U.S. Securities and Exchange Commission

Washington, D.C. 20549



FORM 10-Q



[ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF  THE SECURITIES
AND EXCHANGE ACT OF 1934

For the quarterly period ended
January 31st, 2009



or



[   ]             
TRANSITION REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934



For the transition period from _____________________

Commission File No. 333-145884



Emo Capital Corp.

---------------------------------------------

(Name of small business issuer in its charter)



Nevada
      N/A(State of Incorporation)
      (I.R.S. Employer Identification No.)




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)

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 X No o


Indicate by check mark whether the
  registrant is a large accelerated filer, an accelerated filer, a
  non-accelerated filer or a smaller reporting company. See the definitions of
  "large accelerated filer," "accelerated filer" and "smaller reporting company"
  in Rule 12b-2 of the Exchange Act. (Check one):


|Large accelerated filer o | Accelerated filer o | Non-accelerated filer o
    (Do not check if a smaller reporting company) | Smaller
    reporting company X
|------------------------- | ------------------- | ------------------------------------------------------------------------- | -------------------------------

Indicate by check mark whether the
  Registrant is a shell company (as defined in Rule 12b-2 of Exchange Act)
  Yes X No o


The number of shares outstanding of the
  Registrant's common stock, par value $.001 per share, at March 16th, 2009 was
  5,000,000 shares.






1



Part I - FINANCIAL INFORMATION

Emo Capital Corp.

(A Development Stage Company)

Balance Sheets

|                                                                 | January 31,                   | July 31,                 
|---------------------------------------------------------------- | ----------------------------- | -------------------------
|                                                                 | 2009                          | 2008                     
|                                                                 | (Unaudited)                   |                          
|ASSETS                                                          
|Current Assets                                                   |                               |                          
|Cash and cash equivalents                                        | $                 
      260  | $            
      7,636
|Total Current Assets                                             | 260                           | 7,636                    
|                                                                 |                               |                          
|TOTAL ASSETS                                                     | $                 
		260      | $         7,636          
|                                                                 |                               |                          
|LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)            
|                                                                 |                               |                          
|Current Liabilities                                              |                               |                          
|Accounts payable and accrued liabilities                         | $            
      502       | $          
		502        
|Shareholder loan                                                 | 10,282                        | 5,083                    
|Total Current Liabilities                                        | 10,784                        | 5,585                    
|                                                                 |                               |                          
|                                                                
|Stockholders' Equity
      (Deficit)                             |                               |                          
|Common stock                                                     |                               |                          
|Authorized:
      $0.001 par value, 75,000,000 shares authorized |                               |                          
|Issued and
      Outstanding                                     |                               |                          
|5,000,000 common
      shares                                    | 5,000                         | 5,000                    
|Additional paid in capital                                       | 27,000                        | 27,000                   
|Deficit, accumulated during the development stage                | (42,525)                      | (29,949)                 
|Total Stockholders' Equity (Deficit)                             | (10,525)                      | 2,051                    
|                                                                 |                               |                          
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
      (DEFICIT)       | $                  
      260 | $            
      7,636
|                                                                 |                               |                          



The accompanying notes are an
integral part of these financial statements.



Emo Capital Corp.

(A Development Stage Company)

Statements of Operations

(Unaudited)



For the
      For the
      From August 23, 2006Three Months Ended
      Six Months Ended
      (Inception) toJanuary 31,
      January 31,
      January 31,
      January 31,
      January 31,2009
      2008
      2009
      2008
      2009General and Administrative
      ExpensesProfessional Fees
      $ 2,117
      $ 1,136
      $ 12,117
      $ 4,288
      $ 41,389Management Fees
      -
      -
      -
      -
      350Filing Fee
      124
      -
      348
      -
      398Bank charges and interest
      25
      -
      111
      108
      388Total General and Administrative Expenses
      2,266
      1,136
      12,576
      4,396
      42,525Net (Loss) for the Period
      $ (2,266)
      $ (1,136)
      $ (12,576)
      $ (4,396)
      $ (42,525)Net Loss per ShareBasic and diluted net loss
      per common share
      (0.00)
      (0.00)
      (0.00)
      (0.00)Weighted Average Number of Shares (Basic
      and Diluted)
      5,000,000
      2,000,000
      5,000,000
      2,000,000


The accompanying notes are an
integral part of these financial statements.





