UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

For the fiscal year ended December 31, ~~2018~~2019

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

For the transition period from to .

Commission file number 333-179130

J.E.M. Capital, Inc.

(Exact name of registrant as specified in its charter)


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

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

(Address of principal executive offices)

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

(Registrant's telephone number, including area code)

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

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

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

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

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

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

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☐	Smaller reporting company ☒
(Do not check if a smaller reporting company)
	Emerging growth company ☐

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

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

Aggregate market value of the voting stock held by non-affiliates: $1,249,364,200 as of June 30, 2018, based on the reported sales price of such stock of $140 on July 30, 2013. The voting stock held by non-affiliates on June 30, 2018 consisted of 8,924,030 shares of common stock. The registrant has used the reported sales price of the stock on July 30, 2013 to calculate the aggregate market value of the voting stock held by non-affiliates as of June 30, 2018 because there has been no trading in our stock since July 30, 2013.

Applicable Only to Registrants Involved in Bankruptcy Proceedings During the Preceding Five Years:

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

Indicate ~~the~~ the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. As of ~~March~~ 16March 27, ~~2019~~2020, there were 1214,032,400 shares of common stock, par value $0.0001, issued and outstanding.

Documents Incorporated by Reference

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None.

	J.E.M. Capital, Inc. Annual Report on Form 10-K
	TABLE OF CONTENTS
		Page
Item 1.	PART I Business
	PART I
Item 1A.	Risk Factors	3
Item 1.	Business	3
Item 1B.	Unresolved Staff Comments	5
Item 1A.	Risk Factors	6
Item 2.	Properties	5
Item 1B.	Unresolved Staff Comments	6
Item 3.	Legal Proceedings	5
Item 2.	Properties	6
Item 4.	Mine Safety Disclosures	5
Item 3.	Legal Proceedings	6
Item 5.	PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 4.	Mine Safety Disclosures	6
Item 6.	Selected Financial Data	7
	PART II
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	7
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 6.	Selected Financial Data	8
Item 8.	Financial Statements and Supplementary Data	11
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	8
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	11
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 9A.	Controls and Procedures	11
Item 8.	Financial Statements and Supplementary Data	12
Item 9B.	Other Information	12
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	12
Item 9A.	Controls and Procedures	12
Item 9B.	Other Information	13
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	1314
Item 11.	Executive Compensation	1516
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1618
Item 13.	Certain Relationships and Related Transactions and Director Independence	1820
Item 14.	Principal Accountant Fees and Services	1820
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	1921
Item 16.	Form 10-K Summary	1921
	Signatures	2022

PARTTable Iof Contents

~~This Annual Report on~~PART Form 10-K contains forward-looking statements. These statements may relate to, but are not limited to, expectations of potential target businesses and future operating results or financial performance, as well as assumptions relating to the foregoing. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "expect," "plan," "anticipate," "believe," "estimate," "predict," "intend," "potential," "might," "would," "continue" or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.I

~~There may be events in the~~This ~~future~~Annual ~~that~~Report weon ~~are~~Form ~~not~~10-K ~~able~~contains toforward-looking ~~accurately~~statements. ~~predict~~These orstatements ~~control~~may ~~and~~relate ~~that~~to, ~~may~~but ~~cause~~are ~~our~~not ~~actual~~limited ~~results~~ to, ~~differ~~expectations of ~~materially~~potential ~~from~~target ~~the expectations~~businesses weand ~~describe~~future inoperating ~~our~~results ~~forward-looking~~or ~~statements.~~financial ~~Except~~performance, as ~~required~~well byas ~~applicable~~assumptions ~~law,~~relating ~~including~~to the ~~securities laws~~foregoing. ofForward-looking ~~the~~statements ~~United~~are ~~States~~inherently ~~and~~subject ~~the~~to ~~rules~~risks and ~~regulations~~uncertainties, some of ~~the~~which ~~SEC,~~cannot webe dopredicted ~~not~~or ~~plan~~quantified. In tosome ~~publicly~~cases, ~~update~~you orcan ~~revise~~identify ~~any~~ forward-looking statements ~~contained~~by interminology ~~this~~such ~~Annual~~as ~~Report~~"may," on"will," ~~Form~~"should," "could," ~~10-K~~"expect," ~~after~~"plan," we"anticipate," ~~file~~"believe," it"estimate," ~~whether~~"predict," "intend," as"potential," a"might," ~~result of any new information~~"would," ~~future~~"continue" ~~events~~ or ~~otherwise.~~the ~~Although~~negative weof ~~believe~~these terms ~~that~~or ~~the~~other ~~expectations~~comparable ~~reflected~~terminology. inThese ~~the forward-looking~~ statements are ~~reasonable,~~only wepredictions. ~~cannot~~Actual ~~guarantee future~~events or results, ~~levels~~may ofdiffer ~~activity, performance or achievements~~materially.

AsThere may ~~used~~be ~~herein,~~events ~~except~~in asthe ~~otherwise~~future ~~indicated~~that we are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Except as required by ~~context~~applicable law, including ~~references~~the securities laws of the United States and the rules and regulations of the SEC, we do not plan to "publicly update or revise any forward-looking statements contained in this Annual Report on Form 10-K after we~~,",~~ ~~"us~~file it," ~~"our~~whether as a result of any new information," future events or otherwise. Although we believe that the ~~"Company"~~expectations ~~refer~~reflected toin ~~JEM~~the ~~Capital~~forward-looking ~~Inc~~statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

~~ITEM~~As used 1herein, –except ~~BUSINESS~~as otherwise indicated by context, references to "we,", "us," "our," or the "Company" refer to J.E.M. Capital, Inc.

~~Corporate~~ITEM 1 ~~History~~– BUSINESS

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

~~On November~~We were incorporated on September 14, ~~2016,~~2011 ~~Zosano~~in ~~Phama~~Delaware ~~Corporation~~as ~~entered~~"Eco ~~into~~Planet ~~Stock~~Corp." ~~Purchase~~On ~~Agreements~~October ~~with~~21, ~~eighteen~~2013, ~~(18)~~we ~~foreign~~effected ~~investors~~a ~~(the~~1-for-200 reverse ~~"New~~stock ~~Shareholders"), pursuant~~split toof ~~which~~our ~~Zosano~~common ~~Pharma~~stock, ~~Corporation~~$0.0001 ~~sold~~par anvalue ~~aggregate~~per ofshare 10(the "Common Stock"),~~016,973~~ ~~shares~~and ofchanged ~~common~~our ~~stock~~name ofto "Zosano, Inc." ~~(the~~On ~~"Company")~~October 31, or ~~approximately~~2013, ~~99.9%~~we ofentered ~~the~~into ~~issued~~a ~~and~~Stock ~~outstanding~~Purchase ~~common~~Agreement ~~stock~~with ofZosano ~~the~~Pharma ~~Company,~~Corporation to(formerly ~~the~~known ~~New~~as ~~Shareholders~~ZP Holdings, Inc.) Aspursuant ato ~~result~~which ofwe ~~the~~issued ~~transaction, the~~and ~~New~~sold ~~Shareholders~~10,016,973 ~~acquired~~shares ~~approximately~~of ~~99.9%~~Common ofStock (the ~~total~~"Shares") ~~votes entitled~~ to beZosano ~~cast~~Pharma Corporation. atAs ~~any~~a ~~meeting~~result of ~~shareholders,~~our ~~giving them~~issuance ~~voting~~and ~~control~~sale of the ~~Company.~~Shares ~~The~~to ~~New~~Zosano ~~Shareholders~~Pharma ~~obtained~~Corporation, ~~the~~a ~~funds~~change ~~for~~in ~~the~~control ~~purchase~~ of the Company's occurred ~~common~~and ~~stock~~Zosano inPharma ~~the transaction~~Corporation ~~from~~became ~~each~~the owner of ~~their~~99.9% ~~available~~of ~~cash~~our onoutstanding ~~hand~~Common Stock.

On ~~December~~ 15November 14, 2016, weZosano ~~filed~~Pharma ~~Articles~~Corporation ofentered ~~Amendment~~into toStock ~~its~~Purchase ~~Amended~~Agreements ~~Articles~~with ofeighteen ~~Incorporation~~(18) foreign investors (the "~~Articles~~New ~~of Amendment~~Shareholders"), ~~with the~~pursuant ~~Secretary~~to ofwhich ~~State~~Zosano ofPharma ~~Delaware~~Corporation ~~effecting~~sold aan ~~name~~aggregate ~~change~~ of ~~the~~10,016,973 ~~Company~~shares toof ~~J.E.M.~~common ~~Capital~~stock of Zosano, Inc. (the "~~Corporate Action~~Company")~~. The~~, ~~Corporate~~or ~~Action~~approximately ~~and~~99.9% of the ~~Amended~~issued ~~Articles~~and ~~became~~outstanding ~~effective~~common onstock ~~March~~of ~~15,~~the ~~2017~~Company, ~~following~~to the ~~compliance~~New ~~with~~Shareholders. ~~notification~~As ~~requirements~~ a result of the ~~Financial~~transaction, ~~Industry~~the ~~Regulatory~~New ~~Authority.~~Shareholders ~~The~~acquired ~~new~~approximately ~~CUSIP~~99.9% ~~number~~of ~~for~~ the ~~Company's~~total ~~common~~votes ~~stock~~entitled to isbe ~~46619V107.~~cast Onat ~~March~~any ~~14, 2017,~~meeting ~~the~~of ~~Financial~~shareholders, ~~Industry~~giving ~~Regulatory~~them ~~Authority~~voting ~~(FINRA)~~control ~~approved~~of the ~~Corporate Action~~Company. The ~~Company's~~New ~~stock~~Shareholders isobtained ~~quoted on~~ the ~~OTCQB~~funds ~~under~~for the ~~ticker~~purchase ~~symbol~~of ~~ZOSN, but beginning March 15, 2017,~~ the Company's common stock ~~will~~in ~~begin~~the ~~trading~~transaction ~~under~~from ~~the~~each ~~symbol~~of ~~JEMC~~their available cash on hand.

On ~~January~~ 5December 15, ~~2017~~2016, we ~~entered~~filed ~~into~~Articles aof ~~Share~~Amendment ~~Exchange~~to ~~Agreement~~its ~~with~~Amended ~~Essential~~Articles ~~Elements~~of ~~Limited,~~Incorporation a(the ~~British~~"Articles ~~Virgin~~of ~~Islands company (~~Amendment"~~ESEL"~~), ~~and~~with ~~Leung~~the ~~Chi~~Secretary ~~Wah~~of ~~Earnest,~~State ~~the~~of ~~principal~~Delaware ~~shareholder~~effecting ofa ~~ESEL,~~name ~~pursuant~~change toof ~~which~~ the Company ~~issued~~to anJ.E.M. ~~aggregate of 2~~Capital,~~005,400~~ ~~shares of~~Inc. ~~common~~(the ~~stock,~~"Corporate orAction"). The ~~approximately~~Corporate ~~17%~~Action ofand the ~~issued~~Amended ~~and~~Articles ~~outstanding~~became ~~common~~effective ~~stock~~on ofMarch ~~the~~15, ~~Company~~2017, tofollowing ~~Mr.~~compliance ~~Leung~~with innotification ~~exchange for 100%~~requirements of the ~~issued~~Financial ~~and~~Industry ~~outstanding~~Regulatory ~~shares of ESEL~~Authority. ~~ESEL~~The ~~owns~~new ~~all~~CUSIP ofnumber for the ~~issued~~Company's ~~and~~common ~~outstanding~~stock ~~shares~~is ~~of J~~46619V107.~~E.M.~~ ~~Capital~~On ~~Limited,~~March ~~a company~~14, ~~organized~~2017, ~~under~~ the ~~laws~~Financial ofIndustry ~~Hong~~Regulatory ~~Kong~~Authority (~~"JEM Capital"~~FINRA). ~~ESEL~~approved ~~and~~the ~~JEM~~Corporate ~~Capital~~Action. ~~currently~~The ~~have~~Company's nostock ~~operations~~is ~~but~~quoted ~~include~~ on the OTCQB ~~corporate~~under ~~structure that~~ the ~~Company~~ticker ~~believes~~symbol ~~necessary~~ZOSN, ~~for~~but ~~the~~beginning ~~acquisition~~March of15, ~~assets~~2017, inthe ~~Hong~~Company's ~~Kong~~common ~~and~~stock ~~China.~~will ~~ESEL~~begin ~~has~~trading ~~incurred material~~under ~~expenses~~the ~~setting up such structure~~symbol JEMC.

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

On October 31, 2013, we underwent a change of control and implemented a business plan to seek and identify a privately held operating company desiring to become a publicly held company by merging with us through a reverse merger or acquisition. Our strategy is to identify a privately held operating company, which is profitable or, in management's view, has growth potential, irrespective of the industry in which it is engaged, desiring to become a publicly held company with access to U.S. capital markets by merging with us through a reverse merger or acquisition. However, we do not intend to combine with a company that may be deemed an investment company subject to the Investment Company Act of 1940. Private companies wishing to have their securities publicly quoted may seek to merge or effect another form of business combination with a shell company with a significant stockholder base. As a result of the merger or other business combination, the stockholders of the private company would hold a majority of the issued and outstanding shares of the shell company, which will likely cause substantially dilution to our current shareholder base. Typically, the directors and officers of the private company become the directors and officers of the shell company. Often the name of the private company becomes the name of the shell company.3

3Table of Contents

~~From October~~Business 31, 2013 to November 14, 2016, we have no capital and must depend on Zosano Pharma Corporation, the holder of 99.9% of our outstanding voting securities, to provide us with the necessary funds to implement our business plan. As the result of sales of shares to New Shareholders on November 14, 2016, we must depend on the New Shareholders to provide us with the necessary funds to implement our business plan. We continue to evaluate business opportunities that we may pursue, but we have not reached any definitive agreement or understanding with any person concerning a merger or other business combination.Overview

~~From January~~On 5October 31, ~~2017~~2013, ~~Earnest~~we ~~Leung~~underwent ~~appointed~~a ~~Chief~~change ~~Executive~~of ~~Officer~~control and ~~Chairperson~~implemented ofa ~~the~~business ~~Board,~~plan ~~will~~to beseek ~~primarily~~and ~~responsible~~identify ~~for~~a ~~evaluating~~privately held operating ~~business~~company ~~combination~~desiring ~~opportunities.~~to Webecome ~~believe~~a ~~that~~publicly ~~business~~held ~~opportunities~~company ~~may~~by ~~come~~merging towith ~~our~~us ~~attention~~through ~~from~~a ~~various~~reverse ~~sources,~~merger ~~professional~~or acquisition. Our strategy is ~~advisors~~to ~~such~~identify asa ~~attorneys~~privately ~~and~~held ~~accountants~~operating company, ~~securities~~which ~~broker-dealers~~is profitable or, ~~venture~~in ~~capitalists~~management's view, ~~members~~has growth potential, irrespective of the ~~financial~~industry ~~community~~in which it is engaged, desiring to become a publicly held company with access to U.S. capital markets by merging ~~and~~with ~~others~~us ~~who~~through a reverse merger or acquisition. However, we do not intend to combine with a company that may ~~present~~be ~~unsolicited~~deemed ~~proposals~~an investment company subject to the Investment Company Act of 1940. WePrivate companies wishing to have notheir ~~plan,~~securities ~~understanding,~~publicly ~~agreements,~~quoted may seek to merge or ~~commitments~~effect another form of business combination with ~~any~~a ~~individual~~shell company with a significant stockholder base. As a result ~~for~~of ~~such~~the ~~person~~merger toor ~~act~~other asbusiness combination, the stockholders of the private company would hold a ~~finder~~majority of ~~opportunities~~the ~~for~~issued usand outstanding shares of the shell company, which will likely cause substantially dilution to our current shareholder base. Typically, the directors and officers of the private company become the directors and officers of the shell company. Often the name of the private company becomes the name of the shell company.

~~We can~~From ~~give~~October no31, ~~assurances~~2013 ~~that~~to weNovember ~~will~~14, be2016, ~~successful~~we inhave ~~finding~~no orcapital ~~acquiring~~and amust ~~desirable~~depend ~~business~~on ~~opportunity,~~Zosano ~~given~~Pharma Corporation, the ~~limited~~holder ~~resources that~~of ~~are~~99.9% ~~expected~~of our tooutstanding bevoting ~~available~~securities, to provide us ~~for~~with ~~implementation~~the ofnecessary funds to implement our business plan. ~~Furthermore~~As the result of sales of shares to New Shareholders on November 14, 2016, we ~~can~~must ~~give~~depend noon ~~assurances~~the ~~that~~New ~~any~~Shareholders to provide us with the necessary funds to implement our business ~~combination,~~plan. ifWe ~~one~~continue ~~occurs~~to evaluate business opportunities that we may pursue, ~~will~~but bewe onhave ~~terms~~not ~~that~~reached ~~are~~any definitive ~~favorable~~agreement toor ~~our~~understanding ~~current~~with ~~stockholders~~any person concerning a merger or usother business combination.

~~We do~~On ~~not~~January ~~propose~~18, to2019, ~~restrict~~the ~~our~~Company ~~search~~appointed ~~for~~MingJing aXia ~~business~~and ~~combination~~Yulong ~~candidate~~Yang toas ~~any~~directors ~~particular~~of ~~geographical~~the ~~area~~Company, orand ~~industry,~~subsequently in April and, May ~~therefore~~2019, we ~~are~~MingJing ~~unable~~Xia towas ~~predict~~appointed as the ~~nature~~Chairperson of ~~our~~the ~~future~~Board ~~business~~and ~~operations.~~Chief ~~Our~~Financial ~~management's~~Officer, ~~discretion~~while inYulong Yang appointed as the ~~selection~~Chief ofExecutive Officer. They would be primarily responsible for evaluating business combination opportunities. isWe ~~unrestricted,~~believe that ~~subject~~business opportunities may come to ~~the~~our ~~availability~~attention offrom various sources, professional advisors such ~~opportunities~~as attorneys and accountants, securities ~~economic~~broker-dealers, ~~conditions~~venture capitalists, members of the financial community, and ~~other~~others ~~factors~~who may present unsolicited proposals. We have no plan, understanding, agreements, or commitments with any individual for such person to act as a finder of opportunities for us.

~~Any entity~~We ~~that~~can ~~has~~give anno ~~interest~~assurances inthat ~~being~~we ~~acquired~~will ~~by,~~be orsuccessful ~~merging~~in ~~into~~finding ~~us,~~or isacquiring ~~expected~~a todesirable bebusiness anopportunity, ~~entity~~given ~~that~~the ~~desires~~limited resources tothat ~~become~~are aexpected ~~public~~to ~~company and~~be ~~establish~~available ato ~~public~~us ~~trading~~for ~~market~~implementation ~~for~~of ~~its~~our ~~securities~~business plan. InFurthermore, ~~connection~~we ~~with~~can ~~such~~give ano ~~merger~~assurances that orany ~~acquisition~~business combination, itif isone ~~anticipated~~occurs, ~~that an~~will ~~amount~~be ofon ~~common~~terms ~~stock~~that ~~constituting~~are ~~control~~favorable ofto usour ~~would~~current bestockholders ~~issued~~or by us.

~~Evaluation~~We do not propose to restrict our search for a business combination candidate to any particular geographical area or industry, and, therefore, ~~Selection~~we are unable to predict the nature of ~~Business~~our ~~Opportunities~~future business operations. Our management's discretion in the selection of business opportunities is unrestricted, subject to the availability of such opportunities, economic conditions and other factors.

~~Certain types~~Any ofentity ~~business~~that ~~acquisition~~has ~~transactions~~an ~~may~~interest bein ~~completed~~being ~~without~~acquired ~~requiring~~by, or merging into us, is expected to ~~first~~be ~~submit~~an ~~the~~entity ~~transaction~~that desires to ~~our~~become ~~stockholders~~a public ~~for~~company ~~their~~and ~~approval.~~establish Ifa ~~the~~public ~~proposed~~trading ~~transaction~~market isfor ~~structured~~its insecurities. ~~such~~In aconnection ~~fashion,~~with ~~our~~such ~~stockholders~~a ~~will~~merger ~~not~~or beacquisition, ~~provided~~it ~~with~~is ~~financial~~anticipated orthat ~~other~~an ~~information~~amount ~~relating~~of tocommon ~~the~~stock ~~candidate~~constituting ~~prior~~control toof ~~the~~us ~~completion~~would ofbe ~~the~~issued ~~transaction~~by us.

