to 8,825,000 shares of the Company’s common stock.

F-13

eMARINE Global Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

Since the closing, the Company received gross proceeds in the amount of $165,000 (approximately ￦184,190 thousand), and issued to the relevant investors an aggregate of 330,000 shares and warrants to purchase 825,000 shares.

On March 23, 2018, the Company entered into a subscription agreement with selected accredited investors. Pursuant to the terms of the Subscription Agreement, the Company sold in a private placement an aggregate of 866,675 units at a purchase price of $0.60 per unit. Each unit consists of (i) one (1) share of the Company’s common stock, par value $0.001 per share; and (ii) warrants to purchase two and one-half (2.5) shares of the Company’s common stock. The warrants are exercisable for a period of three (3) years from the date of issuance at an exercise price of $0.70 per share, subject to adjustment as provided in the agreement evidencing the warrants.

At closing, the Company issued an aggregate of 866,675 shares and 2,166,688 warrants for total gross proceeds of $520,005.

Consulting Agreement

On July 25, 2017, the Company entered into a consulting agreement (the “Consulting Agreement”) with Peach Management LLC, a limited liability company organized under the laws of the Commonwealth of Puerto Rico (“Consultant”), for a term of twenty four months, effective as of July 25, 2017 (the “Term”). Pursuant to the terms of the Consulting Agreement, Consultant will assist the Company with introductions to investor relation firms located within and outside the United States to develop and implement capital markets messaging reflected in press releases, shareholder letters, PowerPoint presentations, social media and traditional media (the “Services”) during the Term. In consideration of the Services to be rendered by Consultant, the Company shall issue to Consultant warrants to purchase up to 1,100,000 shares of the Company’s common stock, par value $0.001 per share (the “Consultant Warrants”). The Consultant Warrants shall have a term of three years and have an exercise price equal to $0.08 per share.

In connection with the issuance of these warrants, the Company charged approximately ￦620,994 thousand of professional fees to expense.

The fair value of stock warrants was determined at the date of grant using the Black-Scholes option pricing model (the “Black-Scholes model”) The Black-Scholes model requires management to make various estimates and assumptions, including expected term, expected volatility, risk-free rate, and dividend yield. The expected term represents the period of time that stock-based compensation awards granted are expected to be outstanding and is estimated based on considerations including the vesting period, contractual term and anticipated employee exercise patterns. Expected volatility is based on the historical volatility of the Company’s stock. The risk-free rate is based on the U.S. Treasury yield curve in relation to the contractual life of stock-based compensation instrument. The dividend yield assumption is based on historical patterns and future expectations for the Company dividends.

The following table includes the estimates and assumptions used in the Black-Scholes model:

Stock price	$	0.57
Exercise price	$	0.08
Contractual term (Years)		3
Volatility		70.22	%
Risk-free rate		1.53	%
Expected dividend rate		0.00	%

F-14

eMARINE Global Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

Other Issuances

In connection with the Exchange Agreement and Subscription Agreement, the Company issued to RedChip Companies, Inc. and Sichenzia Ross Ference LLP an aggregate of 2,200,000 shares of the Company’s common stock, par value $0.001 per share. The fair value of such shares issued is approximately ￦1,417,159 thousand and is recorded as additional paid in capital as these shares were issued as the consideration for the capital raising.

NOTE 11 – RELATED PARTY TRANSACTIONS

The Company borrowed ￦141,216 thousand from Ung Gyu Kim, President, at February 25, 2018 with the maturity of June 25, 2020. The borrowings bear an interest at 4.60 % per annum. At March 31, 2019 and December 31, 2018, the balance for the borrowings was ￦71,279 thousand and ￦45,980, respectively.

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Operating leases

The Company entered into noncancelable operating leases for office facilities and vehicles. The leases do not include renewal options and, in the normal course of business, it is expected that these leases will be renewed. Rent expense under the operating leases totaled ￦47,921 thousand for the three month period ended March 31, 2019.

Short-term leases are leases having a term of twelve months or less. The Company recognizes short-term leases on a straight-line basis and does not record a related lease asset or liability for such leases.

