UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  Form 10-Q  (Mark One)  ⌧  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934  For the quarterly period ended March
31, 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.)  5B, Prat Building, 13 Prat Avenue,
Tsim Sha Tsui, Kowloon, Hong Kong (Address of principal executive offices) (852) 3957 0379 Registrant's telephone number,
including area code(Former address, if changed since last report) (Former fiscal year, if changed since last report)  Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes☐
No⌧  Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes☐
No⌧  Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.  Large accelerated filer☐
    
    Accelerated filer☐Non-accelerated filer☐
    
    Smaller reporting company☒(Do not check if a smaller reporting company)Emerging
growth company☐   If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying☐  Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes⌧
No☐  Applicable only to issuers involved
in bankruptcy proceedings during the preceding five years:  Indicate
by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange
Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes☐
No☐  Applicable only to corporate issuers:  Indicate the number of shares outstanding
of each of the issuer's classes of common stock, as of the latest practicable date. As of November 14, 2019, there were 14,032,400
shares of common stock, $0.0001 par value per share, issued and outstanding.    J.E.M.
CAPITAL, INC. QUARTERLY
REPORT ON FORM 10-Q   TABLE
OF CONTENTS  PagePART I.  
    FINANCIAL INFORMATIONItem 1.
    Consolidated
    Financial Statements (Unaudited)
    3Item 2.
    Management's
    Discussion and Analysis of Financial Condition and Results of Operations
    13Item 3.
    Quantitative
and Qualitative Disclosures About Market Risk
    15Item 4.
    Controls
    and Procedures
    16PART II.  
OTHER INFORMATIONItem 1.
    Legal
    Proceedings
    17Item 1A.
    Risk
    Factors
    17Item 2.
    Unregistered
Sales of Equity Securities and Use of Proceeds
    17Item 3.
    Defaults
Upon Senior Securities
    17Item 4.
    Mine
Safety Disclosures
    17Item 5.
    Other
    Information
    17Item 6.
    Exhibits
    18SIGNATURES
    19   -
2 -  
 
 PART
I - FINANCIAL INFORMATION  This
Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These statements are based on management's beliefs and assumptions, and on information
currently available to management. Forward-looking statements include the information concerning our possible or assumed future
results of operations set forth under the heading "Management's Discussion and Analysis of Financial Condition and Results
of Operations" in Item 2 of Part I of this Quarterly Report on Form 10-Q. Forward-looking statements also include statements
in which words such as "expect," "anticipate," "intend," "plan," "believe,"
"estimate," "consider," or similar expressions are used.  Forward-looking
statements are not guarantees of future performance. They involve risks, uncertainties, and assumptions. Our future results and
shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to
put undue reliance on any forward-looking statements.   ITEM
1.   Consolidated Financial Statements  The
unaudited consolidated financial statements of the registrant for the three months ended March 31, 2019 and  2018 follows.
The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement
of the results for the interim periods presented. All such adjustments are of a normal and recurring nature.   CONSOLIDATED
FINANCIAL STATEMENTS  PageConsolidated
    Balance Sheets as of March 31, 2019 (Unaudited) and as of December 31, 2018
    4Consolidated
    Statements of Operations for the Three Months Ended March 31, 2019 (Unaudited) and 2018 (Unaudited)
    5Consolidated
    Statements of Cash Flows for the Three Months Ended March 31, 2019 (Unaudited) and 2018 (Unaudited)
    6Notes
    to Consolidated Financial Statements (Unaudited)
    7
    - 12   -
3 -  
 
 J.E.M.
CAPITAL, INC. Consolidated Balance
Sheets As
of March 31, 2019 and December 31, 2018   March
    31,
    
    
    December
    31,2019
    
    
    2018(Unaudited)ASSETSCurrent
    assets:Cash
    
    $
    -
    
    
    $
    164Total
    current assets
    
    
    -
    
    
    
    164Equipment,
    Net
    
    
    -
    
    
    
    496Total
    assets
    
    $
    -
    
    
    $
    660LIABILITIES
    AND STOCKHOLDERS' DEFICITCurrent
    liabilities:Accounts payable and
    accrued expenses
    
    $
    54,625
    
    
    $
    62,875Due to shareholder
    
    
    60,381
    
    
    
    47,945Total
    current liabilities
    
    $
    115,006
    
    
    $
    110,820Total
    liabilities
    
    $
    115,006
    
    
    $
    110,820Commitments
    and contingencies
    
    
    -
    
    
    