If the structure of a proposed business combination or business acquisition transaction requires the approval of our stockholders, and we are a company required to file reports under the Exchange Act, then we will be required to provide our stockholders with information as applicable under Regulations 14A and 14C under the Exchange Act. Currently, however, we are not required to file reports under the Exchange Act.4

TheTable analysis of business opportunities will be undertaken by or under the supervision of Earnest Leung, our Chief Executive Officer. In analyzing potential merger candidates, our management will consider, among other things, the following factors:Contents

~~· potential for future earnings~~ Evaluation and ~~appreciation~~Selection of ~~value~~Business ~~of securities;~~Opportunities

·Certain types ~~perception~~ of ~~how~~business ~~any~~acquisition ~~particular~~transactions ~~business~~may ~~opportunity~~be ~~will~~completed bewithout ~~received~~requiring byus to first submit the ~~investment~~transaction ~~community~~to ~~and~~our bystockholders for their approval. If the proposed transaction is structured in such a fashion, our stockholders; will not be provided with financial or other information relating to the candidate prior to the completion of the transaction.

·If the ~~ability,~~structure ~~following~~of ~~the~~a proposed business combination or business acquisition transaction requires the approval of our stockholders, and we are a company required to ~~qualify~~file ~~securities~~reports ~~for~~under ~~listing~~the onExchange aAct, ~~national~~then ~~securities~~we ~~exchange;~~will be required to provide our stockholders with information as applicable under Regulations 14A and 14C under the Exchange Act. Currently, however, we are not required to file reports under the Exchange Act.

·The analysis ~~historical~~of ~~results~~business opportunities will be undertaken by or under the supervision of ~~operation;~~Yulong Yang and Mingjing Xia, our Chief Executive Officer and Chief Financial Officer, respectively. In analyzing potential merger candidates, our management will consider, among other things, the following factors:

· potential for future earnings and appreciation of value of securities; · perception of how any particular business opportunity will be received by the investment community and by our stockholders; · ability, following the business combination, to qualify securities for listing on a national securities exchange; · historical results of operation; · liquidity and availability of capital resources; · competitive position as compared to other companies of similar size and experience within the industry segment as well as within the industry as a whole; · strength and diversity of existing management or management prospects that are scheduled for recruitment; · amount of debt and contingent liabilities; and · the products and/or services and marketing concepts of the target company.

·No single ~~competitive~~factor ~~position~~will ascontrol ~~compared~~the selection of a business opportunity. Our management will attempt to ~~other~~analyze ~~companies~~all factors appropriate to each opportunity and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries and at various stages of ~~similar~~development, ~~size~~all of which will make the task of comparative investigation and ~~experience~~analysis ~~within~~of such business opportunities extremely difficult and complex. Because of our limited capital available for investigation, we may not discover or adequately evaluate adverse facts about the ~~industry~~business ~~segment~~opportunity to asbe ~~well~~acquired. asAlthough ~~within~~we expect to analyze specific proposals and select a business opportunity in the ~~industry~~near asfuture, we are unable to predict when we may consummate a ~~whole;~~business transaction.

·Before making ~~strength~~a decision to participate in a business transaction, we will generally request that we be provided with written materials regarding the business opportunity containing as much relevant information as possible, including, but not limited to, a description of products, services and ~~diversity~~company history; management resumes; financial information; available projections, with related assumptions upon which they are based; an explanation of proprietary products and services; evidence of existing ~~management~~patents, trademarks, or service marks, or rights thereto; present and proposed forms of compensation to management; ~~prospects~~a ~~that~~description ~~are~~of ~~scheduled~~transactions ~~for~~between ~~recruitment~~such company and its affiliates during the relevant periods; a description of present and required facilities; an analysis of risks and competitive conditions; a financial plan of operation and estimated capital requirements; audited consolidated financial statements, or if audited consolidated financial statements are not available, unaudited consolidated financial statements, together with reasonable assurance that audited consolidated financial statements would be able to be produced in order to file a Current Report on Form 8-K to be filed with the Securities and Exchange Commission ("SEC") upon consummation of the business combination.

~~· amount of debt and contingent liabilities; and~~5

·Table the products and/or services and marketing concepts of the target company.Contents

~~No single~~We ~~factor~~believe ~~will~~that ~~control~~various ~~the~~types ~~selection~~ of apotential ~~business~~candidates ~~opportunity.~~might ~~Our~~find ~~management~~a ~~will~~business ~~attempt~~combination with us to ~~analyze~~be ~~all~~attractive. ~~factors~~These ~~appropriate~~include tocandidates ~~each~~desiring ~~opportunity~~to ~~and~~create ~~make~~ a ~~determination~~public ~~based~~market ~~upon~~for ~~reasonable~~their ~~investigative~~securities ~~measures~~in ~~and~~order ~~available~~to ~~data.~~enhance ~~Potentially~~liquidity ~~available business~~for ~~opportunities~~current ~~may~~stockholders, ~~occur~~candidates inwhich have ~~many~~long-term ~~different~~plans ~~industries~~for ~~and~~raising atcapital ~~various~~through ~~stages~~public sale of ~~development,~~securities ~~all~~and ofbelieve ~~which~~that ~~will~~the ~~make~~prior ~~the task~~existence of ~~comparative~~a ~~investigation~~public ~~and~~market for ~~analysis~~their ofsecurities ~~such~~would ~~business~~be ~~opportunities~~beneficial, ~~extremely~~and ~~difficult~~candidates ~~and~~who ~~complex.~~plan ~~Because~~to ofacquire ~~our~~additional ~~limited~~assets through issuance of securities ~~capital~~rather ~~available~~than for ~~investigation,~~cash weand ~~may~~believe ~~not~~that ~~discover~~the ordevelopment ~~adequately~~of ~~evaluate~~a ~~adverse~~public ~~facts~~market ~~about~~for ~~the~~their ~~business~~securities ~~opportunity~~will to be ~~acquired.~~of ~~Although~~assistance wein ~~expect~~that toprocess. Companies ~~analyze~~which ~~specific~~have ~~proposals~~a ~~and~~need ~~select~~for aan ~~business~~immediate ~~opportunity~~cash ininfusion ~~the~~are ~~near~~not ~~future,~~likely weto ~~are~~find ~~unable to~~a ~~predict~~potential ~~when~~business wecombination ~~may~~with ~~consummate~~us to be a prudent business transaction alternative.

Before making a decision to participate in a business transaction, we will generally request that we be provided with written materials regarding the business opportunity containing as much relevant information as possible, including, but not limited to, a description of products, services and company history; management resumes; financial information; available projections, with related assumptions upon which they are based; an explanation of proprietary products and services; evidence of existing patents, trademarks, or service marks, or rights thereto; present and proposed forms of compensation to management; a description of transactions between such company and its affiliates during the relevant periods; a description of present and required facilities; an analysis of risks and competitive conditions; a financial plan of operation and estimated capital requirements; audited consolidated financial statements, or if audited consolidated financial statements are not available, unaudited consolidated financial statements, together with reasonable assurance that audited consolidated financial statements would be able to be produced in order to file a Current Report on Form 8-K to be filed with the Securities and Exchange Commission ("SEC") upon consummation of the business combination.Employees

4Currently we have two employees including executive officers. We rely exclusively on the expertise of executive officers. Our management expects to use consultants, attorneys and accountants as necessary. The need for employees and their availability will be addressed in connection with the decision on whether or not to acquire or participate in specific business opportunities.

~~We believe~~Available that various types of potential candidates might find a business combination with us to be attractive. These include candidates desiring to create a public market for their securities in order to enhance liquidity for current stockholders, candidates which have long-term plans for raising capital through public sale of securities and believe that the prior existence of a public market for their securities would be beneficial, and candidates who plan to acquire additional assets through issuance of securities rather than for cash and believe that the development of a public market for their securities will be of assistance in that process. Companies which have a need for an immediate cash infusion are not likely to find a potential business combination with us to be a prudent business transaction alternative.Information

~~Employees~~Historically we have filed periodic reports under the Exchange Act. Our Quarterly Reports, Annual Reports, and other filings can be obtained from the SEC's Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. You may also obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at http://www.sec.gov.

~~Currently~~ITEM we1A ~~have~~– ~~two~~RISK employees including executive officers. We rely exclusively on the expertise of executive officers. Our management expects to use consultants, attorneys and accountants as necessary. The need for employees and their availability will be addressed in connection with the decision on whether or not to acquire or participate in specific business opportunities.FACTORS

~~Available~~As a ~~Information~~smaller reporting company, this Item is not applicable to us.

~~Historically~~ITEM we1B ~~have~~– ~~filed~~UNRESOLVED ~~periodic~~STAFF reports under the Exchange Act. Our Quarterly Reports, Annual Reports, and other filings can be obtained from the SEC's Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. You may also obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at http://www.sec.gov.COMMENTS

~~ITEM 1A – RISK FACTORS~~None

~~As a smaller reporting company, this Item is not applicable~~ITEM to2 ~~us.~~– PROPERTIES

~~ITEM~~Currently we 1Bmaintain –a ~~UNRESOLVED~~mailing ~~STAFF~~address ~~COMMENTS~~at Hong Kong at 5B, Prat Building, 13 Prat Avenue, Tsim Sha Tsui, Kowloon, Hong Kong and our telephone number at this address is (852) 3957 0379. Other than this mailing address, we do not maintain any other office facilities, and do not anticipate the need for maintaining any office facilities at any time in the foreseeable future. We do not pay any rent or other fees for the use of the mailing address. Our management does not believe we will establish a separate office until we have completed a business acquisition transaction. It is not possible to predict what arrangements will actually be made with respect to future office facilities.

~~None~~ITEM 3 - LEGAL PROCEEDINGS

~~ITEM~~We are 2not –a ~~PROPERTIES~~party to or otherwise involved in any pending legal proceedings.

~~Currently we maintain a~~ITEM ~~mailing~~4 ~~address~~– atMINE ~~Hong~~SAFETY Kong at 21/F., One Harbour Square, 181 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong and our telephone number at this address is (852) 9625-0097. Other than this mailing address, we do not maintain any other office facilities, and do not anticipate the need for maintaining any office facilities at any time in the foreseeable future. We do not pay any rent or other fees for the use of the mailing address. Our management does not believe we will establish a separate office until we have completed a business acquisition transaction. It is not possible to predict what arrangements will actually be made with respect to future office facilities.DISCLOSURES

~~ITEM 3 -~~Not ~~LEGAL PROCEEDINGS~~applicable.

~~We are not a party to or otherwise involved in any pending legal proceedings.~~6

ITEMTable 4of – MINE SAFETY DISCLOSURESContents

~~Not applicable.~~PART II

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~PART II~~Market Information

~~ITEM~~Our common 5stock -is quoted for trading on the OTC Bulletin Board and OTC Markets, and has been quoted since July 10, 2012. Our current ~~MARKET~~trading ~~FOR~~symbol ~~REGISTRANT'S~~is ~~COMMON~~"JEMC". ~~EQUITY~~There have been a limited number of trades of our common stock since our stock has been quoted on the OTC Markets. In 2013, ~~RELATED~~500 ~~STOCKHOLDER~~shares ~~MATTERS~~of ~~AND~~our ~~ISSUER~~common ~~PURCHASES~~stock OFtraded ~~EQUITY~~during ~~SECURITIES~~the quarter ended September 30, 2013 at $0.70 per share (giving effect to the 1-for-200 reverse split of our common stock effected on October 21, 2013). No shares were traded in 2019 and 2018.

~~Market~~The following ~~Information~~table sets forth the high and low bid information for each quarter within the fiscal years ended December 31, 2018 and December 31, 2019, as reported by OTC Markets, adjusted to reflect the 1-for-200 reverse stock split of our common stock effected on October 21, 2013. The information reflects prices between dealers and does not include retail markup, markdown, or commission, and may not represent actual transactions.

Our common stock is quoted for trading on the OTC Bulletin Board and OTC Markets, OTCQB tier of OTC Link ATS, and has been quoted since July 10, 2012. Our current trading symbol is "JEMC". There have been a limited number of trades of our common stock since our stock has been quoted on OTCQB. In 2013, 500 shares of our common stock traded during the quarter ended September 30, 2013 at $0.70 per share (or 2.5 shares of our common stock at $140.00 per share, giving effect to the 1-for-200 reverse split of our common stock effected on October 21, 2013). No shares were traded in 2018 and 2017.

		Bid Prices
Year Ended December 31,	Period	High	Low

2018	First Quarter	$ 0.70	$ 0.70
	Second Quarter	$ 0.70	$ 0.70
	Third Quarter	$ 0.70	$ 0.70
	Fourth Quarter	$ 0.70	$ 0.70
2019	First Quarter	$ 0.70	$ 0.70
	Second Quarter	$ 0.70	$ 0.70
	Third Quarter	$ 0.70	$ 0.70
	Fourth Quarter	$ 0.70	$ 0.70

The ~~following~~ ~~table~~Securities ~~sets~~Enforcement ~~forth~~Remedies ~~the~~and ~~high~~Penny ~~and~~Stock ~~low~~Reform ~~bid~~Act ~~information~~of ~~for~~1990 ~~each~~requires ~~quarter~~additional ~~within~~disclosure by brokers and dealers relating to the ~~fiscal~~market ~~years~~for ~~ended~~penny ~~December~~stocks ~~31,~~in ~~2017~~connection ~~and~~with ~~December 31,~~trades ~~2018,~~in any stock defined as ~~reported~~a bypenny ~~OTC~~stock. ~~Markets,~~The ~~adjusted~~Commission tohas ~~reflect~~adopted ~~the~~regulations that ~~1-for-200~~generally ~~reverse~~define a penny stock ~~split~~to ofbe ~~our~~any ~~common~~equity ~~stock~~security ~~effected~~that onhas ~~October 21,~~a ~~2013~~market price of less than $5.00 ~~The~~per ~~information~~share, ~~reflects~~subject ~~prices~~to a ~~between~~few ~~dealers~~exceptions ~~and~~that ~~does~~we do not ~~include~~meet. ~~retail~~Unless ~~markup~~an exception is available, ~~markdown~~the regulations require the delivery, orprior ~~commission~~to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and ~~may not~~the ~~represent~~risks ~~actual~~associated ~~transactions~~therewith.

		Bid Prices
Year Ended December 31,	Period	High	Low
2017	First Quarter	$ 140.00	$ 140.00
	Second Quarter	$ 140.00	$ 140.00
	Third Quarter	$ 140.00	$ 140.00
	Fourth Quarter	$ 140.00	$ 140.00
2018	First Quarter	$ 140.00	$ 140.00
	Second Quarter	$ 140.00	$ 140.00
	Third Quarter	$ 140.00	$ 140.00
	Fourth Quarter	$ 140.00	$ 140.00

Holders

~~The Securities~~As ~~Enforcement Remedies and Penny Stock Reform Act~~ of ~~1990~~March ~~requires~~27, ~~additional~~2020, ~~disclosure~~there bywere ~~brokers~~14,032,400 ~~and~~shares ~~dealers~~of ~~relating~~our tocommon ~~the market for penny stocks in connection with trades in any~~ stock ~~defined~~outstanding asheld aby ~~penny~~65 ~~stock.~~holders ~~The Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price~~ of ~~less~~record ~~than~~and ~~$5.00~~additional ~~per share, subject to a few exceptions~~shares ~~that~~held wein dobrokerage ~~not meet~~accounts. ~~Unless~~Of anthese ~~exception is available~~shares, ~~the regulations require the delivery~~1,527 ~~prior~~shares towere ~~any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated therewith~~free-trading.

~~Holders~~Warrants

~~As of March~~We ~~23,~~do ~~2019,~~not ~~there~~have ~~were~~any ~~12,032,400~~warrants ~~shares~~to ofpurchase our common stock outstanding ~~held by 63 holders of record and additional shares held in brokerage accounts~~. Of these shares, 9,425,380 shares are held by non-affiliates and 1,527 shares were free-trading. On the cover page of this filing we valued 8,924,030 shares held by non-affiliates at $1,249,364,200 as of June 30, 2018, based on the sales price of the common stock of $140 on July 30, 2013 as reported by OTC Markets, OTCQB tier of OTC Link ATS. We used the reported sales price of the common stock on July 30, 2013 to calculate the aggregate market value of the shares held by non-affiliates as of June 30, 2018 because there has been no trading in our stock since July 30, 2013.

~~Warrants~~Dividends

WeNo dividends dowere ~~not~~declared ~~have~~or ~~any~~paid ~~warrants~~for tothe ~~purchase~~year ~~our~~ended ~~common~~December ~~stock outstanding~~31, 2019 and 2018.

~~Dividends~~Securities Authorized for Issuance Under Equity Compensation Plans

NoThere are ~~dividends~~no ~~were~~outstanding ~~declared~~options or ~~paid~~warrants ~~for~~to ~~the~~purchase ~~year ended~~shares ~~December~~of ~~31,~~our ~~2018~~common ~~and~~stock ~~2017~~under any equity compensation plans.

~~Securities~~Currently, we ~~Authorized~~do ~~for~~not ~~Issuance~~have ~~Under~~any ~~Equity~~equity ~~Compensation~~compensation plans and we have never had such a plan. As a result, we did not have any options, warrants ~~Plans~~or rights outstanding as of December 31, 2019 or 2018.

~~There are no outstanding options or warrants to~~Recent ~~purchase~~Issuance ~~shares~~ of ~~our~~Unregistered ~~common stock under any equity compensation plans.~~Securities

~~Currently, we do not have any equity compensation plans and we have never had such a plan~~None. ~~As a result, we did not have any options, warrants or rights outstanding as of December 31, 2018 or 2017.~~

~~Recent Issuance of Unregistered Securities~~7

None.Table of Contents

ITEM 6 - SELECTED FINANCIAL DATA

~~ITEM~~As a 6smaller –reporting ~~SELECTED~~company, ~~FINANCIAL~~we ~~DATA~~are not required to provide the information required by this Item.

AsITEM 7 a- ~~smaller~~MANAGEMENT'S ~~reporting~~DISCUSSION ~~company,~~AND weANALYSIS ~~are~~OF ~~not~~FINANCIAL ~~required to~~CONDITION ~~provide~~AND ~~the~~RESULTS ~~information~~OF ~~required by this Item.~~OPERATION

~~ITEM~~The following 7discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes included on page F-1 ~~MANAGEMENT'S~~of ~~DISCUSSION~~this ~~AND~~Annual ~~ANALYSIS~~Report OFon ~~FINANCIAL~~Form 10-K. This Annual Report on Form ~~CONDITION~~10-K ~~AND~~of ~~RESULTS~~J.E.M. OFCapital, ~~OPERATION~~Inc. contains forward-looking statements, principally in this Section and "Business." Generally, you can identify these statements because they use words like "anticipates," "believes," "expects," "future," "intends," "plans," and similar terms. These statements reflect only our current expectations. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy and actual results may differ materially from those we anticipated due to a number of uncertainties, many of which are unforeseen, including, among others, the risks we face as described in this filing. You should not place undue reliance on these forward-looking statements which apply only as of the date of this annual report. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements that, by definition, involve risks and uncertainties. In any forward-looking statement where we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation of belief will be accomplished.

