U.S. Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q/A

[ 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, 2012

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.)

350 E. 82nd Street, 16D, New York, NY 10028, USA



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(Address of principal executive offices)



(888) 370-4487



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

(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 19, 2012 is 5,000,000.

Explanatory Note:  This amendment to Form
10-Q is filed in response to comments received from the SEC on June 27, 2012.

Part I - FINANCIAL INFORMATION



|Emo Capital Corp.                                                         |  |                           |                           |                                                |                        |                           |                          
|------------------------------------------------------------------------- |  | ------------------------- | ------------------------- | ---------------------------------------------- | ---------------------- | ------------------------- | -------------------------
|(A Development Stage Company)                                             |  |                           |                           |                                                |                        |                           |                          
|Balance Sheets                                                            |  |                           |                           |                                                |                        |                           |                          
|                                                                          |  |                           |                           |                                                |                        |                           |                          
|                                                                          |  |                           |                           |                                                |                        |                           |                          
|                                                                          |  |                           |                           |                                                |                        |                           |                          
|                                                                          |  |                           |                           |                                                |                        |                           |                          
|                                                                          |  |                           |                           | ASSETS                                         |                        |                           |                          
|Current Assets                                                            |  |                           |                           |                                                |                        |                           |                          
|Cash and cash equivalents                                                 |  |                           |                           |                                                |                        | $                       - | $                       -
|TOTAL CURRENT ASSETS                                                      |  |                           |                           |                                                | -                      | -                         |                          
|                                                                          |  |                           |                           |                                                |                        |                           |                          
|TOTAL ASSETS                                                              |  |                           |                           |                                                |                        |                           | $                       -
|                                                                          |  |                           |                           |                                                |                        |                           |                          
|                                                                          |  |                           |                           | LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |                        |                           |                          
|                                                                          |  |                           |                           |                                                |                        |                           |                          
|Current Liabilities                                                       |  |                           |                           |                                                |                        |                           |                          
|Accounts payable and accrued liabilities                                  |  |                           |                           |                                                | $                9,672 | $                6,402    |                          
|Shareholder loan                                                          |  |                           |                           |                                                |                        |                           | 12,841                   
|TOTAL CURRENT LIABILITIES                                                 |  |                           |                           |                                                | 22,514                 | 19,244                    |                          
|                                                                          |  |                           |                           |                                                |                        |                           |                          
|                                                                          |  |                           |                           |                                                |                        |                           |                          
|Stockholders' Equity (Deficit)                                            |  |                           |                           |                                                |                        |                           |                          
|Common stock                                                              |  |                           |                           |                                                |                        |                           |                          
|Authorized: $0.001 par value, 75,000,000 shares authorized                |  |                           |                           |                                                |                        |                           |                          
|Issued and Outstanding:                                                   |  |                           |                           |                                                |                        |                           |                          
|5,000,000 common shares as of October 31, 2009 and July 31, 2009          |  | 5,000                     | 5,000                     |                                                |                        |                           |                          
|Additional paid in capital                                                |  |                           |                           |                                                |                        | 27,000                    | 27,000                   
|Deficit accumulated during the development stage                          |  |                           |                           | (54,514)                                       | (51,244)               |                           |                          
|TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                      |  |                           | (22,514)                  | (19,244)                                       |                        |                           |                          
|                                                                          |  |                           |                           |                                                |                        |                           |                          
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                               |  | $                       0 | $                     (0) |                                                |                        |                           |                          
|                                                                          |  |                           |                           |                                                |                        |                           |                          
|                                                                          |  |                           |                           |                                                |                        |                           |                          
|The accompanying notes are an integral part of these financial statements |  |                           |                           |                                                |                        |                           |                          