    -Stockholders'
    deficit:Preferred
    stock, par value $0.0001 per share, 5,000,000 shares authorized as of March 31, 2019 and December 31, 2018; none issued or
    outstanding as of March 31, 2019 and December 31, 2018
    
    
    -
    
    
    
    -Common
    stock, $0.0001 par value; 195,000,000 shares authorized, 12,032,400 shares and 12,032,400 shares issued and outstanding as
    of March 31, 2019 and December 31, 2018
    
    
    1,203
    
    
    
    1,203Additional paid-in
    capital
    
    
    301,268
    
    
    
    301,268Accumulated deficit
    
    
    (417,477
    )
    
    
    (412,631
    )Total
    stockholders' deficit
    
    
    (115,006
    )
    
    
    (110,160
    )Total
    liabilities and stockholders' deficit
    
    $
    -
    
    
    $
    660  The
accompanying notes are an integral part of these consolidated financial statements.   -
4 -  
 
 J.E.M.
CAPITAL, INC. Consolidated
Statements of Operations For
The Three Months Ended March 31, 2019 and 2018   Three
                                         Months Ended
        March 31,2019
    
    
    2018(Unaudited)
    
    
    (Unaudited)Operating
    expense:General
    and administrative
    
    $
    4,846
    
    
    $
    19,899Total
    operating expense
    
    
    4,846
    
    
    
    19,899Loss
    before provision for income taxes
    
    
    (4,846
    )
    
    
    (19,899
    )Provision
    for income taxes
    
    
    -
    
    
    
    -Net
    loss
    
    $
    (4,846
    )
    
    $
    (19,899
    )Net
    loss per common share - basic and diluted
    
    $
    (0.0004
    )
    
    $
    (0.0016
    )Weighted
    average number of common shares outstanding - basic and diluted
    
    
    12,032,400
    
    
    
    12,032,400  The
accompanying notes are an integral part of these consolidated financial statements.   -
5 -  
 
 J.E.M.
CAPITAL, INC. Consolidated
Statements of Cash Flows For
The Three Months Ended March 31, 2019 and 2018   Three
                                         Months Ended
        March 31,2019
    
    
    2018(Unaudited)
    
    
    (Unaudited)Operating
    activities:Net
    loss
    
    $
    (4,846
    )
    
    $
    (19,899
    )Adjustments
    to reconcile net loss to net cash used in operating activities:Depreciation
    
    
    125
    
    
    
    125Loss
    on write off of equipment
    
    
    371
    
    
    
    -Changes
    in operating assets and liabilitiesDeposit
    
    
    -
    
    
    
    550Accounts
    payable and accrued liabilities
    
    
    (8,250
    )
    
    
    (6,350
    )Net
    cash used in operating activities
    
    $
    (12,600
    )
    
    $
    (25,574
    )Financing
    activities:Proceeds
    from shareholder
    
    $
    12,436
    
    
    $
    26,788Net
    cash provided by financing activities
    
    $
    12,436
    
    
    $
    26,788Net
    (decrease) increase in cash
    
    
    (164
    )
    
    
    1,214Cash
    - Beginning of period
    
    
    164
    
    
    
    166Cash
    - End of period
    
    $
    -
    
    
    $
    1,380  The
accompanying notes are an integral part of these consolidated financial statements.   -
6 -  
 
