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 October 31, 2010



                                  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)

                                  N/A
                 (I.R.S. Employer Identification No.)




 115 He Xiang Road, Bai He Village, Qing Pu, Shanghai, China, 200000


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

               (Address of principal executive offices)



                             949-419-6588

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

         (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

 Smaller reporting company X
 (Do not check if a smaller reporting company)


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 February 22, 2011 was 5,000,000
shares.

Explanatory Note: This amendment is a response to the comment letter sent
by the United States Securities and Exchange Commission on
February 4, 2011.





Part I - FINANCIAL INFORMATION

Emo Capital Corp.

(A Development Stage Company)

Balance Sheets

                                                            <TABLE>
<S>                                     <C>         <C>
                                        October     July 31,
                                        31, 2010    2010



Assets

Current Assets - Cash and Cash          $41         $41
Equivalents

TOTAL ASSETS                            $41         $41

Liabilities

Current Liabilities

             Accounts Payable and       $4,602      $2,602
Accrued Liabilities

             Shareholder Loan           $12,882     $12,882

TOTAL CURRENT LIABILITIES               $17,485     $15,485

Stockholders' Equity - Common Stock

            Authorized: 75,000,000
common shares at $0.001 par value
     Issued and outstanding: 5,000,000
common shares issued and outstanding    5,000       5,000
as of October 31, 2010 and July 31,
2010



Additional Paid-in Capital              27,000      27,000

Deficit accumulated during the          $(49,444)   $(47,444)
developmental stage

TOTAL STOCKHOLDERS' EQUITY              $(17,444)   $(15,444)

TOTAL LIABILITIES AND STOCKHOLDERS'     $41         $41
EQUITY
</TABLE>

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


Emo Capital Corp.
(A Developmental Stage Company)
Statement of Cash Flows


<TABLE>
<S>                                <C>        <C>      <C>
                                   For the    For the  August
                                   Three      Three    23, 2006
                                   Months     Months   (Inception)
                                   Ended      Ended
                                   October    October  to
                                   31, 2010   31, 2009 October
                                                       31, 2010

Cash Flow from Operating
Activities

     Net loss for the Period       $(2,000)   $(2,500) $(49,444)

Changes in non-cash working
capital items

     Prepaid Expenses              -          -        -

     Accounts Payable and Accrued  $2,000     $1,500   $4,602
Liabilities

Net Cash Provided By (Used in)     -          $(1,000) $(44,841)
Operating Activities

Financing Activities

          Share Capital Subscribed -          -        $32,000

     Shareholder Loan              -          $1,000   $12,882

Net Cash Flow Provided by          -          $1,000   $44,882
Financing Activities

Cash increase (decrease) during    -          -        $41
the Period

Cash, Beginning of Period          $41        $60      -

Cash, End of Period                $41        $60      $41
</TABLE>

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

                          Emo Capital Corp.
                    (A Development Stage Company)
                       Statements of Operations


<TABLE>
<S>           <C>       <C>       <C>
              Three     Three     From
              Months    Months    August
              Ended     Ended     23, 2006
              October   October   (Inception)
              31, 2010  31, 2009
                                  to
                                  October
                                  31, 2010

General and
Administrative
Expenses

Filing Fees   -         -         $398

Professional  $2,000    $2,500    $49,444
Fees

Management    -         -         $350
Fees

Bank Charges  -         -         $407


Net (loss)    $(3,200)  $(2,500)  $(54,389)
for the
period

Net (loss)    0.00      0.00      0.00
per share -
Basic and
Diluted

Weighted      5,000,000 5,000,000
Average
Shares
Outstanding
- Basic and
Diluted
</TABLE>

The accompanying notes are an integral part of these financial
statements


Emo Capital Corp.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

For the Three Months Ended October 31, 2010
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 $49,444 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 October 31,
2010, 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 October 31, 2010, 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
October 31, 2010.

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 October 31, 2010.

Advertising Expenses
The company expenses advertising costs as incurred. There was no
advertising expense incurred by the company during the period ended
October 31, 2010.

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 $12,882, 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
2011. 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
$2,000 and $2,500 for the three month period ended October 31, 2010
and 2009 respective. The decrease in general and administration
expenses for this period are attributed to a reduction professional
fees and bank charges and interest.

For the three month period ended October 31, 2010, the company
experienced a net loss of $2,000, and has experienced a total
deficit of $49,444 since inception.

Liquidity and Capital Resources

During the three month period ended October 31, 2010, the Company
satisfied its working capital needs by using loans from the
Company's officer. As of October 31, 2010, the Company has cash on
hand in the amount of $41. 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 October 31, 2010, our president (our principal executive
officer, principal accounting officer and principal financial officer)
concluded that our disclosure controls and procedures were effective at the
reasonable assurance level.

As of October 31, 2010, 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
(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934).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 in ensuring that information required to
be disclosed by us in the reports that we file or submit under the
Securities Exchange Act of 1934 is (i) recorded, processed,
summarized and reported, within the time periods specified in the rules
and forms of the Securities and Exchange Commission and (ii) accumulated
and communicated to our management, including our principal executive officer,
principal accounting officers, and principal financial officer or persons
performing similar functions, as appropriate to allow timely decisions
regarding required disclosure 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 October 31, 2010
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 October 30,
2010. 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

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 February 22, 2011



February 22, 2011
 /s/  Juanming Fang__________________


 Mr. Juanming Fang, President