~~The following~~We ~~discussion~~believe ~~and~~it ~~analysis~~is ofimportant ~~our~~to ~~financial~~communicate ~~condition~~our ~~and~~expectations ~~results~~to ofour ~~operations~~investors. ~~should~~There may be ~~read~~events in ~~conjunction with~~ the ~~consolidated financial~~future, ~~statements~~however, ~~and~~that ~~notes~~we are ~~included~~unable onto ~~page~~predict ~~F-1~~accurately ofor ~~this~~over ~~Annual~~which ~~Report~~we onhave ~~Form~~no ~~10-K~~control. ~~This~~Any ~~Annual~~risk ~~Report~~factors onlisted ~~Form~~in ~~10-K~~this ~~of J.E.M. Capital~~filing, ~~Inc.~~as ~~contains~~well ~~forward-looking~~as ~~statements,~~any ~~principally~~cautionary language in this ~~Section~~annual ~~and "Business." Generally~~report, ~~you~~provide ~~can~~examples ~~identify these~~of ~~statements because they use words like "anticipates~~risks," ~~"believes,"~~uncertainties ~~"expects," "future," "intends," "plans,"~~ and ~~similar~~events ~~terms.~~that ~~These~~may ~~statements~~cause ~~reflect only~~ our ~~current expectations. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy and~~ actual results ~~may~~to differ materially from ~~those we anticipated due to a number of uncertainties, many of which are unforeseen, including, among others,~~ the ~~risks~~expectations we ~~face~~describe ~~as described~~ in ~~this~~our ~~filing. You should not place undue reliance on these~~ forward-looking ~~statements~~ ~~which apply only as of the date of this annual report~~statements. ToFactors ~~the extent~~ that ~~such~~could ~~statements~~cause ~~are~~actual ~~not~~results ~~recitations~~or ~~of historical~~events ~~fact,~~to ~~such~~differ ~~statements~~materially ~~constitute~~from ~~forward-looking~~those ~~statements that~~anticipated, ~~by definition~~include, ~~involve~~but ~~risks~~are ~~and~~not ~~uncertainties.~~limited ~~In any forward-looking statement where we express an expectation or belief as~~ to ~~future results or events~~, ~~such~~changes ~~expectation~~in orinvestment ~~belief~~and isbusiness ~~expressed~~strategies; ingeneral ~~good~~economic, ~~faith~~financial and ~~believed~~business toconditions; ~~have~~changes ain ~~reasonable~~and ~~basis,~~compliance ~~but~~with ~~there~~governmental ~~can~~regulations; bechanges noin ~~assurance~~various ~~that~~tax laws; and the ~~statement~~availability of ~~expectation~~key ofmanagement ~~belief~~and ~~will be~~other ~~accomplished~~personnel.

We believe it is important to communicate our expectations to our investors. There may be events in the future, however, that we are unable to predict accurately or over which we have no control. Any risk factors listed in this filing, as well as any cautionary language in this annual report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Factors that could cause actual results or events to differ materially from those anticipated, include, but are not limited to, changes in investment and business strategies; general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in various tax laws; and the availability of key management and other personnel.Overview

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

~~We were~~On ~~incorporated~~November ~~on September~~ 14, ~~2011 in Delaware as "Eco Planet Corp." On October 21~~2016, ~~2013,~~Zosano wePharma ~~effected~~Corporation aentered ~~1-for-200~~into ~~reverse stock~~Stock ~~split~~Purchase ofAgreements ~~our~~with ~~common~~eighteen ~~stock,~~(18) ~~$0.0001~~foreign ~~par~~investors ~~value per share~~ (the "~~Common~~New ~~Stock~~Shareholders"), ~~and~~pursuant ~~changed our name~~ to "which Zosano~~, Inc."~~ OnPharma ~~October~~Corporation ~~31,~~sold ~~2013,~~an weaggregate ~~entered~~of ~~into~~10,016,973 ashares ~~Stock~~of ~~Purchase~~common ~~Agreement~~stock of ~~with~~ Zosano, ~~Pharma~~Inc. ~~Corporation~~ (~~formerly~~the ~~known~~"Company") asor ~~ZP Holdings,~~approximately ~~Inc~~99.)9% ~~pursuant~~of tothe ~~which we~~ issued and ~~sold~~outstanding ~~10,016,973~~common ~~shares~~stock of ~~Common Stock (~~the ~~"Shares")~~Company, to the ~~Zosano~~New ~~Pharma Corporation~~Shareholders. As a result of ~~our~~the ~~issuance~~transaction, ~~and~~the ~~sale~~New Shareholders acquired approximately 99.9% of the ~~Shares~~total votes entitled to ~~Zosano~~be ~~Pharma~~cast ~~Corporation~~at any meeting of shareholders, agiving ~~change~~them invoting control of the Company ~~occurred~~. ~~and~~The ~~Zosano~~New ~~Pharma~~Shareholders ~~Corporation~~obtained ~~became~~the funds for the ~~owner~~purchase of ~~99.9%~~the Company's common stock in the transaction from each of ~~our~~their ~~outstanding~~available ~~Common~~cash ~~Stock~~on hand.

On ~~November~~ 14November 21, 2016, ~~Zosano~~we ~~Phama~~obtained ~~Corporation~~written ~~entered~~consent ~~into~~by ~~Stock Purchase Agreements with eighteen (18) foreign investors (~~the ~~"New~~holder ~~Shareholders"), pursuant to which Zosano Pharma Corporation sold an aggregate~~ of ~~10,016,973~~the ~~shares~~majority of ~~common stock of Zosano, Inc. (~~the ~~"Company") or~~voting ~~approximately~~power ~~99.9%~~ of the ~~issued~~Company's ~~and~~capital ~~outstanding common~~ stock approving ofamendments ~~the Company,~~ to the ~~New~~Company's ~~Shareholders.~~Articles Asof aIncorporation ~~result~~to ofchange the ~~transaction, the~~Company's ~~New~~name ~~Shareholders~~from ~~acquired~~Zosano, ~~approximately 99~~Inc.9% ~~of the total votes entitled~~ to beJ.E.M. ~~cast at any meeting of shareholders~~Capital, ~~giving~~ ~~them~~Inc. ~~voting~~The ~~control~~Company ofhas ~~the~~filed ~~Company.~~Articles ~~The~~of ~~New~~Amendment ~~Shareholders~~with ~~obtained~~ the ~~funds~~Secretary ~~for~~of ~~the~~State ~~purchase~~ of ~~the~~Delaware, ~~Company's~~which ~~common~~will ~~stock~~become ineffective ~~the~~upon compliance ~~transaction~~with ~~from~~notification ~~each~~requirements of ~~their~~the ~~available~~Financial ~~cash~~Industry onRegulatory ~~hand~~Authority.

On ~~November~~ 21January 5, ~~2016~~2017, we ~~obtained~~entered ~~written~~into ~~consent~~a byShare ~~the~~Exchange ~~holder~~Agreement ofwith ~~the~~Essential ~~majority~~Element ofLimited, a British Virgin Islands company ("ESEL"), and Leung Chi Wah Earnest ("Mr. Leung"), the ~~voting~~principal ~~power~~shareholder of ESEL, pursuant to which the Company's ~~capital~~issued an aggregate of 2,005,400 shares of common stock, ~~approving amendments~~or toapproximately 17% of the ~~Company's~~issued ~~Articles~~and outstanding common stock of ~~Incorporation~~the Company, to ~~change~~Mr. Leung in exchange for 100% of the ~~Company's~~issued ~~name~~and ~~from~~outstanding ~~Zosano,~~shares ~~Inc~~of ESEL. toESEL owns all of the issued and outstanding shares of J.E.M. Capital ~~Inc.~~Limited, ~~The Company~~a ~~has~~company ~~filed~~organized ~~Articles~~under the laws of ~~Amendment~~Hong ~~with~~Kong ~~the~~("JEM ~~Secretary~~Capital"). ofESEL ~~State~~and ofJEM ~~Delaware~~Capital currently have no operations, ~~which~~but ~~will~~include ~~become~~the ~~effective~~corporate ~~upon~~structure ~~compliance~~that ~~with notification~~the ~~requirements~~Company ofbelieves necessary for the ~~Financial~~acquisition ~~Industry~~of ~~Regulatory~~assets ~~Authority~~in Hong Kong and China. ESEL has incurred material expenses setting up such structure.

~~On January~~We 5,are ~~2017,~~a weshell ~~entered~~company ~~into~~as adefined ~~Share~~in ~~Exchange~~Rule ~~Agreement~~12b-2 ~~with~~promulgated ~~Essential~~under ~~Elements~~the ~~Limited,~~Securities aExchange ~~British~~Act ~~Virgin~~of ~~Islands~~1934 ~~company~~ (the "~~ESEL~~Exchange Act"),. ~~and~~As ~~Leung~~a ~~Chi~~shell ~~Wah Earnest~~company, ~~the~~we ~~principal~~have ~~shareholder~~no ofoperations ~~ESEL,~~and ~~pursuant~~assets. Our current business plan is to ~~which~~identify ~~the~~a ~~Company~~privately ~~issued~~held anoperating ~~aggregate~~company, which ofis 2profitable or,~~005,400~~ ~~shares of~~in ~~common~~management's ~~stock~~view, orhas ~~approximately~~growth ~~17%~~potential, irrespective of the ~~issued~~industry ~~and~~in ~~outstanding~~which ~~common~~it ~~stock~~is ofengaged, ~~the~~desiring to ~~Company,~~become a publicly held company with access to MrU.S. ~~Leung~~capital inmarkets ~~exchange~~by ~~for~~merging ~~100% of~~with ~~the~~us ~~issued~~through ~~and~~a ~~outstanding~~reverse ~~shares~~merger ofor ~~ESEL~~acquisition. We ~~ESEL~~can ~~owns~~give ~~all~~no ofassurances ~~the~~that ~~issued~~we ~~and~~will ~~outstanding~~be ~~shares~~successful ofin ~~J.E.M.~~finding ~~Capital~~or ~~Limited,~~acquiring a ~~company organized~~desirable ~~under~~business ~~the~~opportunity, ~~laws~~given ofthe ~~Hong~~limited resources ~~Kong~~that ~~("JEM~~are ~~Capital").~~expected ~~ESEL~~to ~~and~~be ~~JEM~~available ~~Capital~~to ~~currently~~us ~~have~~for noimplementation ~~operations,~~of ~~but~~our ~~include the~~business ~~corporate~~plan. ~~structure~~Furthermore, ~~that~~we ~~the~~can ~~Company~~give ~~believes~~no ~~necessary~~assurances that ~~for~~any ~~the~~business ~~acquisition~~combination, ofif ~~assets~~one inoccurs, ~~Hong~~will ~~Kong~~be ~~and~~on ~~China.~~terms ~~ESEL~~that ~~has~~are ~~incurred material~~favorable ~~expenses~~to ~~setting~~our upcurrent ~~such~~stockholders ~~structure~~or us.

We are a shell company as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"). As a shell company, we have no operations and assets. Our current business plan is to identify a privately held operating company, which is profitable or, in management's view, has growth potential, irrespective of the industry in which it is engaged, desiring to become a publicly held company with access to U.S. capital markets by merging with us through a reverse merger or acquisition. We can give no assurances that we will be successful in finding or acquiring a desirable business opportunity, given the limited resources that are expected to be available to us for implementation of our business plan. Furthermore, we can give no assurances that any business combination, if one occurs, will be on terms that are favorable to our current stockholders or us.8

7Table of Contents

Year Ended December 31, 2018 Compared To Year Ended December 31, 2017	Years Ended December 31,
Year Ended December 31, 2019 Compared To Year Ended December 31, 2018	Years Ended December 31,
	2018				2017
	2019			2018
Operating expenses:
General and administrative expenses	$	8734,~~413~~296			$87,413	~~160,418~~
Total operating expenses		8734,~~413~~296			87,413	~~160,418~~
Operating loss		(8734,~~413~~296)	)		(87,413)	~~(160,418~~	)
Net loss	$	(8734,~~413~~296)	)		(87,413)	~~(160,418~~	)

RevenueTable of Contents

We have never generated any revenue. We do not expect to generate any revenues before we merge with a privately-held operating company desiring to become a publicly-held company. After a successful merger transaction, we do not know when, or if, we will generate revenue as that will be in the control of the private company that merges with us.Revenue

~~Operating~~We have ~~expenses~~never generated any revenue. We do not expect to generate any revenues before we merge with a privately-held operating company desiring to become a publicly-held company. After a successful merger transaction, we do not know when, or if, we will generate revenue as that will be in the control of the private company that merges with us.

Our operating expenses primarily consisted of general and administrative expenses, such as salary and related expenses, audit and review fees, tax returns preparation fees, transfer agent services, Edgar filing costs, franchise and business taxes, and other professional services. Operating ~~expenses for the year ended December 31, 2018 and 2017 were~~ ~~$87,413 and $160,418, respectively. We anticipate our operating~~ expenses ~~will be approximately $80,000 to $160,000 per year until we successfully merge with a privately-held operating company.~~

~~Net~~Our operating ~~loss~~expenses primarily consisted of general and administrative expenses, such as salary and related expenses, audit and review fees, tax returns preparation fees, transfer agent services, Edgar filing costs, franchise and business taxes, other professional services and general office expenses. Operating expenses for the year ended December 31, 2019 and 2018 were $34,296 and $87,413, respectively. The decrease in operating expenses was due to the decrease in salary and related expenses paid for officers and other office expenses of the Company for the year ended December 31, 2019. We anticipate our operating expenses will be approximately $40,000 to $100,000 per year until we successfully merge with a privately-held operating company.

Net ~~loss for the fiscal~~ ~~year ended December 31, 2018 was $87,413, or $0.00 per share, as compared to $160,418, or $0.00 per share for the year ended December 31, 2017. The decrease in net~~ loss was due to the decrease in salary and related expenses paid for the year ended December 31, 2018. We will continue to operate at a net loss until we merge with a privately-held operating company desiring to become a publicly-held company. After a successful merger transaction, we do not know when, or if, we will operate at a net profit as that will be in the control of the private company that merges with us. We anticipate our net loss will primarily consist of our operating expenses until we successfully merge with a private company.

~~Liquidity~~Net loss for the fiscal year ended December 31, 2019 was $34,296, or $0.003 per share, as compared to $87,413, or $0.007 per share for the year ended December 31, 2018. The decrease in net loss was due to the decrease in salary and ~~Capital~~related ~~Resources~~expenses paid for the year ended December 31, 2019. We will continue to operate at a net loss until we merge with a privately-held operating company desiring to become a publicly-held company. After a successful merger transaction, we do not know when, or if, we will operate at a net profit as that will be in the control of the private company that merges with us. We anticipate our net loss will primarily consist of our operating expenses until we successfully merge with a private company.

~~During the~~Liquidity ~~years ended December 31, 2018~~ and ~~2017,~~Capital because of our operating losses, we did not generate positive operating cash flows. Our cash on hand as of December 31, 2018 and 2017 was $164 and $166 respectively and our monthly cash flow burn rate is minimal due to our lack of operations. Our current cash needs are being satisfied by stockholders. We do not believe we will be able to satisfy our cash needs internally until we consummate a merger transaction with a private company, and even then there is no assurance we will be able to do so.Resources

~~Our~~During the ~~cash,~~years ~~current~~ended ~~assets~~December 31, ~~total~~ ~~assets~~2019 and 2018, ~~current~~because ~~liabilities~~of our operating losses, ~~and~~we ~~total~~did ~~liabilities~~not generate positive operating cash flows. Our cash on hand as of December 31, 2019 and 2018 ~~compared~~was $Nil and $164 respectively and our monthly cash flow burn rate is minimal due to ~~December~~our ~~31,~~lack ~~2017~~of operations. Our current cash needs are asbeing ~~follows:~~satisfied by stockholders. We do not believe we will be able to satisfy our cash needs internally until we consummate a merger transaction with a private company, and even then there is no assurance we will be able to do so.

	December 31,		December 31,
	2018		2017		Change
Cash	$	164	$	166	$	(2	)
Prepaid expenses and other current assets		-		550		(550	)
Total Current Assets		164		716		(552	)
Property and equipment, net		496		996		(500	)
Total Assets		660		1,712		(1,052	)
Total Current Liabilities		110,820		24,459		86,362
Total Liabilities		110,820		24,459		86,362

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

Assets and Liabilities

	December 31,		December 31,
	2019		2018		Change
Cash		-		164		(164)
Prepaid expenses		12,000		-		12,000
Total current assets		12,000		164		11,836
Equipment, net		-		496		(496)
Total assets		12,000		660		11,340

Total current liabilities		132,456		110,820		21,636
Total liabilities		132,456		110,820		21,636

~~As of December 31, 2018,~~Assets and 2017, we had assets mainly related to office equipment. We had liabilities totaling $110,821 and $24,459 as of December 31, 2018 and 2017, respectively. As of December 31, 2018, our liabilities consisted of accrued expenses related to salary, office expenses, audit fees, transfer agent services, legal fees and payable to shareholder. As of December 31, 2017, our liabilities consisted of accrued expenses related to salary, office expenses, audit fees, transfer agent services and legal fees.Liabilities

9As of December 31, 2019, we had prepaid expenses of $12,000 in respect of the unvested awards of stock based compensation. We had liabilities totalling $132,456 and $110,820 as of December 31, 2019 and December 31, 2018, respectively, which consisted of accrued expenses related to salary, office expenses, audit fees, transfer agent services, legal fees and advances from shareholders.

~~Stockholders' Deficit~~10

Stockholders’Table deficit consisted primarily of shares issued to founders in the amount of $1,203, capital raised to fund our operations of $55,589, and additional capital provided to settle obligations for $245,679, offset by the accumulated deficit of $412,631 as of December 31, 2018.Contents

~~Sources and Uses of Cash~~Stockholders' Deficit

AsStockholders' deficit consisted primarily of ~~December~~shares ~~31,~~issued ~~2018 and~~to ~~2017,~~founders wein ~~had~~the ~~cash~~amount of $~~164~~1,403, ~~and~~capital raised to fund our operations of $~~166~~55,589, and ~~respectively~~additional capital provided to settle obligations for $245,679, nooffset ~~significant~~by ~~change~~the inaccumulated ~~cash~~deficit ~~position~~of $446,927 as of December 31, 2019.

~~Cash Flows from Operating~~Sources ~~Activities.~~and ~~For~~Uses ~~the fiscal year ended December 31, 2018, our net cash used in operations was $47,947 compared to net cash used in operations~~ of ~~$149,189 for the fiscal year ended December 31, 2017. This was mainly attributable to decrease in expenses for the year ended December 31, 2018.~~Cash

~~Cash~~As ~~Flows~~of ~~from Investing Activities. During the fiscal year ended~~ December 31, ~~2017,~~2019 ~~our net~~and ~~generated from investing activities was $2~~2018,~~184~~ ~~which~~we ~~was~~had ~~attributable~~cash ~~to the net effect~~ of ~~proceeds~~$Nil ~~from disposal~~ and ~~purchase~~ of$164, ~~equipment~~respectively, ~~during~~no ~~the~~significant ~~fiscal~~change ~~year~~in ~~ended~~cash ~~December 31, 2017~~position.

Cash Flows from ~~Financing~~ Operating Activities . ~~Net~~For ~~cash flows provided by financing activities in~~ the fiscal year ended December 31, ~~2018~~2019, our net cash used in operations was $4725,~~945, compared~~650 compared to net cash ~~provided~~used byin ~~financing~~operations ~~activities~~ of $~~147~~47,~~171~~947 infor the ~~same~~fiscal ~~period~~year inended ~~2017.~~December ~~Net~~31, ~~cash provided by financing activities in~~ 2018. ~~and~~This ~~2017~~was ~~were~~mainly ~~primarily~~attributable ~~due~~ to decrease in ~~investment~~expenses ~~through~~for ~~settlement of~~ the ~~Company's~~year ~~obligations~~ended ~~and~~December ~~advance~~31, ~~from shareholder’s loan~~2019.

~~Going~~Cash Flows ~~Concern~~from Financing Activities . Net cash flows provided by financing activities in the fiscal year ended December 31, 2019 was $25,486, compared to net cash provided by financing activities of $47,945 in the same period in 2018. Net cash provided by financing activities in 2019 and 2018 were primarily due to advances from shareholders.

