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Share Name | Share Symbol | Market | Type |
---|---|---|---|
J E M Capital Inc (CE) | USOTC:JEMC | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
Delaware
|
46-0525801
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Name of each exchange on which registered
|
None
|
None
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Securities registered pursuant to Section 12(g) of the Act:
|
|
Title of each class
|
Name of each exchange on which registered |
None
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Large accelerated filer ☐
|
|
Accelerated filer ☐
|
|
|
|
Non-accelerated filer ☐
|
Smaller reporting company ☒
|
|
(Do not check if a smaller reporting company)
|
||
Emerging growth company ☐
|
Page
|
||||||
|
PART I
|
|
||||
Item 1.
|
|
Business
|
|
3 |
|
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Item 1A.
|
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Risk Factors
|
|
6
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Item 1B.
|
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Unresolved Staff Comments
|
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6 |
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Item 2.
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Properties
|
|
7
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Item 3.
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Legal Proceedings
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7 |
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Item 4.
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Mine Safety Disclosures
|
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7 |
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PART II
|
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||||
Item 5.
|
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
8 |
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Item 6.
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Selected Financial and Other Data
|
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9
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Item 7.
|
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Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
9 | ||
Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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13 | ||
Item 8.
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Financial Statements and Supplementary Data
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13 | ||
Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
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13 |
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Item 9A.
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Controls and Procedures
|
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14 | ||
Item 9B.
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Other Information
|
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15 |
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PART III
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||||
Item 10.
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Directors, Executive Officers and Corporate Governance
|
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16 |
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Item 11.
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Executive Compensation
|
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18 |
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
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19 |
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Item 13.
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Certain Relationships and Related Transactions and Director Independence
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|||
Item 14.
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Principal Accountant Fees and Services
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21 | ||
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PART IV
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||||
Item 15.
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Exhibits and Financial Statement Schedules
|
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23 |
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Signatures
|
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25
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|
· |
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.
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|
|
Bid Prices
|
||||||||
Year Ended
|
||||||||||
December 31,
|
Period | High | Low | |||||||
|
|
|||||||||
2015
|
First Quarter
|
$
|
140.00
|
$
|
140.00
|
|||||
Second Quarter
|
$ |
140.00
|
$ | 140.00 | ||||||
Third Quarter | $ | 140.00 |
|
$ |
140.00
|
|||||
Fourth Quarter
|
$ | 140.00 | $ | 140.00 | ||||||
|
|
|||||||||
2016
|
First Quarter
|
$
|
140.00
|
$
|
140.00
|
|||||
Second Quarter | $ | 140.00 | $ | 140.00 | ||||||
Third Quarter | $ | 140.00 | $ | 140.00 | ||||||
Fourth Quarter | $ | 140.00 | $ | 140.00 |
|
||||||||
Years Ended
December 31,
|
||||||||
2016
|
2015
|
|||||||
Operating expenses:
|
||||||||
General and administrative expenses
|
$
|
35,519
|
$
|
32,619
|
||||
Total operating expenses
|
35,519
|
32,619
|
||||||
Operating loss
|
(35,519
|
)
|
(32,619
|
)
|
||||
Net loss
|
$
|
(35,519
|
)
|
$
|
(32,619
|
)
|
December 31, 2016
|
December 31, 2015
|
Change
|
||||||||||
Cash
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Total Current Assets
|
-
|
-
|
-
|
|||||||||
Total Assets
|
-
|
-
|
-
|
|||||||||
Total Current Liabilities
|
9,700
|
4,063
|
5,637
|
|||||||||
Total Liabilities
|
$ |
9,700
|
$ |
4,063
|
$ |
5,637
|
(a)
|
Disclosure Controls and Procedures |
(b)
|
Management Report on Internal Control Over Financial Reporting
|
· |
Pertain to the
maintenance
of records that in reasonable detail accurately and fairly reflect our transactions and any
disposition
of our assets;
|
· |
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of 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; and
|
· |
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of
our assets that could have a material effect on the financial statements.
|
· |
We did not maintain an accounting function due to the nature of our operations as a shell company with no cash or assets. Management concluded that the failure to have a proper accounting organization and related segregation of duties could result in a material misstatement in our financial results.
|
· |
We did not have adequate policies and procedures in place to ensure the timely, effective review of estimates, assumptions and account reconciliations and analysis.
|
· |
We did not have adequate policies and procedures in place to ensure and maintain effective disclosure controls.
