**United States**

**Securities and Exchange Commission**

Washington, D.C. 20549

 

**FORM - 10QSB/A**

 

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

For the quarterly period ended April 30, 2008

or

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

For the transition period from _____________________ to__________________

Commission File No. 

 

**Emo Capital Corp.**

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(Exactname of small business issuer as specified 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**

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(Address of principal executive offices)

 

**135-2150-3777**

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(Registrant's telephone number, including area code)

 

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(Former name, address and fiscal year, if changed since lastreport)

Check whether the issuer (1) filed all reports required to befiled by Section 13 or 15 (d) of the Exchange Act during the past 12 months (orfor such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.    Yes [ x ]   No  [   ]

Indicate by check mark whether the registrant is a shell company(as defined by Rule 12b-2 of the Exchange Act).     Yes [ x ]  No [   ]

The number of shares of the registrant's common stock, par value$0.001 per share, outstanding as of April 30, 2008 was 2,000,000.

Transitional Small Business Disclosure Format (Check One): Yes [   ]  No [ x ] 

 

1

 

**INDEX**

Part I - FINANCIAL INFORMATION

Item 1.Unaudited Financial Statements

          BalanceSheet as of April 30, 2008 and July 31, 2007 (unaudited)..............................................................................................................................................3

> 
Statement of Operations for the Three months endedApril 30, 2008 and 2007 andthe period from August 23 , 2006 (Inception) to April 30, 2008       (unudited)........................................................................................................................................................................................................................................4

Statement of Cash Flows for the Three months endedApril 30, 2008 and 2007 andthe period from August 23, 2006 (Inception) to April 30, 2008       (unudited).......................................................................................................................................................................................................................................5

          Notes toUnaudited FinancialStatements.........................................................................................................................................................................................7

Item 2.    Management's Discussion and Analysisor Plan ofOperations.....................................................................................................................................................13

Item 3.    Controls andProcedures............................................................................................................................................................................................................15

Part II - OTHERINFORMATION..........................................................................................................................................................................................................17

 

2

**Part I - FINANCIAL INFORMATION**

**Item 1. Financial Statements**

 

**Emo Venture Inc.**

**(A Development Stage Company)**

**Balance Sheets**

**(unaudited)**

 

** **April 30****July 31** **2008****2007**
**ASSETS**Current Assets  
Cash and Cash Equivalents
      $                        (127)      $                   505
Prepaid Expenses
      -      1,000      Total Current Assets      (127)      1,505   **Total Assets****$                        (127)****$              1,505** =======================================
**LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)****Current Liabilities**  
Accounts Payable and Accrued Liabilities
      $                     502      $                  1,405      Shareholder Loan      4,805      -      Total Current Liabilities      5,307      1,405   
 **Stockholder's Equity (Deficit)**     Common Stock  Authorized:  75,000,000 common shares at $0.001 par value  2,000,000 share issued and outstanding2,0002,000      Deficit, accumulated during development stage      (7,434)      (1,900)**Total Shareholder's Equity (Deficit)**      (5,434)      100**TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY      (DEFICIT)****$                  (127)****$         1,505** =======================================
 

**The accompany notes are an integral part of these financialstatements.**

 

**Emo Capital Corp.**

**(A Development Stage Company)**

**Statement of Operations**

**(unaudited)**

                     

                     
                     
** From August 23**
** From August 23**
**Three Months Ended****For Nine Months**
**2006 (Inception) to**
**2006 (Inception) to**
**April 30,****Ended**
**April 30**
**April 30**

**2008**
**2007****April 30, 2008**
**2007**
**2008**
**General and Administrative      Expenses**

       

      Professional Fees      $           872      $                       -      $                   5,172      $                             -      $                    6,672      Management Fees      -      -      -      -      350      Filing Fees      -      -      -      -      50      Bank charges      254      -      362      -      362
**Net Loss**      $        (1,127)      $                       -      $           (5,534)      $                             -      $                 (7,434)
      ================      ===================      ======================
====================
====================
                     

                     
       
**Basic and diluted net loss per common share**
      $                 (0.00)
      $                      (0.00)      $          (0.00)              
                     
       
**Weighted Average Number of Shares Outstanding (Basic      and Diluted)**
2,000,000
-      2,000,000              
**The accompany notes are an integral part of these financialstatements.**

 

 

**Emo Capital Corp.**

**(A Development Stage Company)**

**Statement of Operations**

**(Unaudited)**

       