~~Our independent~~Going auditors have added an explanatory paragraph to their audit opinion issued in connection with our consolidated financial statements for our fiscal year ended December 31, 2018 and 2017 regarding our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to locate a private company to merge with and our ability to successfully borrow money from our shareholders.Concern

~~The~~Our independent auditors have added an explanatory paragraph to their audit opinion issued in connection with our consolidated ~~financial~~ financial statements dofor ~~not~~our ~~include~~fiscal ~~any~~year ~~adjustments~~ended ~~that~~December ~~might~~31, be2019 ~~necessary~~and if2018 weregarding ~~are~~our ~~unable~~ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to locate a private company to merge with and our ability to successfully borrow money from our shareholders.

~~Contractual~~The consolidated ~~Obligations~~financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

~~We have no contractual obligations as of December~~Contractual ~~31, 2018.~~Obligations

~~Off~~We have ~~Balance~~no ~~Sheet~~contractual ~~Arrangements~~obligations as of December 31, 2019.

WeOff Balance ~~have~~Sheet ~~no off-balance sheet arrangements.~~Arrangements

~~Critical~~We have ~~Accounting~~no ~~Policies~~off-balance sheet arrangements.

~~Use~~Critical Accounting ~~of Estimates~~Policies

~~The Company's~~Use consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) which requires management to make estimates and assumptions that affect the reported amounts of ~~assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expense during the reporting period.~~ Estimates are used when accounting for certain items such as accounting for income tax valuation allowances. Estimates are based on historical experience, where applicable, and assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ.

~~Principles~~The Company's consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) which requires management to make estimates and assumptions that affect the reported amounts of ~~Consolidation~~assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expense during the reporting period. Estimates are used when accounting for certain items such as accounting for income tax valuation allowances. Estimates are based on historical experience, where applicable, and assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ.

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

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

~~During the~~Business ~~year ended December 31, 2017, the Company completed business~~ acquisitions that were individually and in the aggregate insignificant. The Company has accounted for all of its acquisitions using the acquisition method. The operating results of each acquisition have been included in the consolidated financial statements since the respective dates of acquisition. There were no business acquisitions for the year ended December 31, 2018.

10The Company has accounted for all of its acquisitions using the acquisition method. The operating results of each acquisition have been included in the consolidated financial statements since the respective dates of acquisition. There were no business acquisitions for the years ended December 31, 2019 and 2018.

~~Income Taxes~~11

TheTable Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. Tax benefits of operating loss carryforwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carryforward period, and other circumstances. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced.Contents

~~The Company~~Income recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Once this threshold has been met, the Company's measurement of its expected tax benefits is recognized in its consolidated financial statements. The Company accrues interest on unrecognized tax benefits as a component of income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense.Taxes

The Company' recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included ~~income~~in the consolidated financial statements or tax returns. ~~are~~Deferred ~~subject~~tax toliabilities ~~examination~~and ~~for~~assets ~~three~~are ~~years~~determined ~~from~~based on the ~~date~~difference between ~~filed~~the orfinancial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the ~~due~~year ~~date,~~in which ~~whichever~~the isdifferences ~~later~~are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will ~~did~~result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not ~~identify~~that ~~any~~the ~~material~~benefit ~~uncertain~~of such deferred tax ~~positions~~asset will not be realized in future periods. Tax benefits of operating loss carryforwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carryforward period, and other circumstances. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced.

~~Recent~~The Company ~~Accounting~~recognizes ~~Pronouncements~~tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Once this threshold has been met, the Company's measurement of its expected tax benefits is recognized in its consolidated financial statements. The Company accrues interest on unrecognized tax benefits as a component of income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense.

~~From time~~The toCompany' ~~time,~~income ~~new~~tax ~~accounting~~returns ~~pronouncements~~ are ~~issued~~subject byto ~~the~~examination ~~FASB~~for orthree ~~other~~years ~~standard~~from ~~setting~~the ~~bodies~~date ~~and~~filed ~~adopted~~or by the ~~Company~~due ~~as of the specified effective~~ date~~. Unless otherwise discussed~~, ~~the~~whichever ~~recently~~is ~~issued~~later. The ~~accounting~~Company ~~standards~~did ~~will~~ not ~~have~~identify aany material ~~impact on~~uncertain ~~the~~tax ~~Company's financial position or results of operations upon adoption~~positions.

~~ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES~~Recent ~~ABOUT~~Accounting ~~MARKET RISK~~Pronouncements

AsFrom time ato ~~smaller~~time, ~~reporting~~new ~~company,~~accounting wepronouncements are ~~not~~issued ~~required~~by the Financial Accounting Standards Board ("FASB") or other tostandard ~~provide~~setting ~~the~~bodies ~~information~~and ~~required~~adopted by ~~this~~the ~~Item~~Company as of the specified effective date. Unless otherwise discussed, the recently issued accounting standards will not have a material impact on our financial position or results of operations upon adoption.

ITEM ~~8 -~~ ~~FINANCIAL~~7A - ~~STATEMENTS~~QUANTITATIVE AND ~~SUPPLEMENTARY~~QUALITATIVE ~~DATA~~DISCLOSURES ABOUT MARKET RISK

~~For consolidated financial statements~~As ~~and~~a ~~notes~~smaller ~~filed~~reporting ascompany, ~~part~~we ofare ~~this~~not ~~Annual~~required ~~Report, see Index~~ to ~~Consolidated~~provide ~~Financial~~the ~~Statements~~information ~~beginning~~required onby ~~page F-1 of~~ this ~~Annual Report~~Item.

ITEM 8 9 - ~~CHANGES~~ INFINANCIAL ~~AND~~STATEMENTS ~~DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING~~ AND ~~FINANCIAL~~SUPPLEMENTARY ~~DISCLOSURE~~DATA

~~None~~For consolidated financial statements and notes filed as part of this Annual Report, see Index to Consolidated Financial Statements beginning on page F-1 of this Annual Report.

ITEM 9 9A- –CHANGES ~~CONTROLS~~IN AND ~~PROCEDURES~~DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~(a) Disclosure Controls and Procedures~~None.

~~We conducted~~ITEM an9A evaluation, with the participation of our principal executive and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-~~15(e)~~ ~~and~~CONTROLS ~~15d-15(e)~~AND under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of December 31, 2018, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities Exchange Commission's rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our principal executive and principal financial officer has concluded that as of December 31, 2018, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were not effective to satisfy the objectives for which they are intended.PROCEDURES

(ba) ~~Management~~Disclosure ~~Report~~Controls onand ~~Internal Control Over Financial Reporting~~Procedures

~~Our management~~We isconducted ~~responsible~~an ~~for~~evaluation, ~~establishing~~with ~~and~~the ~~maintaining~~participation ~~adequate~~of ~~internal~~our ~~control~~principal ~~over~~executive ~~financial~~and ~~reporting.~~principal ~~Internal~~financial ~~control~~officer, ~~over~~of ~~financial~~the effectiveness ~~reporting~~of isthe design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(fe) and 15d-15(fe) ~~promulgated~~ under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as aof ~~process~~December ~~designed~~31, 2019, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities Exchange Commission's rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the ~~supervision~~Exchange ofAct is accumulated and communicated to our management, including our principal executive and principal financial officer, ~~and~~or ~~effected~~persons byperforming ~~our~~similar ~~board~~functions, ofas ~~directors,~~appropriate ~~management~~to ~~and~~allow ~~other~~timely ~~personnel,~~decisions toregarding ~~provide~~required ~~reasonable~~disclosure. ~~assurance~~Based ~~regarding~~on ~~the~~that ~~reliability~~evaluation, ofour ~~financial~~principal ~~reporting~~executive and ~~the~~principal ~~preparation~~financial officer ofhas ~~consolidated financial~~concluded ~~statements~~that ~~for~~as ~~external~~of ~~purposes~~December in31, ~~accordance~~2019, ~~with~~and ~~generally~~as ~~accepted~~of ~~accounting~~the ~~principles~~date inthat the ~~United~~evaluation ~~States~~of ~~and~~the effectiveness of our disclosure ~~includes~~controls ~~those~~and ~~policies~~procedures was completed, our disclosure controls and procedures ~~that:~~were not effective to satisfy the objectives for which they are intended.

1112

· PertainTable to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets;Contents

·(b) ~~Provide~~Management ~~reasonable~~Report ~~assurance~~on ~~that~~Internal ~~transactions~~Control ~~are~~Over ~~recorded~~Financial as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; andReporting

·Our management ~~Provide~~is ~~reasonable~~responsible ~~assurance~~for ~~regarding~~establishing ~~prevention~~and ormaintaining ~~timely~~adequate ~~detection~~internal ofcontrol ~~unauthorized~~over ~~acquisition~~financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, ~~use~~as amended, as a process designed by, or ~~disposition~~under the supervision of, our ~~assets~~principal ~~that~~executive ~~could~~and ~~have~~principal afinancial ~~material~~officer, ~~effect~~and oneffected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements. for external purposes in accordance with generally accepted accounting principles in the United States and includes those policies and procedures that:

~~Because~~· ~~of its~~Pertain ~~inherent~~to ~~limitations,~~the ~~internal~~maintenance ~~control~~of ~~over~~records ~~financial~~that ~~reporting~~in ~~may~~reasonable ~~not~~detail, ~~prevent~~accurately orand ~~detect~~fairly ~~misstatements.~~reflect Inour ~~addition,~~transactions ~~projections of~~and any ~~evaluation~~disposition of ~~effectiveness~~our toassets; ~~future~~· ~~periods~~Provide reasonable assurance that transactions are ~~subject~~recorded as necessary to ~~the~~permit ~~risk~~preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that ~~controls~~our ~~may~~receipts ~~become~~and ~~inadequate~~expenditures ~~because~~are ofbeing ~~changes~~ made only in ~~conditions~~accordance with authorizations of our management and directors; and · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that ~~resources~~could ~~may~~have ~~become~~a ~~severely~~material ~~limited~~effect on the consolidated financial statements.

~~Under the~~Because ~~supervision and with the participation~~ of ~~our~~its ~~management,~~inherent ~~including our principal executive and principal financial officer~~limitations, ~~we conducted an assessment of the effectiveness of our~~ internal control over financial reporting asmay ofnot ~~December~~prevent ~~31,~~or ~~2018~~detect all misstatements. In ~~making~~addition, ~~this~~projections ~~assessment,~~of ~~our~~any ~~management~~evaluation ~~used~~of ~~the~~effectiveness ~~criteria~~to ~~set~~future ~~forth~~periods inare ~~Internal~~subject ~~Control-Integrated~~to ~~Framework issued by~~ the ~~Committee~~risk ~~of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management determined~~ that wecontrols ~~did~~may ~~not~~become ~~maintain effective~~inadequate ~~internal control over financial reporting as~~ because of ~~December~~changes ~~31,~~in ~~2018~~conditions, ~~due~~or tothat ~~the~~resources ~~material~~may ~~weaknesses~~become ~~described~~severely ~~below~~limited.

AUnder the ~~material~~supervision ~~weakness~~and ~~is a~~with ~~deficiency~~the participation of our management, orincluding aour ~~combination~~principal executive and principal financial officer, we conducted an assessment of ~~deficiencies~~the ineffectiveness of our internal control, ~~such~~over ~~that~~financial ~~there~~reporting isas aof ~~reasonable~~December ~~possibility~~31, ~~that~~2019. aIn ~~material~~making ~~misstatement~~this ofassessment, ~~the~~our ~~Company’s~~management ~~consolidated~~used ~~financial~~the ~~statements~~criteria ~~will~~set ~~not~~forth bein ~~prevented,~~Internal orControl-Integrated ~~detected~~Framework ~~and~~issued ~~corrected,~~by onthe aCommittee ~~timely~~of ~~basis.~~Sponsoring AOrganizations ~~significant~~of ~~deficiency~~the isTreadway aCommission ~~deficiency~~(COSO). Based on this assessment, ormanagement ~~combination~~determined ofthat ~~control~~we ~~deficiencies,~~did innot maintain effective internal control ~~that~~over isfinancial ~~less~~reporting ~~severe than~~as aof ~~material~~December ~~weakness~~31, ~~yet~~2019, ~~important~~due ~~enough~~ to ~~merit~~the ~~attention~~material byweaknesses ~~those~~described ~~charged with government~~below.

~~Our~~A material ~~management,~~weakness ~~with~~is ~~the participation~~a ~~and~~deficiency, ~~under~~or ~~the~~a ~~supervision~~combination of ~~our~~deficiencies ~~Chief~~in ~~Executive~~internal ~~Officer~~control, ~~Earnest~~such ~~Leung~~that ~~and~~there ~~our~~is ~~Chief~~a ~~Financial~~reasonable ~~Officer, Shirley~~possibility ~~Cheng,~~that ~~conducted~~a anmaterial ~~evaluation~~misstatement of ~~the effectiveness of~~ our ~~internal~~consolidated ~~control~~financial ~~over~~statements ~~financial~~will ~~reporting~~not ~~based~~be onprevented, ~~the~~or ~~framework~~detected and ~~criteria~~ ~~established~~corrected, inon ~~Internal~~a ~~Control-~~timely basis. ~~Integrated~~A ~~Framework,~~significant ~~issued~~deficiency byis ~~the~~a ~~Committee~~deficiency, ofor ~~Sponsoring~~combination ~~Organizations~~ of ~~the~~control ~~Treadway Commission~~deficiencies, ~~(COSO).~~in ~~Based~~internal oncontrol ~~this~~that ~~evaluation,~~is ~~Dr.~~less ~~Leung~~severe than ~~and~~a ~~Ms.~~material ~~Cheng~~weakness, ~~determined~~yet ~~that~~important ~~our~~enough ~~internal~~to ~~control~~merit ~~over~~attention ~~financial~~by ~~reporting was~~those ~~effective~~charged aswith ~~of December 31, 2018~~governance.

~~(c)~~Our management, ~~Changes~~with the participation and under the supervision of our Chief Executive Officer, Yulong Yang and our Chief Financial Officer, MingJing Xia, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control- Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, MingJing Xia and Yulong Yang determined that our internal control over ~~Financial~~financial ~~Reporting~~reporting was effective as of December 31, 2019.

~~We regularly~~(c) ~~review our~~Changes ~~system~~in ofInternal ~~internal~~Control ~~control~~ over ~~financial~~Financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.Reporting

~~Other than~~We regularly asreview ~~described~~our ~~above,~~system ~~there~~of ~~was no change in our~~ internal control over financial reporting ~~identified~~and inmake ~~connection~~changes ~~with~~to ~~the~~our ~~evaluation required~~processes byand ~~Rule~~systems ~~13a-15(d)~~to improve controls and ~~15d-15(d)~~increase ofefficiency, ~~the~~while ~~Exchange~~ensuring ~~Act~~ that ~~occurred~~we ~~during~~maintain ~~the~~an ~~year~~effective ~~ended~~internal ~~December~~control ~~31,~~environment. ~~2018~~Changes ~~that~~may ~~has~~include ~~materially~~such activities ~~affected,~~as orimplementing isnew, ~~reasonably~~more ~~likely~~efficient tosystems, ~~materially~~consolidating ~~affect~~activities, ~~our~~and ~~internal~~migrating ~~control over financial reporting~~processes.

~~ITEM~~Other than 9Bas –described ~~OTHER~~above, ~~INFORMATION~~there was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the year ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~None.~~ITEM 9B – OTHER INFORMATION

12None.

~~PART III~~13

ITEMTable 10of – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEContents

~~Directors and Executive~~PART ~~Officers~~III

~~The following table~~ITEM ~~sets~~10 ~~forth~~– ~~the names and ages of our directors~~DIRECTORS, ~~director~~EXECUTIVE ~~nominees,~~OFFICERS ~~and~~AND ~~executive~~CORPORATE ~~officers, the principal offices and positions with the Company held by each person as of March 23, 2019.~~GOVERNANCE

Name	Age	Position(s)
Leung Chi Wah Earnest	62	Chief Executive Officer and Chairman of Board of Directors
Cheng Sze Ki	40	Chief Financial Officer, Director and Corporate Secretary
MingJing Xia	49	Director
Yulong Yang	41	Director

Directors and Executive Officers

~~Our Board~~The offollowing ~~Directors~~table issets ~~divided~~forth ~~into~~the ~~three~~names ~~classes~~and ~~designated~~ages asof ~~Class~~our Idirectors, ~~Class~~director IInominees, and ~~Class~~executive ~~III~~officers, ~~respectively,~~the ~~with~~principal ~~each class serving~~offices ~~staggered~~and ~~three-year~~positions ~~terms.~~with ~~The text of~~ the ~~classified~~Company ~~board~~held ~~amendment~~by ~~can~~each beperson ~~found~~as ~~in Article V, Section A.2~~ of ~~our~~March ~~Amended and Restated Certificate of Incorporation~~27, ~~as amended, filed as an exhibit to our Current Report on Form 8-K filed with the Commission on November 6, 2013~~2020.

On February 2016, stockholders holding a majority of our issued and outstanding stock, acting by written consent, elected Konstantinos Alataris as the Company's sole director. Each director serves until his or her successor has been duly elected and qualified, or until the director's earlier death, resignation or removal. On February 3, 2016, our Board of Directors appointed Konstantinos Alataris as the Company's Chief Executive Officer, President and Treasurer to hold office until the election and qualification of his successor or until his earlier death, resignation or removal.

Name	Age	Position(s)

MingJing Xia	50	Director, Chairperson of the Board of Directors and Chief Financial Officer
Yulong Yang	42	Director and Chief Executive Officer
YinFook To, Tony	50	Corporate Secretary

OnOur Board ~~the~~of ~~November 14,~~Directors ~~2016,~~is ~~Dr.~~divided ~~Konstantinos~~into ~~Alataris,~~three ~~the~~classes ~~sole~~designated ~~officer~~as ~~and~~Class ~~Director~~I, ofClass ~~the~~II ~~Company,~~and ~~submitted~~Class ~~his~~III, ~~resignation~~respectively, ~~from~~with ~~all~~each ~~executive~~class ~~officer~~serving ~~positions~~staggered ~~with~~three-year ~~the~~terms. ~~Company,~~The ~~including~~text ~~Chief~~of ~~Executive~~the ~~Officer~~classified ~~and~~board ~~President,~~amendment ~~effective~~can ~~immediately,~~be ~~and~~found asin aArticle ~~member~~V, ~~of the~~Section ~~Board~~A.2 Onof ~~the~~our ~~Closing~~Amended and ~~Date,~~Restated ~~Cheng~~Certificate ~~Sze~~of KiIncorporation, ~~(Shirley)~~as ~~was~~amended, ~~appointed~~filed ~~the~~as ~~sole~~an ~~director~~exhibit ofto ~~the~~our ~~Company.~~Current ~~Following~~Report ~~such~~on ~~appointment, Ms.~~Form ~~Cheng~~8-K ~~appointed~~filed with the ~~following~~Commission on ~~officers~~November ~~and~~6, ~~directors of the Company:~~2013.

~~John~~On January H18, ~~YEUNG~~2019, ~~Chairperson of~~ the Board ~~and~~of ~~CEO~~Directors ~~CHENG,~~of ~~Sze~~the KiCompany ~~(Shirley)~~appointed ~~Chief~~Mr. ~~Financial~~MingJing ~~Officer,~~Xia ~~Director~~ and ~~Corporate~~Mr. ~~Secretary~~Yulong ~~FANG,~~Yang ~~Xihong~~as 方Directors 锡of 洪the ~~Director ZHANG, Wei Director~~Company.