|
(c)
|
Remediation of Material Weaknesses
|
(d)
|
Changes in Internal Control over Financial Reporting
|
Chairperson of the Board and CEO
|
|
CHENG, Sze Ki (Shirley)
|
Chief Financial Officer, Director and Corporate Secretary
|
FANG, Xihong
方
锡
洪
|
Director
|
ZHANG, Wei
|
Director
|
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
|
John H. Yeung
|
Director
|
-
|
0%
|
0%
|
|||||
Common Stock
|
Fang Xihong
|
Director
|
501,350
|
4.17%
|
4.17%
|
|||||
Common Stock
|
Zhang Wei
|
Director
|
501,350
|
4.17%
|
4.17%
|
|||||
Common Stock
|
Dicha Sun
|
Director
|
-
|
0%
|
0%
|
|||||
Common Stock
|
All Directors and Officers
|
1,002,700
|
8.34%
|
8.34%
|
||||||
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
|
9.99%
|
9.99%
|
|||||
Common Stock
|
Wing Yan Sharon Lo, Flat B, 20/F, Bayview Park, Chai Wan, Hong Kong.
|
5% + Shareholder
|
701,890
|
5.83%
|
5.83%
|
|||||
Common Stock
|
Yuk Chor Wong, 21/F, One Harbour Square, No.181 Hoi Bun Road, Kwun Tong, Hong Kong
|
5% + Shareholder
|
1,202,500
|
9.99%
|
9.99%
|
|||||
Common Stock
|
Yun-Qiu Ouyang, Room22, 6th Street, Cuishan Lantian Garden, HuaNan Country Garden, Panyu District
,
Guangzhou, Guangdong, PRC
|
5% + Shareholder
|
601,620
|
5.00%
|
5.00%
|
|||||
Common Stock
|
Total Shares Owned by Persons Named above
|
7,318,003
|
60.81
|
60.81%
|
(1)
|
Based on 12,032,400 shares outstanding as of May 5, 2017. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for the purposes of computing the percentage of any other person
|
|
|
Year Ended December 31,
|
|||||||
|
2016
|
2015
|
||||||
Audit Fees
|
$
|
13,150
|
$
|
10,500
|
||||
Audit-Related Fees
|
$
|
-
|
$
|
-
|
||||
Tax Fees
|
$
|
-
|
$
|
-
|
||||
All Other Fees
|
$
|
-
|
$
|
-
|
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
|
(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.
|
J.E.M. Capital Inc.
|
|||||
|
By:
|
/s/ Earnest Leung
|
|||
|
Earnest Leung
|
||||
|
Chief Executive Officer
|
||||
|
(Principal Executive Officer)
|
||||
Date: May 19, 2017
|
|
|
By:
|
/s/ Sze Ki Cheng
|
|
Sze Ki Cheng
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
|
Date: May 19, 2017
|
|
Name
|
|
Title
|
Date
|
|
|
|
|
/s/ Earnest Leung
|
|
Chief Executive Officer and Director
|
May 19, 2017
|
Earnest Leung
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Sze Ki Cheng
|
|
Chief Financial Officer and Director
|
May 19, 2017
|
Sze Ki Cheng
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
/s/ John H YEUNG
|
|
Director
|
May 19, 2017
|
John H YEUNG
|
|
|
|
/s/ FANG, Xihong
方锡洪
|
|
Director
|
May 19, 2017
|
FANG, Xihong
方锡洪
|
|
|
|
/s/ ZHANG, Wei
|
|
Director
|
May 19, 2017
|
ZHANG, Wei
|
|
|
|
/s/ Sun Dicha
|
|
Director
|
May 19, 2017
|
Sun Dicha
|
|
|
|
Report of Registered Independent Auditors
|
|
|
F-2
|
|
|
|
|
|
|
Financial Statements
|
|
|
|
|
|
|
|
|
|
Balance Sheets as of December 31, 2016 and 2015
|
|
|
F-3
|
|
|
|
|
|
|
Statements of Operations for the Years Ended December 31, 2016 and 2015
|
|
|
F-4
|
|
|
|
|
|
|
Statement of Stockholders' Deficit for the Years Ended December 31, 2016, and 2015
|
|
|
F-5
|
|
|
|
|
|
|
Statements of Cash Flows for the Years Ended December 31, 2016 and 2015
|
|
|
F-6
|
|
|
|
|
|
|
Notes to Financial Statements
|
|
|
F-7
|
|
December 31,
|
||||||||
2016
|
2015
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$
|
-
|
$
|
-
|
||||
Total current assets
|
-
|
-
|
||||||
Total assets
|
$
|
-
|
$
|
-
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$
|
9,700
|
$
|
4,063
|
||||
Total current liabilities
|
9,700
|
4,063
|
||||||
Commitments and contingencies
|
||||||||
Stockholders' equity:
|
||||||||