Emo Capital Corp.

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

For the
      From August 23, 2006Three Months ended
      (Inception) toJanuary 31,
      January 31,
      January 31,2009
      2008
      2009Cash Provided by (Used for)Operating ActivitiesNet profit (loss) for the period
    $ (12,576)
    $ (4,396)
    $ (42,525)Changes in:Prepaid Expense
    -
    1,000
    -Accounts payable and accrued liabilities
    -
    (367)
    502Cash used for operating activities
    (12,576)
    (3,763)
    (42,023)Cash from Financing ActivitiesProceeds from shareholder loan
    5,199
    4,005
    10,282Cash received for shares issued
    -
    -
    32,000Cash provided by financing activities
    5,199
    4,005
    42,282Cash increase (decrease) during the period
    (7,376)
    242
    260Cash and cash equivalents, beginning of period
    7,636
    505
    -Cash and cash equivalents, end of period
    $ 260
    $ 747
    $ 260Supplementary InformationInterest Paid
    -
    -
    -Income Taxes Paid
    -
    -
    -


The accompanying notes are an
integral part of these financial statements.





Emo Capital Corp.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

For the year ended January 31, 2009

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 $42,525 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.

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 31st, 2009, 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, 2009, 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, 2009.

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, 2009.

Advertising Expenses

The company expenses advertising costs as incurred. There was no advertising
expense incurred by the company during the period ended January 31, 2009.

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.

In May, 2008, the Company issued 3,000,000 common shares at $0.01 per share
to subscribers for total proceeds of $30,000.

Note 4.    -      RELATED PARTY TRANSACTIONS

The Company's sole officer has loaned the company $10,282, without interest
and fixed term of repayment.



Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations

Caution about
Forward-Looking Statements

This quarterly report contains forward-looking statements. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as "may", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, that may cause our or our industry's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$)
and are prepared in accordance with United States Generally Accepted Accounting
Principles. The following discussion should be read in conjunction with our
financial statements and the related notes that appear elsewhere in this
quarterly report. The following discussion contains forward-looking statements
that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are
expressed in United States dollars. All references to "US$" refer to United
States dollars and all references to "common shares" refer to the common shares
in our capital stock.

As used in this quarterly report, the terms "we", "us", "our", "our company"
and "Emo" mean Emo Capital Corp., unless otherwise indicated.

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
June 2009. 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 $2,266 and $1,136 for the three month period ended
January 31, 2009 and 2008 respective. The increase in 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,
2009, the company experienced a net loss of $2,266, and has experienced a total
deficit of $42,525 since inception.

Liquidity and Capital Resources

During the three month period ended January 31,
2009, the Company satisfied its working capital needs by using loans from the
Company's officer. As of January 31, 2009, the Company has cash on hand in the
amount of $260. 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. Quantitative Disclosures About Market Risks

As a "smaller reporting company", we are not required to provide
the information required by this Item.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president (our
principal executive officer, principal accounting officer and principal
financial officer) to allow for timely decisions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures, our
management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and our management is required to apply its judgment
in evaluating the cost-benefit relationship of possible controls and procedures.

As of January 31, 2008, the end of the three month period
year covered by this report, our president (our principal executive officer,
principal accounting officer and principal financial officer) carried out an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on the foregoing, our president (our principal
executive officer, principal accounting officer and principal financial officer)
concluded that our disclosure controls and procedures were effective as of the
end of the period covered by this annual report.

There have been no changes in our internal controls over
financial reporting that occurred during the period ended January 31, 2009 that
have materially affected, or are reasonably likely to materially affect, our
internal controls over financial reporting.