~~We announced~~On ~~that~~April ~~effective January 5~~11, ~~2017~~2019, ~~John H~~Mr. ~~Yeung~~Leung ~~resigned from his positions as Chief Executive Officer~~ and ~~Chairperson~~Shirley ofCheng ~~the~~Sze ~~Board of~~Ki ~~Directors.~~tendered ~~Mr.~~their ~~Yeung~~resignations ~~remains~~from ~~a member of~~ the ~~Board~~position of Directors. Mr. ~~Yeung's~~Leung ~~resignation~~also resigned ~~was~~from ~~not~~ the ~~result~~positions of ~~any~~Chief ~~disagreement with~~Executive ~~the~~Officer ~~Company~~and onChairperson ~~any~~of ~~matter relating to~~ the ~~Company's operations, policies or practices. Also on January 5, 2017, the~~ Board of ~~Directors~~ of ~~the Company appointed Leung Chi Wah Earnest as a Director of the Company~~Directors, ~~and~~while ~~appointed~~Shirley ~~Dr.~~Cheng ~~Leung~~Sze asKi ~~Chairman of~~resigned from the ~~Board~~positions of ~~Directors. Dr. Leung was also appointed the~~ Chief ~~Executive~~Financial Officer ofand ~~the~~Corporate ~~Company~~Secretary ~~by the Board of Directors~~ on the same date. ~~Also on January 5, 2017, the Board of Directors of the Company appointed Sun Dicha as a Director of the Company.~~

On ~~March 15,~~ ~~2018,~~April ~~Mr. John H Yeung~~11, ~~Mr. Fang Xihong~~2019, Mr. ~~Zhang~~Mingjing ~~Wei~~Xia ~~and~~was ~~Mr.~~appointed ~~Sun~~as ~~Dicha,~~the ~~Directors~~Chairperson of the ~~Company~~Board ~~notified the Company~~ of ~~their intention~~Directors, toand ~~resign~~also ~~from their position as a director of~~ the ~~Company~~Chief ~~for~~Executive ~~personal reasons~~Officer, ~~Mr. John H Yeung, Mr. Fang Xihong, Mr.~~ ~~Zhang~~Chief ~~Wei~~Financial ~~and~~Officer ~~Mr. Sun Dicha s’ resignation will become effective on March 16, 2018~~ and ~~their~~Corporate ~~resignation~~Secretary ~~was not the result~~ of ~~any disagreement with~~ the Company ~~on any matter relating to the Company’s operations, policies or practices~~.

On May ~~January 18~~16, 2019, ~~the Board~~Mr. ofMingjing ~~Directors~~Xia ofresigned from the ~~Company~~position ~~appointed~~of ~~Mr.~~Company ~~MingJing~~Secretary ~~Xia~~ and Mr. ~~Yulong~~YinFook ~~Yang~~To, Tony was appointed as ~~Directors~~the Corporate Secretary of the Company.

~~We do~~On ~~not~~May ~~currently~~22, ~~intend to hold an annual meeting of stockholders until after we consummate a business transaction~~2019, ~~and~~Mr. ~~thus~~Mingjing ~~may~~Xia ~~not be~~resigned infrom ~~compliance with Section 211(b) of~~ the ~~General~~position ~~Corporation Law~~ of ~~the~~Chief ~~State~~Executive ofOfficer ~~Delaware~~and Mr. ~~Therefore,~~Yulong ifYang ~~our~~was ~~stockholders~~appointed ~~want us~~as ~~to hold an annual meeting prior to our consummation of a business transaction, they may attempt to force us to hold one by submitting~~the anChief ~~application~~Executive toOfficer ~~the Delaware Court~~ of ~~Chancery in accordance with Section 211(c) of~~ the ~~General Corporation Law of the State of Delaware~~Company.

ToWe do ~~our~~not ~~knowledge, no~~currently ~~director~~intend orto ~~executive~~hold ~~officer~~an annual meeting of ~~the~~stockholders ~~Company~~until ~~has~~after ~~been~~we ~~involved~~consummate ina ~~any~~business ~~legal~~transaction, ~~proceeding~~and ~~listed~~thus may not be in ~~Item~~compliance ~~401~~with Section 211(fb) of ~~Regulation~~the ~~S-K in~~General Corporation Law of the ~~past~~State ~~ten~~of ~~years~~Delaware. ToTherefore, if our ~~knowledge,~~stockholders want nous ~~promoter~~to orhold ~~control~~an ~~person~~annual ofmeeting ~~the~~prior ~~Company~~to ~~has~~our ~~been~~consummation ~~involved~~of ina ~~any~~business ~~legal~~transaction, ~~proceeding listed~~they inmay ~~paragraphs~~attempt ~~(1)~~to ~~through~~force ~~(6)~~us ofto ~~Item~~hold ~~401(f)~~one by ofsubmitting ~~Regulation~~an ~~S-K~~application into the ~~past~~Delaware ~~five~~Court ~~years.~~of ~~The~~Chancery ~~following~~in isaccordance awith ~~brief~~Section ~~description~~ 211(c) of the ~~business~~General ~~experience~~Corporation Law of ~~our~~the ~~current~~State ~~sole~~of ~~director and executive officer:~~Delaware.

13To our knowledge, no director or executive officer of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past ten years. To our knowledge, no promoter or control person of the Company has been involved in any legal proceeding listed in paragraphs (1) through (6) of Item 401(f) of Regulation S-K in the past five years. The following is a brief description of the business experience of our current directors and executive officers:

Earnest Leung, has over 20 years' experience in the investment banking industry. Dr. Leung is currently serves as the Network CN Inc's director since May 11, 2009, and as Chief Executive Officer and Chairperson of the Board of the Company since July 15, 2009. Since November 2004, he has worked as a financial advisor and consultant in Hong Kong and currently serves as a director of Keywin Holdings Limited, an investment company, and of Statezone Ltd, a financial consulting company owned and controlled by Dr. Leung. From June 2009 to August 2011, he also served as a director and chief executive officer of China Boon Holdings Limited, which is listed on Hong Kong Main Board engaging in the distribution of consumer electronic products and home appliances as well as trading of scrap metals and leather and extending its business to cemetery business in 2009. Prior to that, Dr. Leung served, from September 1994 to October 2004, as Senior Director and Head of Investment, Asia for American Express Bank. Dr. Leung also held various senior investment positions with BNP Paribas Bank, New Zealand Insurance and Bank of America Trust. Dr. Leung holds an honorary doctor degree from International American University. Dr. Leung was appointed as a director because of his extensive knowledge of capital markets through his various senior positions in financial institutions and because of his in-depth business management experience.14

ShirleyTable Cheng Sze Ki, has served as the Network CN Inc.'s (NWCN) Chief Financial Officer since February 2015, and she has served as NWCN's Interim Chief Financial Officer and Corporate Secretary, since April 2012. She has served as the Finance Manager of NCN Group Management Limited, NWCN's subsidiary, since March 2008. Prior to that, Ms. Cheng served from 2004 to 2008 as an auditor with PricewaterhouseCoopers, an international firm of certified public accountants. Ms. Cheng holds a Bachelor's Degree in Business Administration with a major in Accountancy from the Hong Kong Baptist University and is an associate member of the Hong Kong Institute of Certified Public Accountants.Contents

MingJing Xia is a passionate investor on blockchain and its core technology. He joined the blockchain industry in 2016 and founded ZhongAo International Holding Group Co., Ltd that same year, the company has since grown to members over 160,000 in 2018 with operation in major Asian cities such as Seoul, Hong Kong, Shanghai, Shenzhen and Chongqing. Throughout his career since 1991, Mr Xia has managed teams over 20,000, he is good at public relation. Mr Xia has been an educator and trainer for 25 years (1991-2016). Mr Xia earned his bachelor degree from Chongqing Normal University of China in June of 1991. Yulong Yang is currently the owner and director of Picasso Digital Assets Investment Management (UK) Co., Ltd which was ~~registered~~ registered (June 8, 2018) in the United Kingdom and another Picasso Digital Assets Investment company registered in Hong Kong in April 2018, he has managed over 50 IT technical personnel worldwide. Mr. Yang is also the director (since 2016) of ZhongAo International ~~Holding~~ Holding Group Co., Ltd which has operation in major Asian cities such as Seoul, Hong Kong, Shanghai, Shenzhen and Chongqing. In his recent business endeavor of blockchain and anti-counterfeiting &and traceability. During his earlier career from 2004 to 2013, Mr. Yang is a seasoned investor and good at in sales, business operation and managing teams. Mr Yang graduated from Chongqing College of Electronic Engineering of China in June 1998.

~~Compliance~~YinFook To ~~with~~Tony ~~Section~~started working on the US capital markets in recent years and is currently in the process of founding a joint US/China 16financial innovation company. He is experienced in management consulting, marketing, business development, operation and administration, having worked in Greater China for 18 years (lived in Hong Kong, Beijing, Shanghai, Shenzhen, Chongqing). He has coached CEOs of American companies and worked with them on China market entry strategies and actual implementation. Mr. To also worked on the past Beijing 2008 Olympics, got well-acquainted with major Chinese companies in China. Back in 2003, he was invited by a senior Olympic advisor to work as a consultant on the Beijing Olympic preparation with the Beijing government, the owners of the Olympic stadium, and the worldwide and local Chinese Olympic sponsors. Through his work on the Beijing Olympics, he developed high level China contacts that help him navigate the complex China network of people and policies in order to provide China market-entry services to western companies. He is a native of Nanjing China, grew up in Hong Kong and graduated from Brigham Young University-Hawaii. Mr. To served as Director/Head of Hong Kong Operation of World Organization of Governance and Competitiveness (WOGC) from 2017 to 2018, Vice President of Eastgate, Inc. from 2009 to 2017, and Project Manager of the ~~Securities~~Office ~~Exchange~~of ~~Act~~Senior Advisor of ~~1934~~Beijing 2008 Olympics from 2003 to 2007. Mr. To currently serves as a member of the board of directors for International Leaders Capital Corporation.

~~Not~~Compliance with ~~applicable.~~Section 16(a) of the Securities Exchange Act of 1934

~~Code of Ethics~~Not applicable.

~~We have not~~Code ~~adopted a written code~~ of ethics, because we believe and understand that our officers and directors adheres to and follows ethical standards without the necessity of a written policy. Additionally, due to the fact we do not have operations, adopting a code of ethics is unnecessary at this time.Ethics

~~Audit~~We have ~~Committee~~not adopted a written code of ethics, because we believe and understand that our officers and directors adheres to and follows ethical standards without the necessity of a written policy. Additionally, due to the fact we do not have operations, adopting a code of ethics is unnecessary at this time.

~~We do not currently have an audit committee.~~Audit Committee

~~Compensation~~We do ~~Committee~~not currently have an audit committee.

~~We do not currently have a compensation committee.~~Compensation Committee

14We do not currently have a compensation committee.

~~ITEM 11 - EXECUTIVE COMPENSATION~~15

AsTable of December 31, 2018, there were only two Executive Officers including Chief Executive Officer and Chief Financial Officer in the Company. The Company’s Chief Executive Officer and Chief Financial Officer during fiscal year 2018 and 2017 are set forth below:Contents

~~Name~~ITEM 11 ~~Position~~- ~~Earnest~~EXECUTIVE ~~Leung Chief Executive Officer and Chairperson of the Board Shirley Cheng Sze Ki Chief Financial Officer, Director and Corporate Secretary~~COMPENSATION

~~Summary~~As of ~~Compensation~~December ~~Table~~31, 2019, there were only two Executive Officers including Chief Executive Officer and Chief Financial Officer in the Company. The Company's Chief Executive Officer and Chief Financial Officer during fiscal year 2019 and 2018 are set forth below:

The following table sets forth information concerning all compensation awarded to, earned by or paid during fiscal year 2018 and 2017, to the Named Executive Officers:

Name	Position
MingJing Xia	Director, Chairperson of the Board and Chief Financial Officer
Yulong Yang	Director and Chief Executive Officer
Earnest Leung Chi Wah (resigned on April 11, 2019)	Former Chief Executive Officer and Chairperson of the Board
Shirley Cheng Sze Ki (resigned on April 11, 2019)	Former Chief Financial Officer, Director and Corporate Secretary

Name and Principal Position	Year	(1) Salary ($)	Bonus ($)	Stock Awards ($)	Options Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	(2) All Other Compensation ($)	Total ($)
Earnest Leung, Chief Executive Officer and Director	2018 2017	- 27,244	- -	- -	- -	- -	- -	- 769	- 28,013
Shirley Cheng Sze Ki, Chief Financial Officer, Director and Corporate Secretary	2018 2017	33,846 48,547	- -	- -	- -	- -	- -	1,692 2,000	35,538 50,547

Summary Compensation Table

~~(1)~~ The following ~~executive~~table ~~compensation~~sets ~~for~~forth ~~the~~information ~~Company’s~~concerning ~~Chief~~all ~~Executive~~compensation ~~Officer~~awarded ~~and~~to, ~~Chief~~earned ~~Financial~~by ~~Officer~~or ~~for~~paid during fiscal ~~2018~~year ~~and~~2019 ~~2017 primarily consisted of base salary only. Base salaries are reviewed annually~~ and ~~may be adjusted~~ 2018, to ~~realign~~the ~~salaries~~Named ~~with~~Executive ~~market levels after taking into account individual responsibilities, performance and experience.~~Officers:

(2) All other compensation only represents a monthly contribution paid by the Company into a mandatory provident fund for the benefit of each of the Company’s Chief Executive Officer and Chief Financial Officer.

Name and

Principal

Position

Year

(1)

Salary

($)

Bonus

($)

(3)

Stock

Awards

($)

Options

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Change in Pension and Nonqualified Deferred Compensation Earnings($)

(2)

All Other

Compensation

($)

Total

($)

MingJing Xia, Director and Chief Financial Officer

2019

2018

6,000

Yulong Yang, Director and Chief Executive Officer

2019

2018

6,000

Earnest Leung Chi Wah,

Former Chief Executive

Officer and

Director

2019

2018

Shirley Cheng Sze Ki, Former Chief

Financial Officer, Director and Corporate

Secretary

2019

2018

33,846

1,692

35,538

~~Employment Contracts~~16

TheTable Company entered into an executive employment agreement with Dr. Earnest Leung in connection with his services to the Company as our Chief Executive Officer. Under the terms of the agreement, Dr. Leung will receive a monthly salary of HK$50,000 (approximately $6,410) and on May 1, 2017, Dr. Leung agreed to withheld his salary. Shirley Cheng Sze Ki was appointed as the Company’s Chief Financial Officer and is entitled to a monthly salary of HK$40,000 (approximately $5,128) and on July 1, 2017, the Company and Ms Cheng agreed to reduce the salary to HK$22,000 (approximately $2,821). The employment may be terminated by the Company at any time without notice or payment, in the event that any of the executives engage in misconduct or dereliction of duty.Contents

Option/SAR Grants

	(1)	The executive compensation for the Company's Chief Executive Officer and Chief Financial Officer for fiscal year of 2018 primarily consisted of basic salary only. Basic salaries are reviewed annually and may be adjusted to realign salaries with market levels after taking into account individual responsibilities, performance and experience.
	(2)	All other compensation only represents a monthly contribution paid by the Company into a mandatory provident fund for the benefit of each of the Company's Chief Executive Officer and Chief Financial Officer.
	(3)	On June 21, 2019, the Company passed a unanimous written consent of the Board of Directors to issue 1,000,000 and 1,000,000 common shares to Mr. MingJing Xia ("Mr. Xia") and Mr. Yulong Yang ("Mr. Yang"), respectively. These shares were issued on the same date to Mr. Xia for his service in the capacity of Chief Financial Officer and Chairperson of the Board, and issued to Mr. Yang for his service in the capacity of Chief Executive Officer and member of the Board, for their first year's services commencing from 1 July 2019. Both of Mr. Xia and Mr. Yang are entitled to a monthly salary of $1,000 during this period.

~~We do not currently have a stock~~Employment option plan. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or directors since we were founded.Contracts

~~Long-Term~~The Company ~~Incentive~~entered ~~Plans~~into an executive employment agreement with Mr. Leung in connection with his services to the Company as our Chief Executive Officer. Under the terms of the agreement, Mr. Leung will receive a monthly salary of HK$50,000 (approximately $6,410) and on May 1, 2017, Mr. Leung agreed to withheld his salary. Shirley Cheng Sze Ki was appointed as the Company's Chief Financial ~~Awards~~Officer and is entitled to a monthly salary of HK$40,000 (approximately $5,128) and on July 1, 2017, the Company and Ms Cheng agreed to reduce the salary to HK$22,000 (approximately $2,821). The employment may be terminated by the Company at any time without notice or payment, in the event that any of the executives engage in misconduct or dereliction of duty. No salaries were paid to Mr. Leung and Shirley Cheng Sze Ki in fiscal year of 2019.

WeOn June do21, ~~not~~2019, ~~have~~the ~~any~~Company ~~long-term~~passed ~~incentive plans~~a ~~that~~unanimous ~~provide~~written ~~compensation~~consent ~~intended~~of the Board of Directors to ~~serve~~issue as1,000,000 ~~incentive~~and ~~for~~1,000,000 ~~performance~~common shares to Mr. NoMingJing ~~individual~~Xia ~~grants~~("Mr. orXia") ~~agreements~~and ~~regarding~~Mr. ~~future~~Yulong Yang ("Mr. Yang"), respectively. These shares were ~~payouts~~issued ~~under~~on ~~non-stock~~the ~~price-based~~same ~~plans~~date ~~have~~to ~~been~~Mr. ~~made~~Xia for his service in the capacity of Chief Financial Officer and Chairperson of the Board, and issued to ~~any~~Mr. ~~executive~~Yang ~~officer~~for orhis ~~any~~service ~~director~~in orthe ~~any~~capacity ~~employee~~of orChief ~~consultant~~Executive Officer and member of the Board, for their first year's ~~since~~services ~~our~~commencing ~~inception;~~from ~~accordingly~~1 July 2019. Both of Mr. Xia and Mr. Yang are entitled to a monthly salary of $1,000 noduring ~~future~~this ~~payouts~~period. In ~~under~~connection ~~non-~~with these stock ~~price-based~~grants ~~plans~~and orin ~~agreements~~accordance ~~have~~with ~~been~~ASC ~~granted~~Topic or718, ~~entered~~the Company recognized $12,000 of non-cash stock-based ~~into~~compensation orincluded ~~exercised~~in bygeneral ~~any~~and ofadministrative ~~the~~expenses ~~officers~~on orthe ~~directors~~consolidated orstatements ~~employees~~of oroperations ~~consultants~~for ~~since~~the weyear ~~were~~ended ~~founded~~December 31, 2019.

~~Compensation of Directors~~Option/SAR Grants

15We do not currently have a stock option plan. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or directors since we were founded.

~~Overview~~Long-Term Incentive Plans and Awards

~~All~~We do ~~the~~not have any long-term incentive plans that provide compensation ~~packages~~intended to serve as incentive for ~~each~~performance. ofNo individual ~~directors~~grants ~~are~~or ~~approved~~agreements byregarding ~~the~~future ~~Board~~payouts ofunder ~~Directors. The~~non-stock ~~following~~price-based ~~table~~plans ~~provides~~have ~~information~~been ~~about~~made ~~the~~to ~~compensation~~any ~~earned~~executive officer or any director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by any of the officers or directors ~~who~~or ~~served~~employees ~~during~~or ~~fiscal~~consultants ~~year~~since we ~~2018:~~were founded.

Name of director(3)	Fees Earned or Paid(1) in Cash ($)			Stock Awards(2) ($)		Option Awards ($)	Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings($)		All Other Compensation ($)			Total ($)
Earnest Leung		12,000	-		-			-		-		-	12,000
Shirley Cheng		-	-		-			-		-		-	-

______Table of Contents

~~(1)~~ Compensation ~~For the service periods from January 2018 to December 2018, both the Chairperson~~ of ~~the Board were entitled to a monthly cash compensation of $1,000.~~Directors

(2) As required by SEC rules, amounts in the column “Stock Awards” present the aggregate grant date fair value of awards made each year computed in accordance with ASC Topic 718. The grant date fair value of each of the directors’ award is measured based on the closing price of our common stock on the date of grant. These amounts do not reflect whether the recipient has actually realized or will realize a financial benefit from the awards. Under generally accepted accounting principles, compensation expense with respect to stock awards granted to our employees, executives and directors is generally recognized over the requisite services period.Overview

~~Potential~~All the ~~Payments~~compensation ~~upon~~packages ~~Termination~~for each of the directors are approved by the Board of Directors. The following table provides orinformation ~~Change-in~~about ~~Control~~the compensation earned by directors who served during fiscal year 2019:

The employment agreements with current Named Executives may be terminated by giving the other party one-month advanced notice. Other than as disclosed above, the Company does not have change-in-control arrangements with any of its current Named Executives, and the Company is not obligated to pay severance or other enhanced benefits to executive officers, unless otherwise stated in Hong Kong Employment Ordinance, upon termination of their employment. Accordingly, there is no potential payments payable to our current Named Executive Officers upon termination or change-in control.

