United States securities and exchange commission logo





                               March 30, 2023

       J. Adam Guo
       Chief Executive Officer
       Emo Capital, Corp.
       10409 Pacific Palisades Ave
       Las Vegas, NV

                                                        Re: Emo Capital, Corp.
                                                            Amendment No. 1 to
Form 10-12G
                                                            Filed March 6, 2023
                                                            File No. 000-54291

       Dear J. Adam Guo:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

            After reviewing your response and any amendment you may file in
response to these
       comments, we may have additional comments.

       Amendment No. 1 to Form 10-12G filed March 6, 2023

       Item 1. Description of Business, page 4

   1.                                                   Please clarify the
meaning of scientific or technical terms the first time they are used in
                                                        order to ensure that
lay readers will understand the disclosure. For example, please briefly
                                                        explain the meaning of
biochar, carbon sequestration, H2S, GHG reduction, biomethane
                                                        and green waste. We
also note your references to greenhouse gases CO2 and methane
                                                        appear to be used
interchangeably with the terms "organic fertilizer" and "biomethane,"
                                                        respectively. Please
clarify whether there are any differences in the meaning of these
                                                        terms.
   2.                                                   We note your references
on pages 5 and 6 of your "Phase I" plans to raise money to
                                                        complete the
construction of organic fertilizer facility and that the principal product will
                                                        be organic fertilizer.
Please expand your disclosure to discuss the additional phases of
                                                        your business plans,
where applicable. Please also clarify, where appropriate, whether
 J. Adam Guo
FirstName  LastNameJ.  Adam Guo
Emo Capital, Corp.
Comapany
March      NameEmo Capital, Corp.
       30, 2023
March2 30, 2023 Page 2
Page
FirstName LastName
         you have started the construction of the organic fertilizer facility
in California. If not,
         please revise accordingly.
Current Operations and Strategy, page 5

3.       Please provide a more detailed explanation of the Company   s current
operations, carbon
         farming, and the other forms of operations. For example, please revise
to expand your
         discussion of how biogas is collected and purified into produce
methane, biomethane and
         CO2 and developed into organic fertilizer that can be sold to
customers. You also
         disclose on page 6 that the potential customers for your organic
fertilizer include farms
         and large farming companies. Please expand your disclosure to discuss
the expected
         jurisdictions of your potential customer base. We refer to your
disclosure that your
         competitors are mainly located in China and India.
4.       We note your disclosure on page 5 that an anaerobic digester can
produce renewable
         natural gas products that can be sold to customers, such as biomethane
that can be directly
         injected into the pipelines of PG&E or Socal Gas. Please clarify
whether the anaerobic
         digester you plan to construct produces biomethane that can be
injected into the pipelines
         or methane that can be used to generate electricity. Given that status
of development and
         the lack of disclosure regarding the production of biomethane and
methane, it seems
         premature to highlight this product and companies such as PG&E or
Socal Gas
         prominently in your Description of Business section. Please advise or
revise accordingly.
5.       You disclose on page 5 that building an anaerobic digester is "the way
to recycle food
         waste as renewable natural gas." Please clarify whether there are
alternative methods and
         processes to recycle waste as renewable natural gas, and if so, please
revise these and
         similar statements throughout your registration statement that imply
that an anaerobic
         digester may be the only way to recycle food waste as renewable
natural gas.
Competition for the Companys current operations, page 6

6.       We note your reference to certain established organic fertilizer
manufacturers in the U.S.,
         such as Scotts Miraclo-Gro, Midestern BioAg, among others. Please
clarify whether any
         of your competitors' organic fertilizer products also use anaerobic
digester facilities to
         produce the CO2 biogas product.
Market Opportunity for Organic Fertilizer, page 6

7.       We note your disclosure that the high cost of organic fertilizer may
hamper its market
         growth. Please expand your disclosure of the high costs of organic
fertilizer including,
         but not limited to, the cost compared to conventional or chemical
fertilizer as well as the
         costs associated with producing organic fertilizer compared to
conventional fertilizers.
         You also disclose that research and development in the field of
organic fertilizer can
         provide various opportunities for future growth of the market. Please
balance your
         disclosure with equally prominent disclosure of the disadvantages of
producing organic
         fertilizer, such as the costs, expenses and time associated with
manufacturing your
 J. Adam Guo
FirstName  LastNameJ.  Adam Guo
Emo Capital, Corp.
Comapany
March      NameEmo Capital, Corp.
       30, 2023
March3 30, 2023 Page 3
Page
FirstName LastName
         products.
8.       We note your reference to the Fertilizer Production Expansion Program
(FPEF)
         administered by the Rural Business-Cooperative Service that recently
announced a $500
         million grant toward the agricultural fertilizer and nutrient
management sector. Please
         expand your disclosure of the FPEF, including the eligibility and
other requirements and
         whether you have applied or plan to apply for such grants. We refer to
your disclosure on
         page 5 that the company's management team is planning to apply to
government GHG
         grants. Please also clarify that the program is administered by the
U.S. government.
Principal Products, Services, and Their Markets, page 6

9.       We note your statements on page 6 that organic fertilizers may result
in an increased
         relative economic benefit with respect to the use of conventional
fertilizers, environmental
         protection, improve soil structure, add nutrients, and assist in
maintaining organic matter.
         Please revise this section to provide support for your claims. For
example, please provide
         an objective summary of certain studies, if relevant.
10.      We note your disclosure on page 6 relating to a certain type of
chemical catalyst that is
         used to produce organic fertilizer. Please expand your disclosure to
identify the type of
         chemical catalyst used and explain how this chemical differs from the
chemicals used in
         chemical fertilizers.
11.      We note your reference on page 6 relating to the approximately $6.7
billion addressable
         market for organic fertilizer that is expected to reach $15.5 billion
by 2025. Please expand
         your disclosure to clarify whether these estimates relate to the
addressable global market
         and describe the types of sources you relied on to arrive at such
estimates.
Government Regulation, page 7