 J.E.M.
CAPITAL, INC. Notes
to Consolidated Financial Statements (Unaudited)   1.  Basis
of Presentation  The
accompanying interim condensed consolidated financial statements are unaudited. The unaudited interim condensed consolidated financial
statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of
management, reflect all adjustments, which includes normal recurring adjustments or a description of the nature and amount of
any adjustments other than normal recurring adjustments, necessary for a fair presentation of the financial positions and results
of operations for the periods presented. The financial data and other information disclosed in these notes to the interim condensed
consolidated financial statements are also unaudited. The results for the three months ended March 31, 2019 are not necessarily
indicative of the results to be expected for the year ending December 31, 2019 or for any other interim period or for any future
year. These consolidated financial statements should be read in conjunction with the Company's audited consolidated financial
statements appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 2018. The disclosures made in
the unaudited interim condensed consolidated financial statements generally do not repeat those in the annual statements.  There
have been no material changes to the significant accounting policies during the three months ended March 31, 2019, as compared
to the significant accounting policies described in Note 2 of the "Notes to Consolidated Financial Statements" in the
Company's Annual Report on Form 10-K for the year ended December 31, 2018.   2.  Summary
of Significant Accounting Policies  Nature
of Operations  J.E.M.
Capital, Inc. (the Company) was incorporated under the laws of the State of Delaware on September 14, 2011 and has had limited
operations since inception. The Company's current business plan is to seek to identify a privately held operating company desiring
to become a publicly held company by merging with the Company through a reverse merger or acquisition. The Company is a shell
company as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934. As a shell company, the Company has no
operations and assets.  On
January 5, 2017, the Company entered into a Share Exchange Agreement (the "Agreement") with Essential Elements Limited,
a British Virgin Islands company ("ESEL"), and Leung Chi Wah Earnest (“Mr. Leung”), the principal shareholder
of ESEL, pursuant to which the Company issued an aggregate of 2,005,400 shares of common stock, or approximately 17% of the issued
and outstanding common stock of the Company, to Mr. Leung in exchange for 100% of the issued and outstanding shares of ESEL. 
ESEL owns all of the issued and outstanding shares of J.E.M. Capital Limited, a company organized under the laws of
Hong Kong ("JEM Capital").  ESEL
and JEM Capital currently have no operations, but include the corporate structure that the Company believes necessary for the
acquisition of assets in Hong Kong and China. ESEL has incurred material expenses setting up such structure.  Risks
and Uncertainties  The
Company's activities are subject to significant risks and uncertainties, including failure to identify a privately held operating
company desiring to merge with the Company, failure to complete a reverse merger transaction, and inability to secure funding
to continue as a going concern.  (See Note 3 regarding going concern discussion.)   -
7 -  
 
 J.E.M.
CAPITAL, INC. Notes
to Consolidated Financial Statements (Unaudited)   Use
of Estimates  The
accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States (U.S. GAAP) for interim financial reporting and as required by Regulation S-X, Rule 10-01. The preparation
of the accompanying condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities
as of the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the
reporting periods. Actual results could differ from those estimates.  Principles
of Consolidation  The
unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries for
which it is the primary beneficiary. Upon making this determination, the Company is deemed to be the primary beneficiary of the
entity, which is then required to be consolidated for financial reporting purposes. All significant intercompany transactions
and balances have been eliminated upon consolidation.  Equipment,
net  Equipment
is stated at cost less accumulated depreciation and impairment losses, if any. Depreciation is provided on a straight-line
basis, less estimated residual values over the assets' estimated useful lives. The estimated useful lives are as follows:  Computer
    hardware and software
    3
    years  When
equipment is retired or otherwise disposed of, the related cost, accumulated depreciation and provision for impairment loss, if
any, are removed from the respective accounts, and any gain or loss is reflected in the consolidated statements of operations.
Repairs and maintenance costs on equipment are expensed as incurred.  Impairment
of Long-Lived Assets  Long-lived
assets, such as equipment, are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount
of the assets may not be recoverable. An impairment loss is recognized when the carrying amount of a long-lived asset exceeds
the sum of the undiscounted cash flows expected to be generated from the asset's use and eventual disposition. An impairment loss
is measured as the amount by which the carrying amount exceeds the fair value of the asset calculated using an undiscounted cash
flow analysis. There was no impairment of long-lived assets for the three months ended March 31, 2019 and 2018.   -
8 -  
 