Name of director	Fees Earned or Paid in Cash ⁽¹⁾ ($)	Stock Awards ⁽²⁾ ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)


MingJing Xia	-	6,000	-	-	-	-	6,000

Yulong Yang	-	6,000	-	-	-	-	6,000

Earnest Leung Chi Wah	-	-	-	-	-	-	-

Shirley Cheng Sze Ki	-	-	-	-	-	-	-

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

	(1)	No directors were entitled to any monthly cash compensation during the fiscal year ended December 31, 2019.

	(2)	As required by SEC rules, amounts in the column "Stock Awards" represent the aggregate grant date fair value of awards made each year computed in accordance with ASC Topic 718. The grant date fair value of each of the directors' award is measured based on the closing price of our common stock on the date of grant. These amounts do not reflect whether the recipient has actually realized or will realize a financial benefit from the awards. Under generally accepted accounting principles, compensation expense with respect to stock awards granted to our employees, executives and directors is generally recognized over the requisite services period.

~~The~~Potential ~~following~~Payments ~~table~~upon ~~sets~~Termination ~~forth, as of March 23, 2019, certain information with respect to the Company's equity securities owned of record~~ or ~~beneficially~~Change-in by (i) each Officer and Director of the Company; (ii) each person who owns beneficially more than 5% of each class of the Company's outstanding equity securities; and (iii) all Directors and Executive Officers as a group. Control

16The employment agreements with current Named Executives may be terminated by giving the other party one-month advanced notice. Other than as disclosed above, the Company does not have change-in-control arrangements with any of its current Named Executives, and the Company is not obligated to pay severance or other enhanced benefits to executive officers, unless otherwise stated in Hong Kong Employment Ordinance, upon termination of their employment. Accordingly, there is no potential payments payable to our current Named Executive Officers upon termination or change-in control.

Title of Class	Name and Address of Beneficial Owner	Nature of Beneficial Ownership	Number of Shares	Percent of Class (1)	Percent of Total Voting Control of Company
Common Stock	Leung Chi Wah Earnest	Chief Executive Officer and Chairman of Board of Directors	-	0%	0%
Common Stock	Cheng Sze Ki	Chief Financial Officer, Secretary and Director		0%	0%
Common Stock	MingJing Xia	Director	-	0%	0%
Common Stock	Yulong Yang	Director	-	0%	0%
Common Stock	All Directors and Officers		-	-	-
Common Stock	Cihan Huang, 21/F, One Harbour Square, No.181, Hoi Bun Road, Kwun Tong, Hong Kong	5% + Shareholder	1,403,780	11.67%	11.67%
Common Stock	Jingzhi Yang, Room 1003, No.159 Tingyuan Road, Dajiating Garden, Haizhu District,Guangzhou,Guangdong, PRC	5% + Shareholder	1,002,700	8.33%	8.33%
Common Stock	Meile Zhou, 2A-6, City Shangu, Tonggu Road, Nanshan District, Shenzhen, Guangdong, PRC	5% + Shareholder	1,203,240	10.00%	10.00%
Common Stock	Wong Wing Kong, Room 1002, 5th Building, Quanhai Garden, Xin Zhou Road, Futian District, Shenzhen, Guangdong, PRC	5% + Shareholder	1,202,273	9.991%	9.991%
Common Stock	Wing Yan Sharon Lo, Flat B, 20/F, BayviewPark, Chai Wan, Hong Kong.	5% + Shareholder	701,890	5.83%	5.83%
Common Stock	Yuk Chor Wong, Flat 7C, 114 Broadway, Mei Foo Sun Chuen, Kowloon, Hong Kong.	5% + Shareholder	1,202,500	9.99%	9.99%
Common Stock	Yun-Qiu Ouyang, Room 22, 6th Street, Cuishan Lantian Garden, HuaNan Country Garden, Panyu District， Guangzhou, Guangdong, PRC	5% + Shareholder	601,620	5.00%	5.00%
Common Stock	Tu Shen Sheng, 53 Bulkeley Street, Hung Hom, Kowloon, Hong	5% + Shareholder	1,197,000	9.95%	9.95%
Common Stock	Total Shares Owned by Persons Named above		8,914,003	74.08	74.08%

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~(1)~~The following ~~Based~~table onsets 12forth,~~032,400~~ ~~shares outstanding~~ as of March 2327, ~~2019.~~2020, ~~Shares~~certain ofinformation ~~common~~with ~~stock~~respect ~~subject~~ to ~~options~~the orCompany's ~~warrants~~equity ~~currently~~securities ~~exercisable,~~owned of record or ~~exercisable~~beneficially ~~within~~by 60(i) ~~days,~~each ~~are~~Officer ~~deemed~~and ~~outstanding~~Director ~~for purposes~~ of ~~computing~~ the ~~percentage~~Company; of(ii) ~~the~~each person ~~holding~~who ~~such~~owns ~~options~~beneficially ormore ~~warrants,~~than ~~but~~5% ~~are~~of each ~~not~~class ~~deemed~~of the Company's outstanding ~~for~~equity ~~the~~securities; ~~purposes~~and of(iii) ~~computing~~all ~~the~~Directors ~~percentage~~and ofExecutive ~~any~~Officers ~~other~~as ~~person~~a group.

We are 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.18

17Table of Contents

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Title of Class	Name and Address of Beneficial Owner	Nature of Beneficial Ownership	Number of Shares	Percent of Class (1)	Percent of Total Voting Control of Company
Common Stock	Earnest Leung Chi Wah	Former Chief Executive Officer and Chairperson of Board of Directors	-	0%	0%

Common Stock	Shirley Cheng Sze Ki	Former Chief Financial Officer, Corporate Secretary and Director	-	0%	0%

Common Stock	MingJing Xia	Director and Chief Financial Officer	1,000,000	7.13%	7.13%

Common Stock	Yulong Yang	Director and Chief Executive Officer	1,000,000	7.13%	7.13%

Common Stock	All Directors and Officers		2,000,000	14.26%	14.26%

Common Stock	Cihan Huang, 21/F, One Harbour Square, No.181, Hoi Bun Road, Kwun Tong, Hong Kong	5% + Shareholder	1,403,780	10.00%	10.00%
Common Stock	Jingzhi Yang, Room 1003, No.159 Tingyuan Road, Dajiating Garden, Haizhu District, Guangzhou, Guangdong, PRC	5% + Shareholder	1,002,700	7.15%	7.15%
Common Stock	Meile Zhou, 2A-6, City Shangu, Tonggu Road, Nanshan District, Shenzhen, Guangdong, PRC	5% + Shareholder	1,203,240	8.57%	8.57%
Common Stock	Wong Wing Kong, Room 1002, 5th Building, Quanhai Garden, Xin Zhou Road, Futian District, Shenzhen, Guangdong, PRC	5% + Shareholder	1,601,273	11.41%	11.41%
Common Stock	Wing Yan Sharon Lo, Flat B, 20/F, Bayview Park, Chai Wan, Hong Kong	5% + Shareholder	701,890	5.00%	5.00%
Common Stock	Yuk Chor Wong, Flat 7C, 114 Broadway Street, Mei Foo Sun Chuen, Kowloon, Hong Kong	5% + Shareholder	1,202,500	8.57%	8.57%
Common Stock	Tu Shen Sheng, 53 Bulkeley Street, Hung Hom, Kowloon, Hong Kong	5% + Shareholder	1,197,000	8.53%	8.53%

Common Stock	Total Shares Owned by Persons Named above		10,312,383	73.49%	73.49%

We(1) ~~have not~~Based ~~entered~~on ~~into~~14,032,400 ~~any~~shares ~~material~~outstanding ~~transactions~~as ~~or series~~ of ~~transactions~~March ~~that~~27, ~~would~~2020. beShares ~~considered~~of ~~material~~common instock ~~which~~subject ~~any~~to ~~director~~options or ~~executive~~ ~~officer~~warrants currently exercisable, or ~~beneficial~~exercisable ~~owner~~within of60 5%days, orare ~~more~~deemed outstanding for purposes of ~~any~~computing ~~class~~the percentage of ~~our~~the ~~capital~~person ~~stock,~~holding such options or ~~any~~warrants, ~~immediate~~but ~~family~~are ~~member~~not ofdeemed ~~any~~outstanding of for the ~~preceding~~purposes ~~persons,~~of ~~had~~computing athe ~~direct~~percentage orof ~~indirect~~any ~~material~~other ~~interest.~~person

We are do not ~~have~~aware aof ~~written~~any ~~policy~~person ~~concerning the~~who ~~review~~owns of record, ~~approval~~or is known to own beneficially, five percent or ~~ratification~~more of ~~transactions~~the ~~with~~outstanding ~~related~~securities of ~~persons~~any class of the issuer, other than as set forth above. There are no classes of stock other than common stock issued or outstanding.

~~ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES~~19

TheTable following table sets forth the aggregate fees billed for each of the fiscal years ended December 31, 2018 and 2017 for: (i) professional services rendered by our principal accountant for the independent audit of our annual consolidated financial statements and review of consolidated financial statements included in our Quarterly Reports on Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not included in the professional services described in clause (i) above; (iii) professional services rendered by the principal accountant for tax compliance, tax advice and tax planning; and (iv) products and services provided by the principal accountant that are not included in the services described in clauses (i) through (iii) above. The Company appointed Union Power HK CPA Limited to audit the annual consolidated financial statements for the fiscal year ended December 31, 2018 and 2017, having reviewed the company's consolidated financial statements for the quarters ended March 31, June 30 and September 30, 2018 and 2017.Contents

~~Year~~ITEM 13 ~~Ended~~- ~~December 31~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

	2018		2017
Audit Fees	$	21,000	$	20,359
Audit-Related Fees	$	-	$	-
Tax Fees	$	-	$	-
All Other Fees	$	-	$	-

We have not entered into any material transactions or series of transactions that would be considered material in which any director or executive officer or beneficial owner of 5% or more of any class of our capital stock, or any immediate family member of any of the preceding persons, had a direct or indirect material interest.

~~All~~We do ofnot ~~the~~have ~~fees~~a ~~described~~written ~~above~~policy ~~for~~concerning the ~~years ended December 31~~review, ~~2018 and 2017~~approval, ~~were~~or ~~approved~~ratification byof ~~the~~transactions ~~Board~~with ofrelated ~~Directors~~persons.

18ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES

~~PART~~The following IVtable sets forth the aggregate fees billed for each of the fiscal years ended December 31, 2019 and 2018 for: (i) professional services rendered by our principal accountant for the independent audit of our annual consolidated financial statements and review of consolidated financial statements included in our Quarterly Reports on Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not included in the professional services described in clause (i) above; (iii) professional services rendered by the principal accountant for tax compliance, tax advice and tax planning; and (iv) products and services provided by the principal accountant that are not included in the services described in clauses (i) through (iii) above. The Company appointed Union Power HK CPA Limited to audit the annual consolidated financial statements for the fiscal year ended December 31, 2019 and 2018, having reviewed the company's consolidated financial statements for the quarters ended March 31, June 30 and September 30, 2019 and 2018.

~~ITEM 15 -~~Year ~~EXHIBITS,~~Ended ~~FINANCIAL~~December ~~STATEMENT SCHEDULES~~31,

(a)(1) Financial Statements

	2019		2018
Audit Fees	$	21,800	$	21,000
Audit-Related Fees	$	-	$	-
Tax Fees	$	-	$	-
All Other Fees	$	-	$	-

~~For~~All of ~~consolidated~~the ~~financial~~fees ~~statements~~described ~~and~~above ~~footnotes filed~~for asthe ~~part~~years ofended ~~this~~December ~~Annual Report~~31, ~~see~~2019 ~~the~~and ~~Index~~2018, towere ~~Consolidated~~approved ~~Financial~~by ~~Statements~~the ~~beginning~~Board ~~on page F-1~~ of ~~this Annual Report~~Directors.

~~(a)(2) Financial Statement Schedules~~20

WeTable doof not have any financial statement schedules required to be supplied under this Item.Contents

~~(a)(3) Exhibits~~PART IV

~~Refer~~ITEM 15 to- ~~(b)~~EXHIBITS, ~~below.~~FINANCIAL STATEMENT SCHEDULES

(b)	Exhibits
3.1 (1)		Amended and Restated Certificate of Incorporation of Zosano, Inc. filed with the Secretary of State of the State of Delaware on September 24, 2013
3.2 (1)		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Zosano, Inc. filed with the Secretary of State of the State of Delaware on October 1, 2013
3.3 (1)		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Zosano, Inc. filed with the Secretary of State of the State of Delaware on October 11, 2013
3.4 (1)		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Zosano, Inc. filed with the Secretary of State of the State of Delaware on October 17, 2013
3.5		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Zosano, Inc. filed with the Secretary of State of the State of Delaware on December 15, 2016
3.5 (2)		Bylaws of Zosano, Inc.
10.1 (1)		Stock Purchase Agreement dated as of October 31, 2013 by and between Zosano, Inc. and ZP Holdings, Inc
10.2(3)		Share Exchange Agreement as of January 5, 2017 by and between J.E.M. Capital, Inc., Essential Element Limited and the shareholders of Essential Element Limited
31.1*		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2*		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1*		Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema Document
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		XBRL Extension Definition Linkbase Document
101.LAB**		XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

(a)(1) Financial Statements

*For consolidated ~~Filed~~financial ~~herewith~~statements and footnotes filed as part of this Annual Report, see the Index to Consolidated Financial Statements beginning on page F-1 of this Annual Report.

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of (a ~~registration statement or prospectus for purposes~~)(2) ofFinancial ~~Sections~~Statement ~~11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.~~Schedules

~~(1)~~We do ~~Incorporated~~not byhave ~~reference~~any ~~from~~financial ~~our~~statement ~~Current~~schedules ~~Report~~required onto ~~Form~~be ~~8-K~~supplied ~~filed~~under ~~with~~this ~~the Commission on November 6, 2013~~Item.

(2a) ~~Incorporated by reference from our Registration Statement on Form S-1 filed with the Commission on January 23, 2012.~~(3) Exhibits

Refer to (3b) ~~Incorporated by reference from our Current Report on Form 8-K filed with the Commission on December 5, 2016~~below.

ITEM 16 - FORM 10-K SUMMARY

(b)	Exhibits
3.1 ⁽¹⁾		Amended and Restated Certificate of Incorporation of Zosano, Inc. filed with the Secretary of State of the State of Delaware on September 24, 2013

3.2 ⁽¹⁾		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Zosano, Inc. filed with the Secretary of State of the State of Delaware on October 1, 2013

3.3 ⁽¹⁾		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Zosano, Inc. filed with the Secretary of State of the State of Delaware on October 11, 2013

3.4 ⁽¹⁾		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Zosano, Inc. filed with the Secretary of State of the State of Delaware on October 17, 2013

3.5 ⁽⁴⁾		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Zosano, Inc. filed with the Secretary of State of the State of Delaware on December 15, 2016

3.5 ⁽²⁾		Bylaws of Zosano, Inc.

10.1 ⁽¹⁾		Stock Purchase Agreement dated as of October 31, 2013 by and between Zosano, Inc. and ZP Holdings, Inc

10.2 ⁽³⁾		Share Exchange Agreement as of January 5, 2017 by and between J.E.M. Capital, Inc., Essential Element Limited and the shareholders of Essential Element Limited

31.1*		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2*		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.1*		Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**		XBRL Instance Document

101.SCH**		XBRL Taxonomy Extension Schema Document

101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**		XBRL Extension Definition Linkbase Document

101.LAB**		XBRL Taxonomy Extension Label Linkbase Document

101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

~~None~~* Filed herewith.

19** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.

SIGNATURES

	(1)	Incorporated by reference from our Current Report on Form 8-K filed with the Commission on November 6, 2013.
	(2)	Incorporated by reference from our Registration Statement on Form S-1 filed with the Commission on January 23, 2012.
	(3)	Incorporated by reference from our Current Report on Form 8-K filed with the Commission on December 5, 2016.
	(4)	Incorporated by reference from our Current Report on Form 8-K filed with the Commission on March 16, 2017.

~~In accordance with Section 13 or 15(d) of the~~ITEM ~~Exchange~~16 ~~Act,~~- ~~the~~FORM ~~registrant~~10-K ~~caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~SUMMARY

Dated: April 1, 2019		J.E.M. Capital Inc.
	By:	/s/ Earnest Leung
		Earnest Leung
		Chief Executive Officer
		(Principal Executive Officer)

None.

Dated: April 1, 2019
	By:	/s/ Cheng Sze Ki
		Cheng Sze Ki
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

PowerTable of AttorneyContents

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Earnest Leung and Sze Ki Cheng, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or substitute or substitutes may do or cause to be done by virtue hereof.SIGNATURES

~~Pursuant~~In accordance towith ~~the~~Section ~~requirements~~ 13 or 15(d) of the ~~Securities~~ Exchange Act, ofthe ~~1934,~~registrant caused this report ~~has~~to ~~been~~be signed ~~below by the following persons~~ on its behalf ofby the ~~registrant~~undersigned, ~~and~~thereunto induly ~~the capacities and on the dates indicated:~~authorized.

Name /s/ Earnest Leung	Title Chief Executive Officer and Director	Date April 1, 2019
Dated: March 27, 2020		J.E.M. Capital, Inc.
Earnest Leung	(Principal Executive Officer)
	By:	/s/ Yulong Yang
/s/ Sze Ki Cheng	Chief Financial Officer and Director	April 1, 2019
		Yulong Yang
Sze Ki Cheng	(Principal Financial and Accounting Officer)
		Chief Executive Officer
/s/ MingJing Xia	Director	April 1, 2019
		(Principal Executive Officer)
MingJing Xia
/s/ Yulong Yang	Director	April 1, 2019
Yulong Yang

Dated: March 27, 2020


	By:	/s/ MingJing Xia
		MingJing Xia
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

~~J.E.M.~~Power of ~~CAPITAL, INC.~~Attorney

~~INDEX~~KNOW ALL TOPERSONS ~~CONSOLIDATED~~BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Yulong Yang and MingJing ~~FINANCIAL~~Xia, ~~STATEMENTS~~his ~~DECEMBER~~attorneys-in-fact, 31each with the power of substitution, ~~2018~~for him in any and all capacities, to sign any amendments to this report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or substitute or substitutes may do or cause to be done by virtue hereof.

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2018 and 2017	F-3
Consolidated Statements of Operations for the Years Ended December 31, 2018 and 2017	F-4
Consolidated Statement of Stockholders' Deficit for the Years Ended December 31, 2018, and 2017	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018 and 2017	F-6
Notes to Consolidated Financial Statements	F-7

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

F-1

Name /s/ Yulong Yang	Title Chief Executive Officer and Director	Date March 27, 2020
Yulong Yang	(Principal Executive Officer)
/s/ MingJing Xia	Chief Financial Officer and Director	March 27, 2020
MingJing Xia	(Principal Financial and Accounting Officer)

~~Report of Independent Registered Public Accounting Firm~~22

TheTable Board of Directors and Stockholders of:Contents

J.E.M. ~~Capital~~ CAPITAL, ~~Inc~~INC.