                     
                     
** From August 23**
** From August 23**
**Three Months Ended****For Nine Months**
**2006 (Inception) to**
**2006 (Inception) to**
**April 30****Ended**
**April 30**
**April 30**

**2008**
**2007****April 30, 2008**
**2007**
**2008**
 

     

**Cash flow from Operating Activities**

     

    Net Loss     $            (1,127)    $                  -    $          (5,534)    $                 -    $         (7,434)
                         Changes in                             Prepaid Expenses    -    -    1,000    -    -
    Accounts payable and accrued liabilities    (548)    -    (903)    -    502
**Net cash used in operating activities**    (1,674)    -    (5,437)    -    (6,932)
                     
**Cash flows from Financing Activities**                     
    Proceeds from Shareholder Loan    800    -    4,805    -    4,805**   **Proceeds from sale of common stock    -    -    -    -    2,000
**Net cash provided by financing activities**    800    -    4,805    -    6,805
                     
**Net Change in Cash**    (875)    -    (632)    -    (127)
Cash at    beginning of period    747    -    505    -    -
Cash at end of period    $                  (127)    $              -    $                (127)    $             -    $                (127)         ==========    =======    ===========    ========    ===========**Supplemental Disclosure of Cash Flow Information**               
    Cash paid for interest    $                           -    $                    -         $                    -    $                    -
    Cash paid for income taxes    -    -         -    -
**The accompany notes are an integral part of these financialstatements.**

 

**Emo Capital Corp.**

**(A Development Stage Company)**

**NOTES TO THE FINANCIAL STATEMENTS**

**(Unaudited)**

** **

**Note 1.    -     NATURE AND CONTINUANCE OF OPERATIONS**

The Company is a development stage company which was incorporated in theState of Nevada, United States of America on August 23, 2006. The Companyintends to commence operations a e-commerce website which acts as medium withwhich to facilitate communication between Internet users.

These financial statements have been prepared on a going concern basis. TheCompany has accumulated a deficit of $7,434 since inception and has not yet toachieve profitable operations and further losses are anticipated in thedevelopment of its business, raising substantial doubt about the Company'sability to continue as a going concern. Its ability to continue as a goingconcern is dependent upon the ability of the Company to generate profitableoperations in the future and or to obtain the necessary financing to meet itsobligations and repay its liabilities arising from normal business operationswhen they come due. Management plans to continue to provide for its workingcapital needs by seeking loans from its shareholder. These financial statementsdo not include any adjustments to the recoverability and classification ofassets, or the amount and classification of liabilities that may be necessaryshould the Company be unable to continue as a going concern.

The company's year-end is July 31, 2007.

**Note 2.   -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

The financial statements of the Company have been prepared in accordance withaccounting principles generally accepted in the United States of America.Because a precise determination of many assets and liabilities is dependent uponfuture events, the preparation of financial statements for a period necessarilyinvolves 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 properlyprepared within the framework of the significant accounting policies summarizedbelow:
**Cash and Cash Equivalents**
Cash equivalents comprise certain highly liquid instruments with a maturityof three months or less when purchased. As at April 30, 2008, there were nocash 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 itscharacterization 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". UnderSFAS No. 144, long-lived assets are tested for recoverability whenever events orchanges in circumstances indicate that their carrying amounts may not berecoverable. An impairment charge is recognized or the amount, if any, which thecarrying 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 istranslated into U.S. dollars by the use of exchange rates in effect at thatdate. At the period end, monetary assets and liabilities are remeasured by usingthe exchange rate in effect at that date. The resulting foreign exchange gainsand losses are included in operations.

The Company's currency exposure is insignificant and immaterial and we do notuse derivative instruments to reduce its potential exposure to foreign currencyrisk.
**Financial Instruments**
The carrying value of the Company's financial instruments consisting of cashequivalents and accounts payable and accrued liabilities approximates their fairvalue because of the short maturity of these instruments. Unless otherwisenoted, it is management's opinion that the Company is not exposed to significantinterest, currency or credit risks arising from these financial instruments. 
**Income Taxes**
The Company uses the assets and liability method of accounting for incometaxes in accordance with SFAS No. 109 "Accounting for Income Taxes".  Underthis method, deferred tax assts and liabilities are recognized for the futuretax consequences attributable to temporary differences between the financialstatements carrying amounts of existing assets and liabilities and theirrespective tax bases. Deferred tax assets and liabilities are measured usingenacted tax rates expected to apply to taxable income in the years in whichthose 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 percommon share is computed by dividing net loss available to common stockholdersby the weighted average     number of common sharesoutstanding. Diluted net loss per common share is computed similar to basic netloss per common share except that the denominator is increased to include thenumber of additional common shares that would have been outstanding if thepotential common shares had been issued and if the additional common shares weredilutive. As at April 30, 2008, diluted net loss per share is equivalent tobasic net loss per share.
**Stock Based Compensation