Preferred stock, par value $0.0001 per share, 5,000,000 shares authorized as of December 31, 2016 and 2015; none issued or outstanding as of December 31, 2016 and 2015 | - | - | ||||||
Common stock, par value $0.0001 per share, 195,000,000 shares authorized as of December 31, 2016 and 2015;
10,027,000
shares issued and outstanding as of December 31, 2016 and 2015
|
1,003
|
1,003
|
||||||
Additional paid-in capital
|
154,097
|
124,215
|
||||||
Accumulated Deficit
|
(164,800
|
)
|
(129,281
|
)
|
||||
Total stockholders' deficit
|
(9,700
|
)
|
(4,063
|
)
|
||||
|
||||||||
Total liabilities and stockholders' deficit
|
$
|
-
|
$
|
-
|
Year Ended December 31,
|
||||||||
2016
|
2015
|
|||||||
Operating expense:
|
||||||||
General and administrative
|
$
|
35,519
|
$
|
32,619
|
||||
Total operating expense
|
35,519
|
32,619
|
||||||
Loss before income taxes
|
(35,519
|
)
|
(32,619
|
)
|
||||
Provision from income taxes
|
$
|
-
|
|
$
|
-
|
|
||
Net loss
|
$
|
(35,519
|
)
|
$
|
(32,619
|
)
|
||
Net loss per common share - basic and diluted
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||
Weighted average number of common shares outstanding - basic and diluted
|
10,027,000
|
10,027,000
|
Additional
|
Total
|
|||||||||||||||||||
Common stock
|
Paid-in
|
Accumulated
|
Stockholders'
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
(Deficit)
|
||||||||||||||||
Balance - December 31, 2014
|
10,027,000
|
$
|
1,003
|
$
|
95,559
|
$
|
(96,662
|
)
|
$
|
(100
|
)
|
|||||||||
Settlement of obligations by investors for cash
|
28,656
|
28,656
|
||||||||||||||||||
Net loss
|
(32,619
|
)
|
(32,619
|
)
|
||||||||||||||||
Balance - December 31, 2015
|
10,027,000
|
1,003
|
124,215
|
(129,281
|
)
|
(4,063
|
)
|
|||||||||||||
Settlement of obligations by investors for cash
|
29,882
|
29,882
|
||||||||||||||||||
Net loss
|
(35,519
|
)
|
(35,519
|
)
|
||||||||||||||||
Balance - December 31, 2016
|
10,027,000
|
$
|
1,003
|
$
|
154,097
|
$
|
(164,800
|
)
|
$
|
(9,700
|
)
|
Year Ended December 31,
|
||||||||
2016
|
2015
|
|||||||
Operating activities:
|
||||||||
Net loss
|
$
|
(35,519
|
)
|
$
|
(32,619
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Accounts payable and accrued liabilities
|
5,637
|
3,963
|
||||||
Net cash used in operating activities
|
(29,882
|
)
|
(28,656
|
)
|
||||
Financing activities:
|
||||||||
Additional investment through settlement of obligations
|
29,882
|
28,656
|
||||||
Net cash provided by financing activities
|
29,882
|
28,656
|
||||||
|
||||||||
Net (decrease) increase in cash
|
-
|
-
|
||||||
Cash - beginning of period
|
-
|
-
|
||||||
Cash - end of period
|
$
|
-
|
$
|
-
|
||||
|
||||||||
Supplemental disclosure:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest
|
$
|
-
|
$
|
-
|
||||
Income taxes
|
$
|
-
|
$
|
-
|
Year Ended December 31,
|
||||||||
2016
|
2015
|
|||||||
General and administrative expense:
|
||||||||
Professional fees
|
$
|
31,548
|
$
|
27,550
|
||||
Filing fees
|
2,740
|
2,795
|
||||||
Franchise tax expense
|
1,231
|
2,274
|
||||||
Total general and administrative expense
|
$
|
35,519
|
$
|
32,619
|
|
December 31,
|
||||||
|
2016
|
2015
|
|||||
Federal income tax rate
|
34.00%
|
34.00%
|
|||||
State income tax rate
|
5.85%
|
5.85%
|
|||||
Change in valuation allowance
|
-39.85%
|
-39.85%
|
|||||
0%
|
0%
|
|
December 31,
|
|||||||
|
2016
|
2015
|
||||||
Deferred tax assets:
|
||||||||
Net operating loss carryforwards
|
$
|
56,032
|
$
|
43,956
|
||||
Total deferred tax assets
|
56,032
|
43,956
|
||||||
Less: Valuation allowance
|
(56,032
|
)
|
(43,956
|
)
|
||||
Net deferred tax assets
|
$ |
-
|
$ |
-
|
1 Year J E M Capital (CE) Chart |
1 Month J E M Capital (CE) Chart |
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