~~Opinion~~INDEX TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2019

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

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Financial Statements

Consolidated Balance Sheets as of December 31, 2019 and 2018	F-3

Consolidated Statements of Operations for the Years Ended December 31, 2019 and 2018	F-4

Consolidated Statement of Stockholders' Deficit for the Years Ended December 31, 2019, and 2018	F-5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2019 and 2018	F-6

Notes to Consolidated Financial Statements	F-7

~~Basis for Opinion~~F-1

TheseTable consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated 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 U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Contents

~~We conducted our audits in accordance~~Report ~~with the standards~~ of ~~the~~Independent ~~PCAOB.~~Registered ~~Those~~Public ~~standards~~Accounting require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatements, 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 audit 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.Firm

~~Our audits included performing procedures~~To ~~to assess~~ the ~~risks~~Board of ~~material~~Directors ~~misstatement of the consolidated financial statements, whether due to error or fraud,~~ and ~~performing procedures~~Stockholders that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated 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 consolidated financial statements. We believe that our audits provide reasonable basis for our opinion.~~

~~Going~~J.E.M. Capital, ~~Concern~~Inc.

~~The accompanying consolidated financial~~Opinion ~~statements~~on ~~have been prepared assuming that~~ the ~~Company~~Consolidated ~~will~~Financial continue as a going concern. The Company has incurred net losses of $87,413 and $160,418 for the years ended December 31, 2018 and 2017, respectively. Additionally, the Company used net cash in operating activities of $47,947 and $149,189 for the years ended December 31, 2018 and 2017, respectively. As of December 31, 2018 and 2017, the Company recorded stockholders’ deficit of $110,160 and $22,747, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans concerning these matters are described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Statements

~~UNION~~We have ~~POWER~~audited HKthe ~~CPA~~accompanying ~~LIMITED~~consolidated balance sheets of J.E.M. Capital, Inc. and its subsidiaries (collectively referred to as the "Company") as of December 31, 2019 and 2018, and the related consolidated statements of operations, stockholders' deficit and cash flows for each of the two years in the period ended December 31, 2019, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2019 and 2018, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2019, in conformity with the accounting principles generally accepted in the United States of America.

~~Certified~~Basis for ~~Public Accountants~~Opinion

WeThese consolidated ~~have~~financial ~~served~~statements asare the responsibility of the Company’'s management. Our responsibility is to express an ~~auditor~~opinion ~~since~~on ~~2017~~the Company's consolidated 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 U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~Hong~~We conducted ~~Kong~~our ~~SAR~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatements, 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 audit 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 1included ~~April 2019~~performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide reasonable basis for our opinion.

~~F-2~~Going Concern

JThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.E The Company has incurred net losses of $34,296 and $$87,413 for the years ended December 31, 2019 and 2018, respectively.M Additionally, the Company used net cash in operating activities of $25,650 and $47,947 for the years ended December 31, 2019 and 2018, respectively. As ~~CAPITAL~~of ~~INC~~December 31, 2019 and 2018, the Company recorded stockholders' deficit of $120,456 and $110,160, respectively. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~CONSOLIDATED~~UNION POWER ~~BALANCE~~HK ~~SHEETS~~CPA LIMITED

		December 31,
		2018			2017
ASSETS
Current assets:
Cash	$	164		$	166
Deposit		-			550
Total current assets		164			716
Equipment, Net		496			996
Total assets	$	660		$	1,712
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	62,875		$	24,459
Due to shareholder		47,945
Total current liabilities		110,820			24,459
Total liabilities		110,820			24,459
Commitments and contingencies		-			-
Stockholders' deficit:
Preferred stock, par value $0.0001 per share, 5,000,000 shares authorized as of December 31, 2018 and December 31, 2017; none issued or outstanding as of December 31, 2018 and December 31, 2017		-			-
Common stock, $0.0001 par value; 195,000,000 shares authorized as of December 31, 2018 and 2017, 12,032,400 shares and 12,032,400 shares issued and outstanding as of December 31, 2018 and 2017		1,203			1,203
Additional paid-in capital		301,268			301,268
Accumulated deficit		(412,631	)		(325,218	)
Total stockholders' deficit		(110,160	)		(22,747	)
Total liabilities and stockholders' deficit	$	660		$	1,712

Certified Public Accountants

~~The accompanying notes are~~We anhave ~~integral~~served ~~part~~as ofthe ~~these~~Company's ~~consolidated~~auditor ~~financial~~since ~~statements~~2017.

~~F-3~~Hong Kong SAR

~~J.E.M.~~March 27, ~~CAPITAL INC.~~2020

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~F-2

	Year Ended December 31,
	2018	2017
Operating expense:
General and administrative	$ 87,413	$ 160,418
Total operating expense	87,413	160,418
Loss before provision for income taxes	(87,413)	(160,418)
Provision for income taxes	-	-
Net loss	$ (87,413)	$ (160,418)
Net loss per common share - basic and diluted	$ (0.00)	$ (0.00)
Weighted average number of common shares outstanding - basic and diluted	12,032,400	12,004,929

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

~~F-4~~CONSOLIDATED BALANCE SHEETS

J.E.M. CAPITAL INC.

	December 31,		December 31,
	2019		2018
ASSETS
Current assets:
Cash	$	-	$	164
Prepaid expenses		12,000		-
Total current assets		12,000		164

Equipment, net		-		496

Total assets	$	12,000	$	660
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	59,025	$	62,875
Due to shareholders		73,431		47,945
Total current liabilities	$	132,456	$	110,820

Total liabilities	$	132,456	$	110,820

Commitments and contingencies		-		-

Stockholders' deficit:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; no shares issued or outstanding as of December 31, 2019 and 2018
Common stock, $0.0001 par value; 195,000,000 shares authorized, 14,032,400 shares and 12,032,400 shares issued and outstanding as of December 31, 2019 and 2018		1,403		1,203
Additional paid-in capital		325,068		301,268
Accumulated deficit		(446,927)		(412,631)
Total stockholders' deficit		(120,456)		(110,160)

Total liabilities and stockholders' deficit	$	12,000	$	660

~~CONSOLIDATED~~The accompanying ~~STATEMENTS~~notes OFare ~~STOCKHOLDERS' DEFICIT~~an integral part of these consolidated financial statements.

	Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			(Deficit)
Balance - December 31, 2016		10,027,000	$	1,003	$	154,097	$	(164,800	)	$	(9,700	)
Issued shares		2,005,400		200		-		-			200
Contribution from stockholders		-		-		147,171		-			147,171
Net loss		-		-		-		(160,418	)		(160,418	)
Balance - December 31, 2017		12,032,400		1,203		301,268		(325,218	)		(22,747	)
Net loss		-		-		-		(87,413	)		(87,413	)
Balance - December 31, 2018		12,032,400	$	1,203	$	301,268	$	(412,631	)	$	(110,160	)

F-3

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

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

~~J.E.M.~~CONSOLIDATED STATEMENTS ~~CAPITAL~~OF ~~INC.~~OPERATIONS

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2019		2018
Operating expense:
General and administrative	$	34,296	$	87,413
Total operating expense		34,296		87,413

Loss before provision for income taxes		(34,296)		(87,413)

Provision for income taxes		-		-

Net loss	$	(34,296)	$	(87,413)

Net loss per common share - basic and diluted	$	(0.003)	$	(0.007)
Weighted average number of common shares outstanding - basic and diluted		13,095,414		12,032,400

~~FOR~~The accompanying ~~THE~~notes ~~YEARS~~are ~~ENDED~~an ~~DECEMBER~~integral ~~31,~~part ~~2018~~of ~~AND 2017~~these consolidated financial statements.

	Year Ended December 31,
	2018			2017
Operating activities:
Net loss	$	(87,413	)	$	(160,418	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		500			1,133
Changes in assets and liabilities
Decrease in deposit		550			-
Increase in accounts payable and accrued liabilities		38,416			10,096
Net cash used in operating activities		(47,947	)		(149,189	)
Investing activities:
Proceeds from disposal of fixed assets		-			2,633
Purchase of equipment		-			(449	)
Net cash generated from investing activities		-			2,184
Financing activities:
Contribution from stockholders		-			147,171
Advance from shareholder		47,945			-
Net cash generated from financing activities		47,945			147,171
Net (decrease) increase in cash		(2	)		166
Cash – beginning of year		166			-
Cash – end of year	$	164		$	166
Supplemental disclosure: Cash paid during the year for: Interest	$	-		$	-
Interest taxes	$	-			-

F-4

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

~~F-6~~J.E.M. CAPITAL, INC.

~~J.E.M.~~CONSOLIDATED STATEMENTS ~~CAPITAL~~OF ~~INC.~~STOCKHOLDERS' DEFICIT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Common Stock			Additional Paid-in		Accumulated		Total Stockholders'
	Shares	Amount		Capital		Deficit		(Deficit)
Balance - December 31, 2017	12,032,400	$	1,203	$	301,268	$	(325,218)	$	(22,747 )
Net loss	-		-		-		(87,413)		(87,413)
Balance - December 31, 2018	12,032,400		1,203		301,268		(412,631)		(110,160)
Issue of shares for share based compensation	2,000,000		200		23,800		-		24,000
Net loss	-		-		-		(34,296)		(34,296)
Balance - December 31, 2019	14,032,400	$	1,403	$	325,068	$	(446,927)	$	(120,456)

1.The accompanying ~~Organization~~notes ~~and~~are ~~principal~~an ~~activities~~integral part of these consolidated financial statements.

~~Nature of Operations~~F-5

J.E.M.Table Capital Inc. (the "Company") has limited operations. The Company was incorporated under the laws of the State of Delaware on September 14, 2011.Contents

~~On October 31, 2013, the Company entered into a Stock Purchase Agreement (the "Purchase Agreement") with Zosano Pharma Corporation, formerly known as ZP Holdings, Inc~~J.~~, a Delaware corporation (Zosano Pharma), pursuant to which the Company issued and sold to Zosano Pharma 10,016,973 shares of the Company common stock, $0~~E.~~0001 par value, for an aggregate cash purchase price of $365,000~~M. ~~As a result of the issuance~~ ~~and sale of the Company's common stock to Zosano Pharma pursuant to the Purchase Agreement~~CAPITAL, ~~a change in control of the Company occurred (in which Zosano Pharma acquired control of the Company)~~INC. Immediately following the change in control transaction, 10,027,000 shares of the Company's Common Stock were issued and outstanding. The 10,016,973 shares of common stock issued and sold to Zosano Pharma pursuant to the Purchase Agreement represent approximately 99.9% of the Company's issued and outstanding common stock.

~~On November 14, 2016, Zosano~~CONSOLIDATED ~~Phama~~STATEMENTS ~~entered~~OF ~~into~~CASH Stock Purchase Agreements with eighteen (18) foreign investors (the "New Shareholders"), pursuant to which Zosano Pharma sold an aggregate of 10,016,973 shares of common stock of Zosano, Inc. or approximately 99.9% of the issued and outstanding common stock of the Company, to the New Shareholders.FLOWS

~~On January 5, 2017, the Company~~FOR ~~entered~~THE ~~into~~YEARS aENDED ~~Share~~DECEMBER ~~Exchange Agreement (the "Agreement") with Essential Elements Limited~~31, a2019 ~~British~~AND Virgin Islands company ("ESEL"), and Leung Chi Wah Earnest, the principal shareholder of ESEL, pursuant to which the Company issued an aggregate of 2,005,400 shares of common stock, or approximately 17% of the issued and outstanding common stock of the Company, to Mr. Leung in exchange for 100% of the issued and outstanding shares of ESEL. ESEL owns all of the issued and outstanding shares of J.E.M. Capital Limited, a company organized under the laws of Hong Kong ("JEM Capital").2018

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

	Year Ended December 31,
	2019		2018
Operating activities:
Net loss	$	(34,296)	$	(87,413)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		125		500
Writing off of equipment		371		-
Share based compensation for services		12,000		-
Changes in operating assets and liabilities
Deposit paid		-		550
Accounts payable and accrued expenses		(3,850)		38,416
Net cash used in operating activities	$	(25,650)	$	(47,947)

Financing activities:
Proceeds from shareholders	$	25,486	$	47,945
Net cash provided by financing activities	$	25,486	$	47,945

Net decrease in cash		(164)		(2)

Cash - Beginning of period		164		166

Cash - End of period	$	-	$	164

Supplemental disclosure:
Cash paid during the year for:
Interest	$	-	$	-
Income taxes	$	-	$	-

2.The accompanying ~~Summary~~notes are an integral part of ~~Significant~~these ~~Accounting~~consolidated ~~Policies~~financial statements.

~~Risks and Uncertainties~~F-6

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

~~Basis of Presentation~~J.E.M. ~~and~~CAPITAL, ~~Use of Estimates~~INC.

~~The Company's consolidated financial~~NOTES ~~statements~~TO ~~have~~CONSOLIDATED ~~been~~FINANCIAL prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expense during the reporting period. Estimates are used when accounting for certain items such as accounting for income tax valuation allowances. Estimates are based on historical experience, where applicable, and assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ.STATEMENTS

~~Business~~1. ~~acquisitions~~Organization and principal activities

~~During the year ended December~~Nature ~~31, 2017, the Company completed business acquisitions that were individually and in the aggregate insignificant. The Company has accounted for all~~ of its acquisitions using the acquisition method. The operating results of each acquisition have been included in the consolidated financial statements since the respective dates of acquisition. There were no business acquisitions for the year ended December 31, 2018.Operations

~~Principles~~J.E.M. Capital, Inc. (the "Company") has limited operations. The Company was incorporated under the laws of ~~Consolidation~~the State of Delaware on September 14, 2011.

~~The~~On October ~~consolidated~~31, ~~financial~~2013, ~~statements include~~the Company entered into a Stock Purchase Agreement (the ~~financial~~"Purchase ~~statements~~Agreement") ofwith ~~J.E.M~~Zosano ~~Capital~~Pharma Corporation, formerly known as ZP Holdings, Inc., ~~and~~a ~~its~~Delaware ~~subsidiaries~~corporation ~~for~~(Zosano Pharma), pursuant to which itthe isCompany issued and sold to Zosano Pharma 10,016,973 shares of the ~~primary~~Company's ~~beneficiary~~common stock, $0.0001 ~~Upon~~par ~~making~~value, for an aggregate cash purchase ~~this~~price ~~determination~~of $365,000. As a result of the issuance and sale of the Company's iscommon ~~deemed~~stock to beZosano Pharma pursuant to the ~~primary~~Purchase Agreement, ~~beneficiary~~a change in control of the ~~entity,~~Company occurred (in which isZosano ~~then~~Pharma ~~required~~acquired tocontrol beof ~~consolidated~~the Company). Immediately following ~~for~~the ~~financial~~change ~~reporting~~in ~~purposes~~control transaction, 10,027,000 shares of the Company's Common Stock were issued and outstanding. ~~All~~The ~~significant~~10,016,973 shares ~~intercompany~~of ~~transactions~~common stock issued and ~~balances~~sold ~~have~~to ~~been~~Zosano ~~eliminated~~Pharma ~~upon~~pursuant ~~consolidation~~to the Purchase Agreement represent approximately 99.9% of the Company's issued and outstanding common stock.

~~F-7~~On November 14, 2016, Zosano Pharma entered into Stock Purchase Agreements with eighteen (18) foreign investors (the "New Shareholders"), pursuant to which Zosano Pharma sold an aggregate of 10,016,973 shares of common stock of Zosano, Inc. or approximately 99.9% of the issued and outstanding common stock of the Company, to the New Shareholders.

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

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

2. Summary of Significant Accounting Policies ~~- Continued~~

~~Equipment,~~Risks and ~~net~~Uncertainties

~~Equipment~~The Company's isactivities ~~stated~~are atsubject ~~cost~~to ~~less accumulated~~significant ~~depreciation~~ risks and ~~impairment losses~~uncertainties, ifincluding ~~any.~~failure ~~Depreciation~~to isidentify ~~provided~~a onprivately held operating company desiring to merge with the Company, failure to complete a ~~straight-line~~reverse ~~basis~~merger transaction, ~~less~~and ~~estimated residual~~inability ~~values~~to ~~over~~secure ~~the~~funding to ~~assets’~~continue ~~estimated~~as ~~useful~~a ~~lives~~going concern. ~~The~~ ~~estimated~~(See ~~useful~~Note ~~lives~~3 ~~are~~regarding asgoing ~~follows:~~concern discussion.)

~~Computer~~Basis of ~~hardware~~Presentation and ~~software~~Use 3of ~~years~~Estimates

~~When~~The Company's ~~equipment~~consolidated isfinancial ~~retired~~statements ~~or otherwise~~have ~~disposed~~been ~~of,~~prepared ~~the~~in ~~related~~accordance ~~cost,~~with ~~accumulated~~U.S. ~~depreciation~~generally ~~and~~accepted ~~provision~~accounting ~~for~~principles (U.S. ~~impairment~~GAAP) ~~loss,~~which ifrequires ~~any,~~management ~~are~~to ~~removed~~make ~~from~~estimates and assumptions that affect the ~~respective~~ ~~accounts,~~reported ~~and~~amounts ~~any~~of ~~gain~~assets orand ~~loss~~liabilities at isthe ~~reflected~~date inof the consolidated financial statements and reported amounts of ~~operations~~revenue and expense during the reporting period. Estimates ~~Repairs~~are ~~and~~used ~~maintenance~~when ~~costs~~accounting for certain items such as accounting for income tax valuation allowances. Estimates are based on ~~equipment~~historical experience, where applicable, and assumptions that management believes are ~~expensed~~reasonable asunder ~~incurred~~the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ.

~~Impairment of Long-Lived~~Business ~~Assets~~acquisitions

~~Long-lived assets, such as equipment,~~The ~~are~~Company ~~reviewed~~has accounted for ~~impairment~~all ~~whenever~~of ~~events~~its oracquisitions ~~changes~~using ~~in circumstance indicate that~~ the ~~carrying~~acquisition ~~amount of the assets may not be recoverable~~method. AnThe ~~impairment~~operating ~~loss~~results ~~is recognized when the carrying amount~~ of aeach ~~long-lived~~acquisition ~~asset exceeds the sum of the undiscounted~~have ~~cash~~been ~~flows~~included ~~expected~~in ~~to be generated from~~ the ~~asset’s~~consolidated ~~use~~financial ~~and~~statements ~~eventual~~since ~~disposition. An impairment loss is measured as~~ the ~~amount~~ byrespective ~~which~~dates ~~the carrying amount exceeds the fair value~~ of ~~the asset calculated using a undiscounted cash flow analysis~~acquisition. There ~~was~~ were no ~~impairment~~business ~~of long-lived assets~~ acquisitions for the ~~years~~year ended December 31, ~~2018~~2019 and ~~2017~~2018.

~~Fair value~~ Principles of ~~financial instruments~~Consolidation

~~ASC~~The ~~Topic~~consolidated ~~825,~~financial ~~“Financial~~statements ~~Instruments”,~~include ~~requires disclosing fair value to~~ the ~~extent practicable for~~ financial ~~instruments which~~statements ~~are~~of ~~recognized~~J.E.M. orCapital ~~unrecognized in the balance sheets~~Inc. ~~The~~and ~~fair~~its ~~values~~subsidiaries offor ~~the~~which ~~financial~~it ~~instruments are not necessarily representative~~is of the ~~amount~~primary ~~that~~beneficiary. ~~could~~Upon bemaking ~~realized~~this ~~or settled~~determination, ~~nor does~~ the ~~fair~~Company ~~value~~is ~~amount~~deemed ~~consider~~to be the ~~tax~~primary ~~consequences~~beneficiary of ~~realization~~the orentity, which ~~settlement.~~is ~~For~~then ~~certain~~required ~~financial~~to ~~instruments,~~be ~~including~~consolidated ~~deposit,~~for ~~accounts~~financial ~~payable~~reporting ~~and~~purposes. ~~accrued~~All ~~expenses,~~significant ~~the~~intercompany ~~fair~~transactions ~~values~~and ~~were~~balances ~~determined~~have ~~based~~been oneliminated ~~the~~upon ~~near term maturities of such the assets and obligations~~consolidation.