 J.E.M.
CAPITAL, INC. Notes
to Consolidated Financial Statements (Unaudited)   Fair
value of financial instruments  ASC
Topic 825, "Financial Instruments", requires disclosing fair value to the extent practicable for financial instruments
which are recognized or unrecognized in the balance sheets. The fair values of the financial instruments are not necessarily representative
of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or
settlement. For certain financial instruments, including accounts payable and accrued expenses, the fair values were determined
based on the near-term maturities of such the assets and obligations.  Revenue  The
Company has yet to generate revenue from operations for the three months ended March 31, 2019 and 2018.  Net
Loss per Common Share  Basic
loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of
shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share
except that the denominator is increased to include the number of additional common shares that would have been outstanding if
the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial
instruments issued or outstanding for the three months ended March 31, 2019 and 2018.  Income
Taxes  The
Company accounts for income taxes under ASC Topic 740, Income Tax. Deferred tax assets and liabilities are provided for the future
tax effects attributable to temporary differences between the financial statement carrying amounts of assets and liabilities and
their respective tax bases, and for the expected future tax benefits from items including tax loss carry forwards.  Deferred
tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or reversed. The expense or benefit related to adjusting deferred tax assets
and liabilities as a result of a change in tax rates is recognized in income or loss in the period that includes the enactment
date.  The
Company recognizes and measures uncertain tax positions and records tax benefits when it is more likely than not that the tax
position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits
recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than
50% likelihood of being realized upon ultimate settlement. The company recognizes interest and penalties as a component of income
tax expense if applicable. For the three months ended March 31, 2019 and 2018, the Company had not recognized any interest or
penalties on its consolidated financial statements.  Recent
Accounting Pronouncements  The
Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact
on the consolidated financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting
pronouncements that have been issued that might have a material impact on our consolidated financial position or results of operations.   -
9 -  
 
 J.E.M.
CAPITAL, INC. Notes
to Consolidated Financial Statements (Unaudited)   3.  Going
Concern  The
accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation
of the Company as a going concern. The Company has not established any source of revenues to cover its operating costs, and as
such, has incurred an operating loss since inception. Further, as of March 31, 2019, the cash resources of the Company were insufficient
to continue to conduct its normal business operations. These and other factors raise substantial doubt about the Company's ability
to continue as a going concern. The accompanying condensed 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.   4.  General
and Administrative Expenses  The
following summarizes the type of expenses incurred during the three months ended March 31, 2019 and 2018:  Three
    Months Ended 
March 31,2019
    
    2018(Consolidated
    and unaudited)
    
    (Consolidated
    and unaudited)General
    and administrative expense:Professional
    fees
    
    $
    4,350
    
    
    $
    8,554Filing
    fees
    
    
    -
    
    
    
    1,410Franchise
    tax expense
    
    
    -
    
    
    
    409Salary
    and related expense
    
    
    -
    
    
    
    8,885Depreciation
    
    
    125
    
    
    
    125Loss
    on write off of equipment
    
    
    371
    
    
    
    -Other
    office expenses
    
    
    -
    
    
    
    516Total
    general and administrative expense
    
    $
    4,846
    
    
    $
    19,899    5.  Commitments and contingencies  Contingencies  The
Company accounts for loss contingencies in accordance with ASC Topic 450 and other related guidelines. As of March 31, 2019 and
December 31, 2018, the Company's management is of the opinion that there are no commitments and contingencies to account for.   -
10 -  
 
 J.E.M.
CAPITAL, INC. Notes
to Consolidated Financial Statements (Unaudited)   6.  Stockholders'
Equity  Preferred
Stock  The
Company is authorized to issue 5,000,000 shares of preferred stock with a $0.0001 par value. As of March 31, 2019 and December
31, 2018, there were no shares of preferred stock issued or outstanding.  Common
Stock  On
January 5, 2017, the Company entered into a Share Exchange Agreement with Essential Elements Limited, a British Virgin Islands
company ("ESEL"), and Leung Chi Wah Earnest, the principal shareholder of ESEL, pursuant to which the Company issued
an aggregate of 2,005,400 shares of common stock, or approximately 17% of the issued and outstanding common stock of the Company,
to Mr. Leung in exchange for 100% of the issued and outstanding shares of ESEL.  ESEL owns all of the issued and outstanding
shares of J.E.M. Capital Limited, a company organized under the laws of Hong Kong ("JEM Capital"). ESEL and JEM Capital
currently have no operations, but include the corporate structure that the Company believes necessary for the acquisition of assets
in Hong Kong and China.  ESEL has incurred material expenses setting up such structure.  The
Company is authorized to issue 195,000,000 shares of common stock with a $0.0001 par value. As of March 31, 2019 and December
31, 2018, 12,032,400 shares and 12,032,400 shares of common stock were issued and outstanding, respectively.  As
of March 31, 2019 and December 31, 2018, the Company did not have any dilutive securities, such as stock options, warrants or
convertible securities, issued or outstanding.   7.   Related
Party Transactions  During
the three months ended March 31, 2019, the Company received loans of $12,436 from its shareholder. As of March 31, 2019 and December
31, 2018, the Company recorded an amount of $60,381 and $47,945, respectively, payable to its shareholder. The amount is unsecured,
bears no interest and is repayable on demand.   -
11 -  
 