The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of March 31, 2019 (in thousands of Korean Won):

Year Ending March 31,
2020	￦	115,657
2021		92,590
2022		56,516
2023		15,895
Total	￦	280,658

	March 31, 2019
Lease cost:
Operating lease cost	￦	46,721
Short-term lease cost		1,200

Total lease cost	￦	47,921

Other information
Cash paid for amounts included in the measurement of lease liabilities	￦	47,921
Operating cash flows from operating leases	￦	47,921
Weighted-average remaining lease term - operating leases		2.8 years
Weighted-average discount rate - operating leases		5.74	%

F-15

eMARINE Global Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

Maintenance Bond

In connection with service agreements with certain customers, the Company is required to provide a maintenance bond to guarantee the maintenance for a specified period of time following completion of service. The Company purchases maintenance bonds from third-party guarantors and is not exposed to contingent liabilities.

Legal Proceedings

From time to time the Company may be named in claims arising in the ordinary course of business. Currently, no legal proceedings, government actions, administrative actions, investigations or claims are pending against the Company or involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on its business and financial condition except for the lawsuit against Shinwoo E&D Co., Ltd. (“Shinwoo”). There was an unpaid amount due ￦84,095,000 from Shinwoo in dispute as of March 31, 2019. The Company filed a lawsuit and the ruling by the district court at January 18, 2018 was in favor of the Company. Shinwoo appealed against the court decision at February 1, 2018. The Company believes it is probable that it will not suffer from an adverse outcome related to the case. The Company has not recorded any reserve related to this dispute as of March 31, 2019.

NOTE 13 — CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of accounts receivable. Credit risk with respect to trade accounts receivable was concentrated with three and three of the Company’s customers in March 31, 2019 and December 31, 2018, respectively.

At March 31, 2019, G2 ICT Co., Ltd., Shinwoo E&D Co., Ltd., Hyundai Heavy Industries, and Hanjin Heavy Industries & Construction Co., Ltd represented 20%, 17%, 15% and 12% of accounts receivable outstanding.

At December 31, 2018, G2 ICT Co., Ltd., Shinwoo E&D Co., Ltd., Hyundai Heavy Industries Co., Ltd. and Hanjin Heavy Industries & Construction Co., Ltd. represented 44%, 15%, 13% and 11% of accounts receivable outstanding.

The Company performs ongoing credit evaluations of its customers’ financial condition to mitigate its credit risk. The deterioration of the financial condition of its major customers could adversely impact the Company’s operations. From time to time where the Company determines that circumstances warrant, the Company extends payment terms beyond its standard payment terms.

During the three month period ended March 31, 2019, Naval Logistics Command represented 56% of the Company’s net sales.

During the three month period ended March 31, 2018, Naval Logistics Command and National Information Society Agency represented 37% and 17% of the Company’s net sales.

NOTE 14 — REVENUE CLASSES

Revenue from the sale of products and services is recorded when the performance obligation is fulfilled, usually at the time of shipment or when the service is provided, at the net sales price (transaction price). The Company elected to present revenue net of value added tax and other similar taxes and account for shipping and handling activities as fulfillment costs rather than separate performance obligations.

The Company recognizes revenue in accordance with the following five-step model:

	●	identify arrangements with customers;
	●	identify performance obligations;

F-16

eMARINE Global Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

	●	determine transaction price;
	●	allocate transaction price to the separate performance obligations in the arrangement, if more than one exists; and
	●	recognize revenue as performance obligations are satisfied.

Accounting Policy

Revenue for sale of goods is recognized when the significant risks and rewards of ownership have been transferred to the customer, recovery of the consideration is probable, the associated costs and possible return of the goods can be estimated reliably, there is no continuing involvement with goods, and the amount of revenue can be measured reliably. If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognized as a reduction of revenue as the sales are recognized.

Disaggregation of Revenue

Selected financial information for the Company’s operating revenue for disaggregated revenue purposes by revenue source are as follows (in thousands of Korean Won):

		For the Three months Ended
		March 31, 2019		March 31, 2018
Products	e-Navigation	￦	321,898	￦	173,092
	Smart Ship		236,767		75,909

Projects	e-Navigation		721,665		931,992
	Smart Ship		-		128,489
Total		￦	1,280,330	￦	1,309,482

NOTE 15 — SUBSEQUENT EVENTS

On April 17, 2019, the Company issued 231,133 shares of warrants to purchase up to an aggregate of 231,133 shares of common stock, par value $0.001 per share, for a period of three years from the date of issuance, April 17, 2022, at an exercise price of $0.08 per share, subject to adjustments as set forth in the warrant

F-17

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of eMarine Global Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of eMarine Global Inc. (the “Company”) as of December 31, 2018 and 2017, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for the years ended December 31, 2018 and 2017, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered liquidity constraints due to recurring losses. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

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

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

/s/ Turner, Stone & Company, L.L.P.