PART II: OTHER INFORMATION

Items 1. Legal Proceedings

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

Much of the information included in this quarterly report includes or is
based upon estimates, projections or other "forward looking statements". Such
forward looking statements include any projections or estimates made by us and
our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.

Such estimates, projections or other "forward looking statements" involve
various risks and uncertainties as outlined below. We caution the reader that
important factors in some cases have affected and, in the future, could
materially affect actual results and cause actual results to differ materially
from the results expressed in any such estimates, projections or other "forward
looking statements".

Our common shares are considered speculative during the development of our
new business operations. Prospective investors should consider carefully the
risk factors set out below.

RISKS RELATED TO OUR BUSINESS

Our auditors have issued a going concern
opinion. This means we may not be able to achieve our objectives and may have to
suspend or cease operations.

Our auditors have issued a going concern opinion
as at March 17, 2009. This means that there is substantial doubt that we can
continue as an ongoing business without additional financing and/or generating
profits. If we are unable to do so, we will have to cease operations and you
will lose your investment.

Because all of our assets and our officer and
director is located outside the United States of America, it may be difficult
for an investor to enforce within the United States any judgments obtained
against us or our officer and director.

All of our assets are located outside of the
United States and we do not currently maintain a permanent place of business
within the United States. In addition, our director and officer is a national
and/or resident of a country other than the United States, and all or a
substantial portion of such persons' assets are located outside the United
States. As a result, it may be difficult for an investor to effect service of
process or enforce within the United States any judgments obtained against us or
our officer or director, including judgments predicated upon the civil liability
provisions of the securities laws of the United States or any state thereof. In
addition, there is uncertainty as to whether the courts of China and other
jurisdictions would recognize or enforce judgments of United States courts
obtained against us or our director and officer predicated upon the civil
liability provisions of the securities laws of the United States or any state
thereof, or be competent to hear original actions brought in China or other
jurisdictions against us or our director and officer predicated upon the
securities laws of the United States or any state thereof.

Because we have only one officer and director
who are responsible for our managerial and organizational structure, in the
future, there may not be effective disclosure and accounting controls to comply
with applicable laws and regulations which could result in fines, penalties and
assessments against us.

We have only one officer and director. He is
responsible for our managerial and organizational structure which will include
preparation of disclosure and accounting controls under the Sarbanes Oxley Act
of 2002. When theses controls are implemented, they will be responsible for the
administration of the controls. Should they not have sufficient experience, they
may be incapable of creating and implementing the controls which may cause us to
be subject to sanctions and fines by the SEC which ultimately could cause you to
lose your investment.

Because we do not maintain any insurance, if
a judgment is rendered against us, we may have to cease operations.

We do not maintain any insurance and do not
intend to maintain insurance in the future. Because we do not have any
insurance, if we are made a party to a lawsuit, we may not have sufficient funds
to defend the litigation. In the event that we do not defend the litigation or a
judgment is rendered against us, we may have to cease operations.

Because all of our assets and our sole
officer and director is located outside the United States of America, it may be
difficult for an investor to enforce within the United States any judgments
obtained against us or  our officer and director.

All of our assets are located outside of the
United States. In addition, our director and officer is a national and/or
resident of countries other than the United States, and all or a substantial
portion of such persons' assets are located outside the United States. As a
result, it may be difficult for an investor to effect service of process or
enforce within the United States any judgments obtained against us or our
officer or director, including judgments predicated upon the civil liability
provisions of the securities laws of the United States or any state thereof. In
addition, there is uncertainty as to whether the courts of China or China or
other jurisdictions would recognize or enforce judgments of United States courts
obtained against us or our director and officer predicated upon the civil
liability provisions of the securities laws of the United States or any state
thereof, or be competent to hear original actions brought in China or other
jurisdictions against us, our sole officer and director predicated upon the
securities laws of the United States or any state thereof.

If we are not able to effectively
respond to competition, our business may fail.

