UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 
FORM 12b-25
 
 
NOTIFICATION OF LATE FILING
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OMB Number: 3235-0058
Expires: October 31, 2018
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SEC FILE NUMBER
000-1537528
 
CUSIP NUMBER
46619V107
 
(Check one):
 
  ☑ Form 10-K  ☐  Form 20-F ☐   Form 11-K ☐  Form 10-Q ☐   Form 10-D ☐   Form N-SAR ☐   Form N-CSR
 
 
 
 
 
For Period Ended:
December 31, 2016
 
 
 
 
 
☐    Transition Report on Form 10-K
 
 
 
 
 
☐    Transition Report on Form 20-F
 
 
 
 
 
☐    Transition Report on Form 11-K
 
 
 
 
 
☐    Transition Report on Form 10-Q
 
 
 
 
 
☐    Transition Report on Form N-SAR
 
 
 
 
 
For the Transition Period Ended:
 

 
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
 
 
on of the filing checked above, identify the Item(s) to which the notification relates:
 
 
PART I — REGISTRANT INFORMATION
 
J.E.M. Capital Inc
Full Name of Registrant
 
Zosano, Inc.
Former Name if Applicable
 
21/F., One Harbour Square, 181 Hoi Bun Road, Kwun Tong, Kowloon
Address of Principal Executive Office (Street and Number)

Hong Kong
City, State and Zip Code
 
 
 
 
PART II — RULES 12b-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 
ý
(a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

ý
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

☐
(c)
The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
 
PART III — NARRATIVE
 
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Company experienced unexpected delays in the preparation and audit of its financial statements for the fiscal year ended December 31, 2016 due to the resignation of the independent registered public accounting firm, Marcum LLP on March 16, 2017.  The Company is actively interviewing potential new independent registered public accounting firms and anticipates engaging a new firm before May 31, 2017. As a result, the Company is unable to file its Annual Report on Form 10-K in a timely manner without unreasonable effort or expense. The Company anticipates that it will file the Form 10-K within the fifteen day extension period provided by Securities Exchange Act Rule 12b-25.

 
PART IV — OTHER INFORMATION
 
(1)
 
Name and telephone number of person to contact in regard to this notification
 
 
 
 
 
Earnest Leung
 
(852)
 
3705-2610
(Name)
 
(Area Code)
 
(Telephone Number)
 
 
 
 
 
 
 
 
(2)
 
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
 
 
Yes ý      No  ☐
 
 
 
(3)
 
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
 
 
Yes ☐      No  ☒
 
 
 
 
 
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 
 
 
 
     
 
 
 

 
 
 
 
 
J.E.M Capital Inc.
(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

   
 
J.EM. Capital Inc.
 
 
 
 
March 31, 2017
 
 
 
By: /s/ Earnest Leung
 
   
Earnest Leung
Chief Executive Officer


 
 
 
 
 
 
 
 
 
 
 
 

 
 
 





 
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