|Emo Capital Corp.                                                         |  |                               |                                   |                                               
|------------------------------------------------------------------------- |  | ----------------------------- | --------------------------------- | ----------------------------------------------
|(A Development Stage Company)                                             |  |                               |                                   |                                               
|Statement of Cash Flows                                                   |  |                               |                                   |                                               
|(Unaudited)                                                               |  |                               |                                   |                                               
|                                                                          |  |                               |                                   |                                               
|                                                                          |  |                               |                                   |                                               
|                                                                          |  | For the Six Months Ended      | From August 23, 2006              |                                               
|                                                                          |  | January 31,                   | January 31,                       | (Inception) to                                
|                                                                          |  | 2012                          | 2011                              | January 31, 2012                              
|Cash Flows from Operating Activities                                      |  |                               |                                   |                                               
|Net loss                                                                  |  | $                  (3,270)    | $                       (2,000)   | $                                 (54,514)    
|Changes in:                                                               |  |                               |                                   |                                               
|Prepaid Expenses                                                          |  | -                             | -                                 | -                                             
|Accounts payable and accrued liabilities                                  |  | 3,270                         | 2,000                             | 9,672                                         
|Net cash provided by (used in) operating activities                       |  | -                             | -                                 | (44,841)                                      
|                                                                          |  |                               |                                   |                                               
|Financing Activities                                                      |  |                               |                                   |                                               
|Shareholder loan                                                          |  | -                             | -                                 | 12,841                                        
|Share Capital Subscribed                                                  |  | -                             | -                                 | 32,000                                        
|Net cash provided by financing activities                                 |  | -                             | -                                 | 44,841                                        
|                                                                          |  |                               |                                   |                                               
|                                                                          |  |                               |                                   |                                               
|Net increase (decrease) change in cash                                    |  | -                             | -                                 | 0                                             
|                                                                          |  |                               |                                   |                                               
|Cash and cash equivalents balance, beginning of period                    |  | -                             | 41                                | -                                             
|                                                                          |  |                               |                                   |                                               
|Cash and cash equivalents balance, end of period                          |  | $                           - | $                              41 | $                                            0
|                                                                          |  |                               |                                   |                                               
|Supplemental Disclosure of Cash Flow Information                          |  |                               |                                   |                                               
|                                                                          |  |                               |                                   |                                               
|Cash paid for interest                                                    |  | -                             | -                                 | -                                             
|Cash paid for income taxes                                                |  | -                             | -                                 | -                                             
|                                                                          |  |                               |                                   |                                               
|The accompanying notes are an integral part of these financial statements |  |                               |                                   |                                               





|Emo Capital Corp.                          
|-------------------------------------------
|(A Development Stage Company)              
|Statements of Operations                   
|(Unaudited)                                
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|General and Administrative Expenses        
|Professional Fees                          
|Management Fees                            
|Filing Fee                                 
|Bank charges and interest                  
|                                           
|                                           
|Net loss                                   
|                                           
|Basic and diluted net loss per common share
|                                           
|Weighted average common shares             
|outstanding - basic and diluted            
|                                           



Emo Capital Corp.

(A Development Stage
Company)

NOTES TO FINANCIAL
STATEMENTS

For the Six Months
Ended January 31, 2012

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 $54,514 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 31, 2012, there were no cash equivalents.

Development Stage Company

The Company complies with the FASB Accounting
Standards Codification (ASC) Topic 915 Development Stage Entities 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 ASC Topic 360, "Accounting for the Impairment or Disposal of Long- lived Assets". Under ASC Topic
360, 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 FASB Topic 740 “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 FASB Topic 260 , "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, 2012, 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 ASC Topic 718 Compensation-Stock Compensation.  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. ASC Topic 718- Compensation 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, 2012.

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, 2012.

Advertising Expenses

The company expenses advertising costs as
incurred. There was no advertising expense incurred by the company during the period ended January 31, 2012.

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 $12,841, 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,
which 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 2012. 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 $3,270 and $28,049 for the six  month period ended January 31, 2012 and 2012 respective.

For the six  month period ended January  31, 2012, the
company experienced a net loss of $3,270, and has experienced a total deficit of $54,514 since inception.

Liquidity and Capital Resources

During the six  month period ended January  31,
2012, the Company satisfied its working capital needs by using loans from the Company's officer. As of January 31, 2012 the
Company has cash on hand in the amount of $0. Management does not expect that the current level of cash on 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

Disclosure Controls and Procedures.



The Company's management, with the participation of the
Company's principal executive officer and principal financial officer, has evaluated the effectiveness of the Company's disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the
"Exchange Act")) as of the end of the period covered by this Report. Based on such evaluation, the Company's principal executive
officer and principal financial officer have concluded that, as of the end of such period, the Company's disclosure controls and
procedures were effective.



Internal Control Over Financial Reporting.

There have not been any changes in the Company's internal
control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal
control 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 October
30, 2011. 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, Director
Principal Financial Officer and Principal Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized July 18, 2012

July 18, 2012

/s/ Juanming Fang__________________

Mr. Juanming Fang,

Chief Executive Officer, Director, Principal
Financial Officer, Principal Accounting Officer