12.      We note your disclosure that while you are required to comply with all
regulations, rules
         and directives of governmental authorities and agencies applicable to
the agriculture and
         fertilizer industry, you do not believe that compliance with such laws
and regulations will
         have a material impact on your results of operations. Please reconcile
your disclosure here
         with disclosure in the Risk Factors section on page 11 concerning
risks related to the
         handling and application of organic fertilizer with environmental
regulations. Include here
         a discussion of material regulation applicable to your business and
plans. Refer to Item
         101(h)(4)(ix) and (xi) of Regulation S-K.
Because our largest shareholder of common stock currently and for the
foreseeable future will
continue to control EMO..., page 19

13.      You disclose on page 19 that your largest shareholder of common stock
beneficially owns
         approximately 84% of your outstanding common stock either through
direct ownership or
         through another class of capital stock. However, we also refer to your
disclosure on page
         27 that your largest shareholder, Collingswood Capital Group, owns
approximately
 J. Adam Guo
FirstName  LastNameJ.  Adam Guo
Emo Capital, Corp.
Comapany
March      NameEmo Capital, Corp.
       30, 2023
March4 30, 2023 Page 4
Page
FirstName LastName
         60.73% of your outstanding common stock. Please advise and reconcile
your disclosure.
If we take advantage of specified reduced disclosure requirements applicable to
an "emerging
growth company"..., page 19

14.      Please revise this risk factor to state that, as a result of the
election you have made, your
         financial statements may not be comparable to companies that comply
with public
         company effective dates.
15.      Since you are also a smaller reporting company, please add a separate
risk factor
         disclosing that even if you no longer qualify as an emerging growth
company, you may
         still be subject to reduced reporting requirements so long as you are
a smaller reporting
         company.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 25

16.      Please revise your penultimate paragraph to remove references to
generating revenues and
         to clarify what you mean by your statement that you    have
meaningfully commenced
         business operations   .
Item 5. Directors and Executive Officers, page 27

17.      We note several of your executive and director biographies where the
principal occupation
         and employment is unclear during the past five years. Please discuss
the principal
         occupation and employment for the past five years, including the name
and principal
         business of any corporation or other organization. Please also
indicate any other
         directorships held during the last five years for each director and
disclose the potential
         risks relating to any current directorships, namely potential
conflicts of interest and the
         effects they may have on shareholders both here and in the Risk
Factors section. See Item
         401(e) of Regulation S-K.
Employment Agreements, page 32

18.      You disclose on page 7 that the company has no full-time employees,
except its officers
         and directors who volunteer to help with the development of company
business, and that
         the company has not paid any compensation to any employee, executive
or director since
         August 1, 2018. Please revise your disclosure to clarify whether all
of your officers and
         directors are working on a part-time, volunteer-basis only and whether
you have entered
         into any agreements with such officers and directors. Please also
include appropriate risk
         factor disclosure, where appropriate.
Item 7. Certain Relationships and Related Transactions, and Director
Independence, page 33

19.      Please include a discussion of the loan payable made to you by Mr. Guo
with a balance of
         $20,029 as of January 31, 2023.
 J. Adam Guo
Emo Capital, Corp.
March 30, 2023
Page 5
Statement of Cash Flows, page F-6

20.      Please revise your Net Cash Used in Operating Activities to reflect a
$18,748 Net Cash
         Used In Operating Activities and remove the parentheses from the
$18,748 proceeds from
         notes payable as well as the $1,281 proceeds from notes payable for
the year ended July
         31, 2022 on page F-18.
Statements of Changes in Stockholders' Deficit, page F-17

21.      Please revise the presentation of the amounts under the Additional
Paid in Capital column
         to remove the parenthesis, as the amounts do not represent a negative
amount. Address
         this comment with your interim financial statements.
Note 1 - Organization and Nature of Business, page F-19

22.      Please revise your discussion of the 60 million shares of common stock
issued to Bryan
         Glass to clarify that the total value of the shares was $660,000
rather than $60,000. Refer
         to your previously filed financial statements in your Form 10 filed
June 9, 2021. Also,
         include a discussion of the 1,000 shares of Series C preferred stock
granted to Mr. Guo for
         the consideration of his services to the company, including the value
of those shares and
         the material terms of the grant. Revise your Statement of Changes in
Stockholders
         Deficit for your interim financial statements to show the issuance of
these shares. Finally,
         confirm that the value of the services performed for which the
preferred shares were
         issued has been recognized in your statement of operations and losses
for the six-months
         ended January 31, 2023.
Note 3 - Summary
FirstName          of Significant
           LastNameJ.   Adam GuoAccounting Policies, page F-21
Comapany
23.        NameEmo
       Please          Capital,
              revise your BasisCorp.
                                of Presentation to clarify that the financial
statements have been
March prepared
       30, 2023 under
                Page 5accounting principles generally accepted in the United
States.
FirstName LastName
 J. Adam Guo
FirstName  LastNameJ.  Adam Guo
Emo Capital, Corp.
Comapany
March      NameEmo Capital, Corp.
       30, 2023
March6 30, 2023 Page 6
Page
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Tracey Houser at 202-551-3736 or Jeanne Baker at
202-551-3691 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Richie at 202-551-7857 or Jane Park at 202-551-7439 with any
other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Industrial
Applications and
                                                          Services
cc:      Vic Devlaeminck