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Proc-Type: 2001,MIC-CLEAR
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United States Securities and Exchange Commission Washington, D.C. 20549 FORM - 10QSB [ X ]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2008 or [ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934 For the transition period from _____________________ to
__________________ Commission File No. Emo Capital Corp. --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- (Exact
name of small business issuer as specified in its charter) 115 He Xiang Road, Bai He Village, Qing Pu, Shanghai,
China, 200000
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- (Address of principal executive offices) 135-2150-3777 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- (Registrant's telephone number, including area code) ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- (Former name, address and fiscal year, if changed since last
report) Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15 (d) of the Exchange Act during the past 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 [ x ] No [ ] Indicate by check mark whether the registrant is a shell company
(as defined by Rule 12b-2 of the Exchange Act). Yes [
] No [ x ] The number of shares of the registrant's common stock, par value
$0.001 per share, outstanding as of January 31, 2008 was 2,000,000. Transitional Small Business Disclosure Format (Check One):
Yes [ ] No [ x ] 1 INDEX Part I - FINANCIAL INFORMATION Item 1.Unaudited Financial Statements Balance
Sheet as of January 31, 2008 and July 31, 2007 (unaudited)..............................................................................................................................................3 Statement of Operations for the Three months ended
January 31, 2008 and 2007 and
the period from August 23 , 2006 (Inception) to January 31, 2008 (unudited)........................................................................................................................................................................................................................................4 Statement of Cash Flows for the Three months ended
October 31, 2007 and 2006 and
the period from August 23, 2006 (Inception) to January 31, 2008 (unudited).......................................................................................................................................................................................................................................5 Notes to
Unaudited Financial
Statements.........................................................................................................................................................................................7 Item 2. Management's Discussion and Analysis
or Plan of
Operations.....................................................................................................................................................13 Item 3. Controls and
Procedures............................................................................................................................................................................................................15 Part II - OTHER
INFORMATION..........................................................................................................................................................................................................17 2 Part I - FINANCIAL INFORMATION Item 1. Financial Statements REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and We have reviewed the accompanying balance sheet of Emo
Capital Corp. as of January 31, 2008 and the related statements of income,
stockholders' equity and comprehensive income, and cash flows for the
three-month period ended January 31, 2008. These financial statements are the
responsibility of the company's management. We conducted our review in accordance with the standards of
the Public Company Accounting Oversight Board (United States). A review of
interim financial information consists principally of applying analytical
procedures and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with standards of the Public Company Accounting Oversight Board
(United States), the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion. Based on our review, we are not aware of any material
modifications that should be made to the accompanying interim financial
statements for them to be in conformity with accounting principles generally
accepted in the United States of America.
/s/ Kenne Ruan, CPA, P.C. Emo Venture Inc. (A Development Stage Company) Balance Sheets (unaudited) ASSETS Cash and Cash Equivalents Prepaid Expenses LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) Accounts Payable and Accrued Liabilities The accompany notes are an integral part of these financial
statements. Emo Capital Corp. (A Development Stage Company) Statement of Operations (unaudited)
From August 23
From August 23
2006 (Inception) to
2006 (Inception) to
July 31
January 31
2008
2007
2007
2008 General and Administrative
Expenses
Net Loss ==================== ==================== Basic and diluted net loss per common share
$
(0.00)
$
(0.00)
$
(0.00) Weighted Average Number of Shares Outstanding (Basic
and Diluted) 2,000,000 - 2,000,000 The accompany notes are an integral part of these financial
statements. Emo Capital Corp. (A Development Stage Company) Statement of Operations (Unaudited)
From August 23
From August 23
2006 (Inception) to
2006 (Inception) to
July 31
January 31
2008
2007
2007
2008
Cash flow from Operating Activities
Net Loss
Accounts payable and accrued liabilities
Net cash used in operating activities
Cash flows from Financing Activities
Proceeds from Shareholder Loan
Net cash provided by financing activities
Net Change in Cash Cash at
beginning of period Cash at end of period
Cash paid for interest
Cash paid for income taxes The accompany notes are an integral part of these financial
statements. Emo Capital Corp. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS (Unaudited) Note 1. -
NATURE AND CONTINUANCE OF OPERATIONS The Company is a development stage company which was incorporated in the
State of Nevada, United States of America on August 23, 2006. The Company
intends to commence operations a e-commerce website which acts as medium with
which to facilitate communication between Internet users. These financial statements have been prepared on a going concern basis. The
Company has accumulated a deficit of $6,296 since inception and has not yet to
achieve profitable operations and further losses are anticipated in the
development of its business, raising substantial doubt about the Company's
ability to continue as a going concern. Its ability to continue as a going
concern is dependent upon the ability of the Company to generate profitable
operations in the future and or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations
when they come due. Management plans to continue to provide for its working
capital needs by seeking loans from its shareholder. These financial statements
do not include any adjustments to the recoverability and classification of
assets, or the amount and classification of liabilities that may be necessary
should the Company be unable to continue as a going concern. The company's year-end is July 31, 2007. Note 2.
- - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in the United States of America.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period necessarily
involves the use of estimates, which have been made using careful judgment.
Actual results may vary from these estimates. The financial statements have, in management's opinion, been properly
prepared within the framework of the significant accounting policies summarized
below: Cash and Cash Equivalents Cash equivalents comprise certain highly liquid instruments with a maturity
of three months or less when purchased. As at January 31, 2008, there were no
cash equivalents. Development Stage Company The Company complies with Statement of Financial Accounting Standard ("SFAS")
No. 7 and the Securities and Exchange Commission Exchange Act 7 for its
characterization of the Company as development stage. Impairment of Long Lived Assets Long-lived assets are reviewed for impairment in accordance with SFAS No.
144, "Accounting for the Impairment or Disposal of Long- lived Assets". Under
SFAS No. 144, long-lived assets are tested for recoverability whenever events or
changes in circumstances indicate that their carrying amounts may not be
recoverable. An impairment charge is recognized or the amount, if any, which the
carrying value of the asset exceeds the fair value. Foreign Currency Translation The Company is located and operating outside of the United States of America.
It maintains its accounting records in U.S. Dollars, as follows: At the transaction date, each asset, liability, revenue, and expense is
translated into U.S. dollars by the use of exchange rates in effect at that
date. At the period end, monetary assets and liabilities are remeasured by using
the exchange rate in effect at that date. The resulting foreign exchange gains
and losses are included in operations. The Company's currency exposure is insignificant and immaterial and we do not
use derivative instruments to reduce its potential exposure to foreign currency
risk. Financial Instruments The carrying value of the Company's financial instruments consisting of cash
equivalents and accounts payable and accrued liabilities approximates their fair
value because of the short maturity of these instruments. Unless otherwise
noted, it is management's opinion that the Company is not exposed to significant
interest, currency or credit risks arising from these financial instruments. Income Taxes The Company uses the assets and liability method of accounting for income
taxes in accordance with SFAS No. 109 "Accounting for Income Taxes". Under
this method, deferred tax assts and liabilities are recognized for the future
tax consequences attributable to temporary differences between the financial
statements carrying amounts of existing assets and liabilities and their
respective tax bases. 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 settled. Basic and Diluted Net Loss Per Share In accordance with SFAS No. 128, "Earnings Per Share', the basic net loss per
common share is computed by dividing net loss available to common stockholders
by the weighted average number of common shares
outstanding. Diluted net loss per common share is computed similar to basic net
loss per common 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. As at January 31, 2008, diluted net loss per share is equivalent to
basic net loss per share. Stock Based Compensation The Company accounts for stock options and similar equity instruments issued
in accordance with SFAS No. 123(revised), " Share-Based Payment".
Accordingly, compensation costs attributable to stock options or similar equity
instruments granted are measured at the fair value at the grant date, and
expensed over the expected vesting period. Transactions in which
goods or services are received in exchange for the issuance of equity
instruments are accounted for based on the fair value of the consideration
received or the fair value of the equity instruments issued, whichever is more
reliably measurable. SFAS No. 123(revised) requires excess tax
benefits be reported as a financing cash inflow rather than as a reduction of
taxes paid. The Company did not grant any stock options during the period ended January
31, 2008. Comprehensive Income The Company adopted Statement of Financial Accounting Standards No. 130 (SFAS
130), Reporting Comprehensive Income, which establishes standards for reporting
and display of comprehensive income, its components and accumulated balances.