 J.E.M.
CAPITAL, INC. Notes
to Consolidated Financial Statements (Unaudited)  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 three months ended March 31, 2019 and 2018 were summarized as follows:  Three
    Months Ended 
March 31,2019
    
    2018(Consolidated
    and unaudited)
    
    (Consolidated
    and unaudited)United
    States
    
    $
    4,350
    
    
    $
    10,475Foreign
    
    
    496
    
    
    
    9,424$
    4,846
    
    
    $
    19,899  The
Company had accumulated tax losses of approximately $192,000 and $188,000 as of March 31, 2019 and December 31, 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
March 31, 2019 and December 31, 2018. Deferred tax assets of approximately $40,000 and $52,000 as of March 31, 2019 and December
31, 2018, respectively, will be offset by valuation allowance of the same amounts as realization of such assets is uncertain.
No deferred tax assets have been recognised in respect of the accumulated net operating losses made by the foreign subsidiaries,
as these subsidiaries have not commenced business and derived income in so far, and the tax losses that incurred are not able
to be carry forward and offset against future profits in their respective tax jurisdictions.  March
                                         31,
        2019
    
    
    December
                                         31,
        2018Deferred
    tax assets:Net
    operating loss carryforwards
    
    $
    40,369
    
    
    $
    52,363Total
    deferred tax assets
    
    
    40,369
    
    
    
    52,363Less:
    Valuation allowance
    
    
    (40,369
    )
    
    
    (52,363
    )Net
    deferred tax assets
    
    $
    -
    
    
    $
    -   Movement
in valuation allowance:  March
                                         31,
        2019
    
    
    December
                                         31,
        2018At
    the beginning of the period/year
    
    $
    52,363
    
    
    $
    39,323Current
    period/year (reduction)/addition
    
    
    (11,994)
    
    
    
    13,040At
    the end of the period/year
    
    $
    40,369
    
    
    $
    52,363  The
provision for income taxes differs from the expected provision determined by applying the federal statutory rate to the income
before income taxes. The reasons for the difference are state and local income taxes and various non-deductible expenses. As a
result of the reduction of the corporate income tax rate from 35% to 21% due to the Tax Cuts and Jobs Act which was enacted on
December 22, 2017, U.S. GAAP requires companies to remeasure their deferred tax assets and liabilities as of the date of enactment,
with resulting tax effects accounted for in the period of enactment. (the change in deferred tax balances would have a corresponding
change to valuation allowance thereby resulting in no income tax expense for the year).  The
Company' income tax returns are subject to examination for three years from the date filed or the due date, whichever is later.  The
Company did not identify any material uncertain tax positions.   -
12 -  
 
 ITEM
2.   Management's Discussion and Analysis of Financial Condition and Results of Operations  Disclaimer
Regarding Forward Looking Statements  Our
Management's Discussion and Analysis of Financial Condition and Results of Operations contains not only statements that are historical
facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky.
These risks and uncertainties include international, national and local general economic and market conditions; demographic changes;
our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material
costs and availability; new product development and introduction; existing government regulations and changes in, or the failure
to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations
and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the
ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from
time to time in our filings with the Securities and Exchange Commission.  Although
the forward-looking statements in this Quarterly Report on Form 10-Q reflect the good faith judgment of our management, such statements
can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently
subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed
in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this Quarterly
Report on Form 10-Q and in our other reports as we attempt to advise interested parties of the risks and factors that may affect
our business, financial condition, and results of operations and prospects.  Overview  We
were incorporated on September 14, 2011 in Delaware as "Eco Planet Corp." On October 21, 2013, we effected a 1-for-200
reverse stock split of our common stock, $0.0001 par value per share (the "Common Stock"), and changed our name to "Zosano,
Inc." On October 31, 2013, we entered into a Stock Purchase Agreement with Zosano Pharma Corporation (formerly known as ZP
Holdings, Inc.) pursuant to which we issued and sold 10,016,973 shares of Common Stock (the "Shares") to Zosano Pharma
Corporation. As a result of our issuance and sale of the Shares to Zosano Pharma Corporation, a change in control of the Company
occurred and Zosano Pharma Corporation became the owner of 99.9% of our outstanding Common Stock.  On
November 14, 2016, Zosano Phama Corporation entered into Stock Purchase Agreements with eighteen (18) foreign investors (the "New
Shareholders"), pursuant to which Zosano Pharma Corporation sold an aggregate of 10,016,973 shares of common stock of Zosano,
Inc. (the "Company"), or approximately 99.9% of the issued and outstanding common stock of the Company, to the New Shareholders.
As a result of the transaction, the New Shareholders acquired approximately 99.9% of the total votes entitled to be cast at any
meeting of shareholders, giving them voting control of the Company.  The New Shareholders obtained the funds for the purchase
of the Company's common stock in the transaction from each of their available cash on hand.  On
December 15, 2016, we filed Articles of Amendment to its Amended Articles of Incorporation (the "Articles of Amendment")
with the Secretary of State of Delaware effecting a name change of the Company to J.E.M. Capital, Inc. (the "Corporate Action").
The Corporate Action and the Amended Articles became effective on March 15, 2017, following compliance with notification requirements
of the Financial Industry Regulatory Authority. The new CUSIP number for the Company's common stock is 46619V107. On March 14,
2017, the Financial Industry Regulatory Authority (FINRA) approved the Corporate Action. The Company's stock is quoted on the
OTCQB under the ticker symbol ZOSN, but beginning March 15, 2017, the Company's common stock will begin trading under the symbol
JEMC.   -
13 -  
 