~~Revenue~~F-7

TheTable Companyof has yet to generate revenue from operations for the years ended December 31, 2018 and 2017.Contents

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

~~Basic loss per share is computed~~NOTES byTO ~~dividing~~CONSOLIDATED ~~the~~FINANCIAL net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the years ended December 31, 2018 and 2017.STATEMENTS

~~Income~~2. ~~Taxes~~Summary of Significant Accounting Policies - Continued

The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. Tax benefits of operating loss carryforwards are evaluated on an ongoing basisEquipment, ~~including a review of historical and projected future operating~~ ~~results, the eligible carryforward period, and other circumstances. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced.~~net

~~The~~Equipment is ~~Company~~stated ~~recognizes~~at ~~tax~~cost ~~benefits from~~less ~~uncertain~~accumulated ~~tax~~depreciation and ~~positions~~impairment ~~only~~losses, if itany. Depreciation is ~~more~~provided ~~likely than not that the tax position will be sustained~~ on ~~examination~~a ~~by the taxing~~straight-line ~~authorities~~basis, ~~based~~less onestimated ~~the~~residual ~~technical~~values ~~merits~~over of the ~~position. Once this threshold has been met, the Company~~assets's ~~measurement~~estimated ofuseful ~~its expected tax benefits is recognized in its consolidated financial statements~~lives. The ~~Company~~estimated ~~accrues~~useful ~~interest~~lives onare ~~unrecognized tax benefits~~ as ~~a component of income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense.~~follows:

~~The~~Computer ~~Company' income~~hardware ~~tax~~and ~~returns~~software ~~are~~3 ~~subject to examination for three~~ years ~~from the date filed or the due date, whichever is later. The Company did not identify any material uncertain tax positions.~~

~~F-8~~When equipment is retired or otherwise disposed of, the related cost, accumulated depreciation and provision for impairment loss, if any, are removed from the respective accounts, and any gain or loss is reflected in the consolidated statements of operations. Repairs and maintenance costs on equipment are expensed as incurred.

~~J.E.M.~~Impairment of ~~CAPITAL~~Long-Lived ~~INC.~~Assets

~~NOTES~~Long-lived assets, TOsuch ~~CONSOLIDATED~~as ~~FINANCIAL~~equipment, are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount ~~STATEMENTS~~of the assets may not be recoverable. An impairment loss is recognized when the carrying amount of a long-lived asset exceeds the sum of the undiscounted cash flows expected to be generated from the asset's use and eventual disposition. An impairment loss is measured as the amount by which the carrying amount exceeds the fair value of the asset calculated using a undiscounted cash flow analysis. There was no impairment of long-lived assets for the years ended December 31, 2019 and 2018.

2.Fair value ~~Summary~~ of ~~Significant~~financial ~~Accounting Policies - Continued~~instruments

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

In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”), to make leasing activities more transparent and comparable, requiring most leases to be recognized by lessees on their balance sheets as right-of-use assets, along with corresponding lease liabilities. ASU 2016-02 is effective for annual periods beginning after December 31, 2018 and interim periods within that year, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements as the Company does not have any lease commitments at the reporting date.Revenue

In July 2017, the FASB issued ASU 2017-11 “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception”, to simplify the accounting for certain financial instruments with down round features. The ~~amendments require companies to disregard~~ ~~the~~Company ~~down~~has ~~round~~yet ~~feature when assessing whether the instrument is indexed~~ to ~~its~~generate ~~own~~revenue ~~stock,~~from ~~for~~operations ~~purposes of determining liability or equity classification. Companies that provide earnings per share (EPS) data will adjust their basic EPS calculation~~ for the ~~effect~~ of the feature when triggered (i.e., when the exercise price of the related equity-linked financial instrument is adjusted downward because of the down round feature) and will also recognize the effect of the trigger within equity. The amendments also address navigational concerns within the FASB Accounting Standards Codification® related to an indefinite deferral available to private companies with mandatorily redeemable financial instruments and certain noncontrolling interests, one that created significant “pending content” in the Codification. The FASB decided to reclassify the indefinite deferral as a scope exception, which does not have an accounting effect. The amendments are effective for fiscal years ~~and~~ended ~~interim periods beginning after~~ December ~~15,~~ ~~2018. Early adoption is permitted. The Company is currently assessing the impact of ASU 2017-11 on its consolidated financial position~~31, ~~results~~2019 ~~of operations~~ and ~~cash flows~~2018.

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

3Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share ~~Going~~except ~~Concern~~that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the years ended December 31, 2019 and 2018.

~~The accompanying consolidated~~Stock-based ~~financial~~Compensation statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenues to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of December 31, 2018, the cash resources of the Company were insufficient to continue to conduct its normal business operations. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

FThe Company adopted ASC Topic 718, using a modified prospective application transition method, which establishes accounting for stock-9 based awards in exchange for employee services. Under this application, the Company is required to record stock-based compensation expense for all awards granted after the date of adoption and unvested awards that were outstanding as of the date of adoption. ASC Topic 718 requires that stock-based compensation cost is measured at grant date, based on the fair value of the award, and recognized as expense over the requisite services period. The stock-based compensation expenses are recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period.

~~J.E.M. CAPITAL INC.~~F-8

NOTESTable TOof CONSOLIDATED FINANCIAL STATEMENTSContents

4J.E.M. ~~General~~CAPITAL, ~~and~~INC. ~~Administrative~~NOTES ~~Expenses~~TO CONSOLIDATED FINANCIAL STATEMENTS

~~The~~2. ~~Company~~Summary ~~has been engaged in activities related to the setup and formation~~ of ~~the~~Significant ~~company.~~Accounting ~~The~~Policies ~~following~~- ~~summarizes the type of expenses incurred:~~Continued

	Year Ended December 31,
	2018	2017
General and administrative expense:
Professional fees	$ 28,466	$ 30,400
Filing fees	6,414	7,363
Franchise tax expense	409	400
Salary and related expenses	35,538	104,018
Director’s fee	12,000	-
Depreciation	500	1,133
Other office expenses	4,086	17,104
Total general and administrative expense	$ 87,413	$160,418

Income Taxes

5The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference ~~Stockholders’~~between ~~Equity~~the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. Tax benefits of operating loss carryforwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carryforward period, and other circumstances. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced.

~~Preferred~~The Company ~~Stock~~recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Once this threshold has been met, the Company's measurement of its expected tax benefits is recognized in its consolidated financial statements. The Company accrues interest on unrecognized tax benefits as a component of income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense.

InThe Company' ~~September~~income ~~2013,~~tax ~~the~~returns ~~Company adopted~~are ansubject ~~amended~~to ~~and~~examination ~~restated~~for ~~certificate~~three ofyears ~~incorporation~~from ~~by which~~ the ~~Company~~date isfiled ~~authorized~~or tothe ~~issue~~due 5date,~~000,000~~ ~~shares~~whichever ofis ~~preferred~~later. ~~stock~~The ~~with~~Company adid ~~$0.0001~~not ~~par~~identify ~~value.~~any Asmaterial ofuncertain ~~December~~tax ~~31, 2018, there were no shares of preferred stock issued or outstanding~~positions.

~~Common Stock, Stock Split~~Recent ~~and~~Accounting ~~Dividend~~Pronouncements

InThe Company ~~September~~has ~~2013,~~implemented ~~the~~all ~~Company adopted~~new anaccounting ~~amended~~pronouncements ~~and~~that ~~restated~~are ~~certificate~~in ofeffect. ~~incorporation~~These bypronouncements ~~which~~did not have any material impact on the ~~Company~~consolidated isfinancial ~~authorized~~statements tounless ~~issue~~otherwise ~~195~~disclosed,~~000,000~~ ~~shares~~and ~~of common~~we ~~stock~~do ~~with~~not abelieve ~~$0.0001~~that ~~par~~there ~~value,~~are ~~which~~any ~~amended~~other ~~and~~new ~~restated~~accounting pronouncements ~~certificate~~that ofhave ~~incorporation~~been ~~went~~issued ~~effective~~that might have a material impact on ~~October~~our ~~21,~~consolidated ~~2013~~financial position or results of operations.

~~In anticipation of the acquisition of the Company’s common stock by Zosano Pharma and on October 21, 2013, the Company completed a 1-for-200 reverse stock split~~3. As aGoing ~~result, existing stockholders held an aggregate of 10,027 shares on a post-split basis. All share and per share amounts have been retroactively restated for the effect of this split.~~Concern

OnThe accompanying ~~October~~consolidated ~~31,~~financial ~~2013~~statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company ~~issued~~ ~~10,016,973~~as ~~shares~~a ofgoing ~~common~~concern. ~~stock~~The Company has not established any source of revenues to ~~Zosano~~cover ~~Pharma~~its inoperating ~~exchange~~costs, ~~for~~and as such, has incurred an ~~aggregate~~operating ~~cash~~loss ~~purchase~~since ~~price~~inception. Further, as of ~~$365~~December 31,~~000.~~ ~~Concurrently with~~2019, the ~~receipt~~cash resources of the ~~proceeds~~Company ~~from~~were insufficient ~~the~~to ~~sale~~continue ofto conduct its ~~common~~normal ~~stock~~business tooperations. ~~Zosano~~These ~~Pharma,~~and ~~the~~other factors raise substantial doubt about the Company's ~~declared~~ability to continue as a ~~dividend~~going ofconcern. ~~the~~The ~~purchase price~~accompanying consolidated financial statements do not include any adjustments to ~~its~~reflect ~~stockholders~~the possible future effects on the recoverability and classification of ~~record~~assets ~~immediately~~or ~~prior~~the toamounts and classification of liabilities that may result from the ~~closing~~possible inability of the ~~purchase~~Company ~~transaction~~to continue as a going concern.

On January 5, 2017, the Company entered into a Share Exchange Agreement with Essential Elements Limited, a British Virgin Islands company (“ESEL”), and Leung Chi Wah Earnest, the principal shareholder of ESEL, pursuant to which the Company issued an aggregate of 2,005,400 shares of common stock, or approximately 17% of the issued and outstanding common stock of the Company, to Mr. Leung in exchange for 100% of the issued and outstanding shares of ESEL. ESEL owns all of the issued and outstanding shares of J.E.M. Capital Limited, a company organized under the laws of Hong Kong (“JEM Capital”). ESEL and JEM Capital currently have no operations, but include the corporate structure that the Company believes necessary for the acquisition of assets in Hong Kong and China. ESEL has incurred material expenses setting up such structure.F-9

TheTable Company is authorized to issue 195,000,000 shares of common stock with a $0.0001 par value. As of December 31, 2018, and 2017, 12,032,400 shares and 12,032,400 shares of common stock were issued and outstanding, respectively.Contents

~~As of December 31, 2018, and 2017,~~J.E.M. ~~the Company did not have any dilutive securities~~CAPITAL, ~~such as stock options, warrants or convertible securities, issued or outstanding~~INC.

6. NOTES ~~Due~~TO toCONSOLIDATED ~~shareholder~~FINANCIAL STATEMENTS

~~During year ended December 31, 2018, the Company received loan of $47,945 from its shareholder~~4. AsGeneral ~~of December 31, 2018, the Company recorded an amount of $47,945 payable to its shareholder. The amount is unsecured, bears no interest~~ and isAdministrative ~~repayable on demand.~~Expenses

~~F-10~~The following summarizes the type of expenses incurred:

J.E.M. CAPITAL INC.

		Year Ended December 31,
		2019		2018
General and administrative expenses:
Professional fees	$	21,800	$	28,466
Filing fees		-		6,414
Franchise tax expense		-		409
Salary and related expenses		-		35,538
Directors' fee		12,000		12,000
Depreciation		125		500
Writing off of equipment		371		-
Other office expenses		-		4,086
Total general and administrative expense	$	34,296	$	87,413

~~NOTES~~5. TOCommitments ~~CONSOLIDATED~~and ~~FINANCIAL STATEMENTS~~contingencie

~~7. Income Taxes~~Contingencies

~~Income~~The Company isaccounts ~~subject~~for toloss ~~taxation~~ contingencies in ~~various~~accordance ~~countries~~with inASC ~~which~~Topic ~~the~~450 ~~Company~~ and ~~its~~other ~~subsidiaries~~related ~~operate~~guidelines. orAs ~~are~~of ~~incorporated.~~December ~~The~~31, ~~loss~~2019 and ~~before~~2018, ~~income~~the ~~taxes~~Company's bymanagement ~~geographical locations~~is ~~for~~of the ~~year~~opinion ~~ended~~that ~~December~~there ~~31,~~are ~~2018,~~no commitments and ~~2017~~contingencies ~~were~~to ~~summarized~~account ~~as follows:~~for.

	Year Ended December 31,
	2018	2017
United States	$ 46,789	$ 37,624
Foreign	40,624	122,794
	$ 87,413	$ 160,418

6.	Stockholders' Equity

~~The Company had accumulated tax~~Preferred ~~losses of approximately $188,000 and $141,000 as of December 31, 2018 and 2017, respectively, which will expires between 2031 and 2037.~~Stock

~~The~~In September ~~net~~2013, ~~operating~~the ~~loss~~Company ~~carryforwards indicated~~adopted ~~above~~an ~~represent~~amended ~~the~~and ~~principle~~restated ~~component~~certificate of ~~the~~incorporation ~~Company's~~by ~~deferred~~which ~~tax~~the ~~assets~~Company asis ofauthorized ~~December~~to issue 315, ~~2018 and December 31~~000, ~~2017.~~000 ~~Deferred~~shares ~~tax~~of ~~assets~~preferred ofstock ~~approximately~~with a $~~52,000~~0.0001 ~~and~~par ~~$39,000~~value. asAs of December 31, ~~2018 and December 31~~2019, ~~2017,~~there ~~respectively,~~were ~~will be~~no ~~offset~~shares ~~by valuation allowance~~ of ~~the~~preferred stock ~~same~~issued ~~amounts~~or ~~as realization of such assets is uncertain~~outstanding.

	December 31,
	2018	2017
Deferred tax assets: Net operating loss carryforwards	$ 52,363	$ 39,323
Total deferred tax assets	52,363	39,323
Less: Valuation allowance	(52,363)	(39,323)
Net deferred tax assets	$ -	$ -

Common Stock, Stock Split and Dividend

~~Movement~~In September in2013, ~~valuation~~the ~~allowance:~~Company adopted an amended and restated certificate of incorporation by which the Company is authorized to issue 195,000,000 shares of common stock with a $0.0001 par value, which amended and restated certificate of incorporation went effective on October 21, 2013.

	December 31,
	2018	2017
At the beginning of the year	$ 39,323	$ 55,760
Current year addition /(deduction)	13,040	(16,377)
At the end of the year	$ 52,363	$ 39,323

In anticipation of the acquisition of the Company's common stock by Zosano Pharma and on October 21, 2013, the Company completed a 1-for-200 reverse stock split. As a result, existing stockholders held an aggregate of 10,027 shares on a post-split basis. All share and per share amounts have been retroactively restated for the effect of this split.

~~The~~On October ~~provision~~31, 2013, the Company issued 10,016,973 shares of common stock to Zosano Pharma in exchange for ~~income~~an ~~taxes~~aggregate ~~differs~~cash ~~from~~purchase price of $365,000. Concurrently with the ~~expected provision~~receipt ~~determined~~of bythe ~~applying~~proceeds from the ~~federal~~sale ~~statutory~~of ~~rate~~its common stock to Zosano Pharma, the ~~income~~Company declared ~~before~~a ~~income~~dividend ~~taxes.~~of ~~The~~the ~~reasons~~purchase ~~for~~price ~~the~~to ~~difference~~its ~~are state~~stockholders ~~and~~of ~~local~~record ~~income~~immediately ~~taxes~~prior ~~and~~to ~~various~~the ~~non-deductible~~closing ~~expenses~~of the purchase transaction.

AsOn January a5, ~~result~~2017, of the ~~reduction~~Company ~~of the~~entered ~~corporate~~into ~~income~~a ~~tax~~Share ~~rate~~Exchange ~~from~~Agreement ~~35%~~with toEssential ~~21%~~Element ~~due~~Limited, toa ~~the~~British ~~Tax~~Virgin ~~Cuts~~Islands company ("ESEL"), and ~~Jobs~~Leung ~~Act~~Chi ~~which~~Wah ~~was~~Earnest, ~~enacted~~the onprincipal ~~December~~shareholder ~~22,~~of ~~2017~~ESEL, ~~U.S.~~pursuant ~~GAAP~~to which the Company issued ~~requires~~an ~~companies~~aggregate toof ~~remeasure~~2,005,400 ~~their~~shares ~~deferred~~of ~~tax~~common ~~assets~~stock, ~~and~~or ~~liabilities~~approximately as17% of the ~~date~~issued and outstanding common stock of ~~enactment~~the Company, to ~~with~~Mr. ~~resulting~~Leung ~~tax~~in ~~effects accounted~~exchange for in100% of the ~~period~~issued and outstanding shares of ~~enactment~~ESEL. (ESEL owns all of the ~~change~~issued inand ~~deferred~~outstanding ~~tax~~shares of ~~balances~~J.E.M. ~~would~~Capital ~~have~~Limited, a ~~corresponding~~company ~~change~~organized tounder ~~valuation~~the ~~allowance thereby~~laws ~~resulting~~of inHong Kong ("JEM Capital"). ESEL and JEM Capital currently have no ~~income~~operations, ~~tax~~but ~~expense~~include the corporate structure that the Company believes necessary for the ~~year)~~acquisition of assets in Hong Kong and China. ESEL has incurred material expenses setting up such structure.

F-1110

J.E.M. CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.	Stockholders' Equity – Continued

Common Stock, Stock Split and Dividend - Continued

On June 21, 2019, the Company passed a unanimous written consent of the Board of Directors to issue 1,000,000 and 1,000,000 common shares to Mr. MingJing Xia ("Mr. Xia") and Mr. Yulong Yang ("Mr. Yang"), respectively. These shares were issued on the same date to Mr. Xia for his service in the capacity of Chief Financial Officer and Chairperson of the Board, and issued to Mr. Yang for his service in the capacity of Chief Executive Officer and member of the Board, for their first year's services commencing from 1 July 2019. Both of Mr. Xia and Mr. Yang are entitled to a monthly salary of $1,000 during this period. In connection with these stock grants and in accordance with ASC Topic 718, the Company recognized $12,000 of non-cash stock-based compensation included in general and administrative expenses on the consolidated statements of operations for the year ended December 31, 2019.

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

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

7.	Related Party Transactions

During the years ended December 31, 2019 and 2018, the Company received loans of $25,486 and $47,945 from its shareholders, respectively. As of December 31, 2019 and 2018, the Company recorded an amount of $73,431 and $47,945, respectively, payable to its shareholders. The amounts are unsecured, bear no interest and are repayable on demand.

F-11

J.E.M. CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.	Income Taxes

Income is subject to taxation in various countries in which the Company and its subsidiaries operate or are incorporated. The loss before income taxes by geographical locations for the year ended December 31, 2019, and 2018 were summarized as follows:

	Year Ended December 31,
		2019	2018
United States	$	33,800	$	46,789
Foreign		496		40,624
	$	34,296	$	87,413

The Company had accumulated tax losses of approximately $222,000 and $188,000 as of December 31, 2019 and 2018, respectively, which will expire between 2031 and 2037.

The net operating loss carryforwards indicated above represent the principle component of the Company's deferred tax assets as of December 31, 2019 and December 31, 2018. Deferred tax assets of approximately $62,000 and $52,000 as of December 31, 2019 and December 31, 2018, respectively, will be offset by valuation allowance of the same amounts as realization of such assets is uncertain.

	December 31,
	2019		2018
Deferred tax assets:
Net operating loss carryforwards	$	61,783	$	52,363
Total deferred tax assets		61,783		52,363
Less: Valuation allowance		(61,783)		(52,363)
Net deferred tax assets	$	-	$	-

Movement in valuation allowance:

	December 31,
	2019		2018
At the beginning of the year	$	52,363	$	39,323
Current year addition		9,420	13,040
At the end of the year	$	61,783	$	52,363

The provision for income taxes differs from the expected provision determined by applying the federal statutory rate to the loss before income taxes. The reasons for the difference are state and local income taxes and various non-deductible expenses.

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

The Company did not identify any material uncertain tax positions.

F-12

Filing Compare · J.E.M. CAPITAL, INC.