Dallas, Texas

April 12, 2019

We have served as the Company’s auditor since 2016.

F-18

eMARINE Global Inc.

CONSOLIDATED BALANCE SHEETS

(In thousands of Korean Won, except share and per share amounts)

	December 31, 2018			December 31, 2017

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	￦	126,406		￦	109,316
Short-term financial instruments		18,000			338,000
Accounts receivable, net of allowance for doubtful accounts of ￦11,227 and ￦11,227, as of December 31, 2018 and 2017, respectively		546,671			480,673
Inventories		7,217			6,200
Loans to related parties		-			164,000
Other current assets		48,608			65,087
Total Current Assets		746,902			1,163,276

Property and equipment, net		44,224			59,808
Goodwill		1,430,625			1,430,625
Intangible assets, net		302,155			403,053
Deposits		103,199			120,499
Total Assets	￦	2,627,105		￦	3,177,261

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Accounts payable	￦	1,393,676		￦	1,129,854
Nontrade payables		1,307,079			1,131,517
Other current liabilities		238,073			193,048
Short-term borrowings		2,385,545			2,789,886
Loans from related parties		45,980			18,895
Current portion of long-term debt		222,260			245,240
Total Current Liabilities		5,592,613			5,508,440

Long-term debt, net of current portion		452,500			684,760
Loans from related parties		-			-
Accrued benefit pension liability		1,180,730			930,098
Total Liabilities		7,225,843			7,123,298

Commitments and Contingencies (Note 14)

STOCKHOLDERS’ DEFICIT :
Common stock, $0.001 par value, 300,000,000 shares authorized, 22,927,992 and 22,061,317 shares issued and outstanding as of December 31, 2018 and 2017, respectively		26,198			25,265
Additional paid-in capital		7,221,876			6,577,829
Accumulated other comprehensive loss		(215,614	)		(56,593	)
Accumulated deficit		(11,631,198	)		(10,492,538	)
Total Stockholders’ Deficit		(4,598,738	)		(3,946,037	)
Total Liabilities and Stockholders’ Deficit	￦	2,627,105		￦	3,177,261

See accompanying notes to consolidated financial statements

F-19

eMARINE Global Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands of Korean Won, except share and per share amounts)

	Year Ended
	December 31, 2018			December 31, 2017

Revenue
Product	￦	2,445,340		￦	1,866,863
Service		2,143,863			2,105,248
Total revenue		4,589,203			3,972,111
Cost of revenue
Product		1,736,532			1,677,034
Service		1,333,112			1,938,704
Total cost of revenue		3,069,644			3,615,738
Gross margin		1,519,559			356,373

Selling, general and administrative expenses		2,108,221			2,731,354
Research and development		374,944			51,766
Loss from operations		(963,606	)		(2,426,747	)

Other expense:
Interest expense, net		(161,072	)		(226,721	)
Other income (expense), net		2,868			(6,640	)
Total other expense		(158,204	)		(233,361	)

Loss before provision for income taxes		(1,121,810	)		(2,660,108	)

Income tax provision (benefit)		16,850			(9,118	)

Net loss	￦	(1,138,660	)	￦	(2,650,990	)

Net loss per common share	￦	(50	)	￦	(308	)
Weighted average common shares outstanding		22,728,538			8,601,977

Net loss	￦	(1,138,660	)	￦	(2,650,990	)
Other comprehensive income:
Foreign exchange translation loss		(114,215	)		(15,781	)
Remeasurement of pension liabilities		(44,806	)		32,326
Other comprehensive income (loss), net of tax:		(159,021	)		16,545
Comprehensive loss	￦	(1,297,681	)	￦	(2,634,445	)

See accompanying notes to consolidated financial statements

F-20

eMARINE Global Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the Years Ended December 31, 2018 and 2017

(In thousands of Korean Won, except share amounts)

Common Stock

Additional

Accumulated Other

EMARINE GLOBAL INC. S-1