 On
January 5, 2017, we entered into a Share Exchange Agreement with Essential Elements Limited, a British Virgin Islands company
("ESEL"), and Leung Chi Wah Earnest, the principal shareholder of ESEL, pursuant to which the Company issued an aggregate
of 2,005,400 shares of common stock, or approximately 17% of the issued and outstanding common stock of the Company, to Mr. Leung
in exchange for 100% of the issued and outstanding shares of ESEL.  ESEL owns all of the issued and outstanding shares of
J.E.M. Capital Limited, a company organized under the laws of Hong Kong ("JEM Capital"). ESEL and JEM Capital currently
have no operations, but include the corporate structure that the Company believes necessary for the acquisition of assets in Hong
Kong and China.  ESEL has incurred material expenses setting up such structure.  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 us or our current stockholders.  Results
of Operations Three
Months Ended March 31, 2019 Compared To Three Months Ended March 31, 2018 Revenue We
have not generated any revenues since our inception.  Operating
expenses Our
operating expenses primarily consisted of general and administrative expenses, such as salary and related expenses, audit and
review fees, tax returns preparation fees, transfer agent services, Edgar filing costs, franchise and business taxes, other professional
services and general office expenses. Operating expenses for the three months ended March 31, 2019 and 2018 were $4,846 and $19,899,
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 three months ended March 31, 2019.  Net
loss Net
loss for the three months ended March 31, 2019 was $4,846, as compared to $19,899 for the three months ended March 31, 2018. 
The decrease in operating expenses was due to the decrease in salary and related expenses paid for officers and other office expenses
of the Company for the three months ended March 31, 2019. Liquidity
and Capital Resources  As
of March 31, 2019, we had cash of $nil, as compared to $164 as of December 31, 2018, a decrease of $164. During the three months
ended March 31, 2019 and 2018, because of our operating losses, we did not generate positive operating cash flows.   -
14 -  
 
 Our
cash, current assets, total assets, current liabilities, and total liabilities as of March 31, 2019 compared to December 31, 2018
are as follows:  March
    31, 2019
    (Unaudited)
    
    
    December
    31, 2018
    
    
    ChangeCash
    
    $
    -
    
    
    $
    164
    
    
    $
    (164)Total
    Current Assets
    
    
    -
    
    
    
    164
    
    
    
    (164)Equipment,
    net
    
    
    -
    
    
    
    496
    
    
    
    (496)Total
    Assets
    
    
    -
    
    
    
    660
    
    
    
    (660)Total
    Current Liabilities
    
    
    115,006
    
    
    
    110,820
    
    
    
    4,186Total
    Liabilities
    
    
    115,006
    
    
    
    110,820
    
    
    