The Company is disclosing this information on its Statement of Stockholders'
Equity. Comprehensive income comprises equity except those resulting from
investments by owners and distributions to owners. The Company has no elements of "other comprehensive income" during the period
ended January 31, 2008. Advertising Expenses The company expenses advertising costs as incurred. There was no advertising
expense incurred by the company during the period ended January 31, 2008.
New Accounting Standards Management does not believe that any recently issued, but not yet effective
accounting standards if currently adopted could have a material effect on the
accompanying financial statements. Note 3. -
CAPITAL STOCK On July 15, 2007, the Company issued 2,000,000
common shares at $0.001 per share to the sole director of the Company for total
proceeds of $2,000. Note 4. -
RELATED PARTY TRANSACTIONS The Company's sole officer has loaned the company $4,005, without
interest and fixed term of repayment. Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations
This 10−QSB contains forward-looking statements. Our actual results could differ
materially from those set forth as a result of general economic conditions and
changes in the assumptions used in making such forward-looking statements. The
following discussion and analysis of our financial condition and results of
operations should be read together with the audited consolidated financial
statements and accompanying notes and the other financial information appearing
elsewhere in this report. The analysis set forth below is provided pursuant to
applicable Securities and Exchange Commission regulations and is not intended to
serve as a basis for projections of future events. Refer also to "Cautionary
Note Regarding Forward Looking Statements" and "Risk Factors" below. The following
discussion and analysis provides information which management of Emo Capital
Corp. (the "Company") believes to be relevant to an assessment and understanding
of the Company's results of operations and financial condition. This discussion
should be read together with the Company's financial statements and the notes to
financial statements, which are included in this report. Caution about
Forward-Looking Statements This management's discussion and
analysis or plan of operation should be read in conjunction with the financial
statements and notes thereto of the Company for the quarter ended January 31,
2008. Because of the nature of a relatively new and growing company the reported
results will not necessarily reflect the future. This section includes a number of
forward-looking statements that reflect our current views with respect to future
events and financial performance. Forward-looking statements are often
identified by words like: believe, expect, estimate, anticipate, intend, project
and similar expressions, or words which, by their nature, refer to future
events. You should not place undue certainty on these forward-looking
statements, which apply only as of the date of this prospectus. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical results or our
predictions. Overview Emo Capital Corp. was incorporated in the state of Nevada on August 23, 2006.
Emo intends to create and develop a new social networking website which will be
an online utility that connects youths in the age groups between 12-18 who
study, and work together. The website will be targeted to the Chinese speaking
market and will initially be advertised to users in China, Taiwan, and Hong
Kong. We expect that we will have a working, beta stage software by the end of
February 2008. We currently have not advanced beyond the business plan state
from our inception until the date of this filing. We plan to raise initial seed
financing through the sale of our common shares as described in this offering.
The initial seed financing will be put towards designing and writing software,
and paying for costs related to registering the Company's common stock for
public sale. We anticipate that in order for us to begin commercialization of
the website, we will need to raise additional capital. We currently do not have
any specific plans to raise these funds. Results of Operations
The Company experienced general and administration expenses of $1,136 for the
three month period ended January 31, 2008, The general and administration
expenses for this period are attributed to professional fees incurred for
meeting the requirements of a publicly reporting company. For the three month period ended January 31, 2008, the company experienced a
net loss of $1,136, and has experienced a total deficit of $6,296 since the
inception. During the three month period ended January 31, 2008, the Company satisfied its
working capital needs by using debt from officer. As of January 31, 2008, the
Company has cash on hand in the amount of $747. Management does not expect that
the current level of cash n hand will be sufficient to fund our operations for
the next twelve month period. In the event that additional funds are required to
maintain operations, our officers and directors have agreed to advance us
sufficient capital to allow us to continue operations. We may also be able to
obtain loans from our shareholders, but there are no agreements or
understandings in place currently. We believe we will require additional funding to expand our business and
ensure its future profitability. We anticipate that any additional funding will
be in the form of equity financing from the sale of our common stock. However,
we do not have any arrangements in place for any future equity financing. In the
event we are not successful in selling our common stock, we may also seek to
obtain short-term loans from our director. Item 3. Controls and
Procedures (a) Evaluation
of Disclosure Controls and Procedures. Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported, within the time period specified in the Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated
to management, as appropriate, to allow timely decisions regarding required disclosure. Our current principal executive officer, who is also our principal financial officer, evaluated the
effectiveness of our disclosure controls and procedures as of the end of the quarterly period covered by this report pursuant to Rule 15d-15(b) promulgated under the Exchange Act.