There are many small software
developers that sell software products which are similar to our proposed
business venture. Most of these competitors have established businesses with a
established customer base. We will attempt to compete against these groups by
offering a much higher quality product compared to our competitors products with
a more customizable product. However, we cannot assure you that such a strategy
will be successful, or that competitors will not copy our business strategy. Our
inability to achieve sales and revenues due to competition will have an adverse
effect on our business operations and financial condition.

We need to raise additional
investment capital in the future in order to commence our business operations.

If we are unable to raise the required
investment capital, you may lose all of your investment In the current economic
environment; it is extremely difficult for companies without profits or
revenues, such as us, to raise capital. We currently do not have a specific plan
of how we will obtain such funding; however, we anticipate that additional
funding will be in the form of equity financing from the sale of our common
stock. In the event we are not successful in selling our common stock, we may
also seek to obtain short-term loans from our director, although no such
arrangement has been made. At this time, we cannot provide investors with any
assurance that we will be able to raise sufficient funding from the sale of our
common stock or through a loan from our director to meet our initial capital
requirement needs. If we are unable to raise the required financing, we will be
unable to proceed with our business plan and you may lose your entire
investment.

Because our articles of
incorporation authorize the issuance of 75,000,000 shares of common stock, an
investor faces the risk of having their percentage ownership diluted in the
future.

We anticipate that any additional
funding will be in the form of equity financing from the sale of our common
stock. In the future, if we do sell more common stock, your investment could be
subject to dilution. Dilution is the difference between what you pay for your
stock and the net tangible book value per share immediately after the additional
shares are sold by us. These shares may also be issued without security holder
approval and, if issued, may be granted voting powers, rights, and preferences
that differ from and may be superior to those of the registered shares.

RISKS RELATED TO OUR COMMON STOCK

Trading in our common shares on the OTC Bulletin Board is limited and
sporadic making it difficult for our shareholders to sell their shares or
liquidate their investments.

Our common shares are currently listed for public trading on the OTC Bulletin
Board. The trading price of our common shares has been subject to wide
fluctuations. Trading prices of our common shares may fluctuate in response to a
number of factors, many of which will be beyond our control. The stock market
has generally experienced extreme price and volume fluctuations that have often
been unrelated or disproportionate to the operating performance of companies
with no current business operation. There can be no assurance that trading
prices and price earnings ratios previously experienced by our common shares
will be matched or maintained. These broad market and industry factors may
adversely affect the market price of our common shares, regardless of our
operating performance.

In the past, following periods of volatility in the market price of a
company's securities, securities class-action litigation has often been
instituted. Such litigation, if instituted, could result in substantial costs
for us and a diversion of management's attention and resources.

Our stock is a penny stock. Trading of our stock may be restricted by the
SEC's penny stock regulations which may limit a stockholder's ability to buy and
sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has
adopted Rule 15g-9 which generally defines "penny stock" to be any equity
security that has a market price (as defined) less than $5.00 per share or an
exercise price of less than $5.00 per share, subject to certain exceptions. Our
securities are covered by the penny stock rules, which impose additional sales
practice requirements on broker-dealers who sell to persons other than
established customers and "accredited investors". The term "accredited investor"
refers generally to institutions with assets in excess of $5,000,000 or
individuals with a net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouse. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer also must provide
the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules; the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales
practice requirements which may also limit a stockholder's ability to buy and
sell our stock.

In addition to the "penny stock" rules described above, FINRA has adopted
rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock and have an adverse effect on the market for our shares.

Item 2 Unregistered Sales of Equity Securities and Use of
Proceeds

None

Item 3 Defaults Upon Senior Securities

None

Item 4 Submission of Matters to a Vote of Security Holders

None

Item 5 Other Information

None

Item 6: Exhibits

(a)   The following exhibit is filed as part of this report:

31.1 
Certification of Principal Executive Officer and Principal Financial Officer
filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 

Certification of Principal Executive Officer and Principal Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002



SIGNATURES



March 16, 2009
      /s/  Juanming Fang__________________Mr. Juanming Fang, President