    4,186 Assets
and Liabilities As
of March 31, 2019, we did not have any assets. We had liabilities totalling $115,006 and $110,820 as of March 31, 2019 and December
31, 2018, respectively, which consisted of accrued expenses related to salary, office expenses, audit and review fees, transfer
agent services, legal fees and advance from shareholder.  Stockholders'
Deficit  Stockholders'
deficit consisted primarily of shares issued to founders in the amount of $1,203, capital raised to fund our operations of $55,589,
and additional capital provided to settle obligations for $245,679, offset by the accumulated deficit of $417,477 as of March
31, 2019.  Cash
Flows from Operating Activities .  For the three months ended March 31, 2019, our net cash used in operations was
$12,600 compared to $25,574 net cash used in operations for the same period in 2018.  This was mainly attributable to decrease
in expenses payment during the three months ended March 31, 2019.  Cash
Flows from Financing Activities .  Net cash flows provided by financing activities in the three months ended March
31, 2019 was $12,436, compared to $26,788 net cash provided by financing activities in the same period in 2018.  The decrease
was mainly due to decrease in proceeds from shareholder’s advances, for financing our operations during the three months
ended March 31, 2019.  Off
Balance Sheet Arrangements  We
have no off balance sheet arrangements.   ITEM
3.  Quantitative and Qualitative Disclosures About Market Risk  As
a smaller reporting company, we are not required to provide the information required by this Item.   -
15 -  
 
 ITEM
4.  Controls and Procedures  (a)  
Evaluation of Disclosure Controls Procedures  Disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information
required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such
information is accumulated and communicated to management, including the chief executive officer and principal financial officer,
to allow timely decisions regarding required disclosures.  As
of March 31, 2019, we carried out an evaluation, under the supervision and with the participation of our chief executive officer
and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In
designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to
the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention
or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide
reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls
and procedures, management is required to apply its reasonable judgment. We also do not have an audit committee. Based on the
evaluation described above, and as a result, in part, of not having an audit committee and having one individual serve as our
chief executive officer and principal financial officer, we have concluded that, as of the end of the period covered by this Quarterly
Report on Form 10-Q, our disclosure controls and procedures were ineffective.  (b) 
Changes in Internal Controls over Financial Reporting  There
was no change in our internal controls over financial reporting that occurred during the period covered by this Quarterly Report
on Form 10-Q, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial
reporting.  (c)  
Officer's Certifications  Appearing
as an exhibit to this Quarterly Report on Form 10-Q are "Certifications" of our principal executive and financial officer.
The Certifications are required pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002 (the "Section 302 Certifications").
This section of the Quarterly Report on Form 10-Q contains information concerning the Controls Evaluation referred to in the Section
302 Certifications. This information should be read in conjunction with the Section 302 Certifications for a more complete understanding
of the topics presented.   -
16 -  
 
 PART
II - OTHER INFORMATION   ITEM
1.    Legal Proceedings  There
have been no events which are required to be reported under this Item.   ITEM
1A.   Risk Factors  As
a smaller reporting company, we are not required to provide the information required by this Item.   ITEM
2.    Unregistered Sales of Equity Securities and Use of Proceeds  There
have been no events which are required to be reported under this Item.   ITEM
3.    Defaults Upon Senior Securities  There
have been no events which are required to be reported under this Item.   ITEM
4.    Mine Safety Disclosures  There
have been no events which are required to be reported under this Item.   ITEM
5.    Other Information  There
have been no events which are required to be reported under this Item.   -
17 -  
 
 ITEM
6.    Exhibits   Item
    No.
    Description31.1
    Rule
    13a-14(a)/15d-14(a) Certification of President (principal executive officer) (filed herewith).31.2
    Rule
    13a-14(a)/15d-14(a) Certification of Treasurer (principal financial officer) (filed herewith).32.1
    Section
    1350 Certification of President (principal executive officer) (filed herewith).32.2
    Section
    1350 Certification of Treasurer (principal financial officer) (filed herewith).101.INS
    XBRL
    Instance Document101.SCH
    XBRL
    Taxonomy Extension Schema Document101.CAL
    XBRL
    Taxonomy Extension Calculation Linkbase Document101.DEF
    XBRL
    Taxonomy Extension Definition Linkbase Document101.LAB
    XBRL
    Taxonomy Extension Label Linkbase Document101.PRE
    XBRL
    Taxonomy Extension Presentation Linkbase Document   -
18 -  
 
  SIGNATURES   Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.    J.E.M.
    Capital, Inc.Dated: 
      November 14, 2019
    By:
    /s/
    Yulong YangYulong
    YangChief
    Executive OfficerDated: 
      November 14, 2019
    By:
    /s/
        MingJing XiaMingJing
    XiaChief
    Financial Officer        -
19 -