Based upon that evaluation, our principal executive and financial officer has concluded that our disclosure controls and procedures were effective in alerting management in a timely
fashion to all material information required to be included in our periodic filings with the Commission. (b) Changes
in Internal Controls. There were no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that
occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting. PART II: OTHER INFORMATION Item 1. Legal Proceedings None
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
The Registrant did not sell any unregistered securities during the three months
ended January 31, 2008. Item 3.
Defaults Upon Senior
Securities
None.
Item 4. Submission of Matters to a Vote of
Security Holders.
The Registrant did not submit any matters to a vote of its security holders
during the three months ended January 31, 2008.
Item 5. - Other Information. Not applicable. Item 6 - Exhibits
(a) The following exhibits are filed as part of this report:
31.1
Certification of Chief Executive Officer and Chief Financial Officer of
Periodic Report pursuant to Rule 13a-14a and Rule 15d-14(a).
32.1* Certification
of Chief Financial Officer and Chief Executive Officer of pursuant to Section
1350.
______________________________________________________________________________________________________________________________________________ * This exhibit shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933 of the
Securities Exchange Act of 1934, whether made before or after the date hereof
and irrespective of any general incorporation language in any filings. SIGNATURES Exhibit 31 CERTIFICATION AS REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a) I, Juanming Fang, certify that: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and .
Nevada
N/A
(State of Incorporation)
(I.R.S. Employer Identification No.)
Stockholders of Emo Capital Corp.
Woodbridge, Connecticut
March 12, 2008
January 31
July 31
2008
2007
Current Assets
$
747
$
505
-
1,000
Total Current Assets
747
1,505
Total Assets
$
747
$ 1,505
======================
=================
Current Liabilities
$
1,038
$
1,405
Shareholder Loan
4,005
-
Total Current Liabilities
5,043
1,405
Stockholder's Equity (Deficit)
Common Stock
Authorized:
75,000,000 common shares at $0.001 par value
2,000,000 share issued and outstanding
2,000
2,000
Deficit, accumulated during development stage
(6,296)
(1,900)
Total Shareholder's Equity (Deficit)
(4,296)
100
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
(DEFICIT)
$
747
$ 1,505
======================
=================
Three Months Ended
January 31,
Professional Fees
$ 1,136
$
-
$
1,500
$
5,788
Management Fees
-
-
350
350
Filing Fees
-
-
50
50
Bank charges
-
-
-
108
$ (1,136)
$
-
$
(1,900)
$
(6,296)
================
===================
Three Months Ended
January 31,
$ (1,136)
$
-
$ (1,900)
$ (6,296)
Changes in
Prepaid Expenses
-
-
(1,000)
-
536
-
1,405
1,038
(600)
-
(1,495)
(5,258)
1,000
-
-
4,005
Proceeds from sale of common stock
-
-
2,000
2,000
1,000
-
2,000
6,005
400
-
505
747
347
-
-
-
$
747
$
-
$
505
$
747
================
===============
=============
=============
Supplemental Disclosure of Cash Flow Information
$
-
$
-
$
-
$
-
-
-
-
-
March 12, 2008
/s/ "Jianbin Chen"
Mr. Jianbin Chen, President
(Authorized Officer and Principal Executive Officer)
a. All significant deficiencies and material weaknesses in the design of operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Dated: March 12, 2008
/s/ Juanming Fang
Juanming Fang
Chief Executive Officer
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the report of Emo Capital Corp. (the "Company"), on Form 10-QSB for the quarter ending January 31, 2008, as filed with the Securities and Exchange Commission (the "Report"), I, Juanming Fang, Chief Executive Officer of the Company, certify, pursuant to Sect 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sect 1350), that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Juanming Fang
Juanming Fang,
Chief Executive Officer
Dated: March 12, 2008