The Company accounts for stock options and similar equity instruments issuedin accordance with SFAS No. 123(revised), "*Share-Based Payment*". Accordingly, compensation costs attributable to stock options or similar equityinstruments granted are measured at the fair value at the grant date, andexpensed over the expected vesting period.   Transactions in whichgoods or services are received in exchange for the issuance of equityinstruments are accounted for based on the fair value of the considerationreceived or the fair value of the equity instruments issued, whichever is morereliably measurable.   SFAS No. 123(revised) requires excess taxbenefits be reported as a financing cash inflow rather than as a reduction oftaxes paid.

The Company did not grant any stock options during the period ended April 30,2008.
**Comprehensive Income**
The Company adopted Statement of Financial Accounting Standards No. 130 (SFAS130), Reporting Comprehensive Income, which establishes standards for reportingand 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 frominvestments by owners and distributions to owners.  

The Company has no elements of "other comprehensive income" during the periodended April 30, 2008.
**Advertising Expenses**
The company expenses advertising costs as incurred. There was no advertisingexpense incurred by the company during the period ended April 30, 2008.**      
New Accounting Standards**
Management does not believe that any recently issued, but not yet effectiveaccounting standards if currently adopted could have a material effect on theaccompanying financial statements.

**Note 3.    -     CAPITAL STOCK**

On July 15, 2007, the Company issued 2,000,000common shares at $0.001 per share to the sole director of the Company for totalproceeds of $2,000.

**Note 4.    -     RELATED PARTY TRANSACTIONS**
** The Company's sole officer has loaned the company $4,805, withoutinterest and fixed term of repayment.

 

 

 

**Item 2: Management's Discussion and Analysis of FinancialCondition and Results of Operations**

*This 10−QSB contains forward-looking statements. Our actual results could differmaterially from those set forth as a result of general economic conditions andchanges in the assumptions used in making such forward-looking statements. Thefollowing discussion and analysis of our financial condition and results ofoperations should be read together with the audited consolidated financialstatements and accompanying notes and the other financial information appearingelsewhere in this report. The analysis set forth below is provided pursuant toapplicable Securities and Exchange Commission regulations and is not intended toserve as a basis for projections of future events. Refer also to "CautionaryNote Regarding Forward Looking Statements" and "Risk Factors" below.*

The followingdiscussion and analysis provides information which management of Emo CapitalCorp. (the "Company") believes to be relevant to an assessment and understandingof the Company's results of operations and financial condition. This discussionshould be read together with the Company's financial statements and the notes tofinancial statements, which are included in this report.

*Caution aboutForward-Looking Statements*

This management's discussion andanalysis or plan of operation should be read in conjunction with the financialstatements and notes thereto of the Company for the quarter ended April 30, 2008. Because of the nature of a relatively new and growing company the reportedresults will not necessarily reflect the future.

This section includes a number offorward-looking statements that reflect our current views with respect to futureevents and financial performance. Forward-looking statements are oftenidentified by words like: believe, expect, estimate, anticipate, intend, projectand similar expressions, or words which, by their nature, refer to futureevents. You should not place undue certainty on these forward-lookingstatements, which apply only as of the date of this prospectus. Theseforward-looking statements are subject to certain risks and uncertainties thatcould cause actual results to differ materially from historical results or ourpredictions.

*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 bean online utility that connects youths in the age groups between 12-18 whostudy, and work together. The website will be targeted to the Chinese speakingmarket and will initially be advertised to users in China, Taiwan, and HongKong. We expect that we will have a working, beta stage software by the end ofFebruary 2008. We currently have not advanced beyond the business plan statefrom our inception until the date of this filing. We plan to raise initial seedfinancing 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 forpublic sale. We anticipate that in order for us to begin commercialization ofthe website, we will need to raise additional capital. We currently do not haveany specific plans to raise these funds. 

*Results of Operations *

The Company experienced general and administration expenses of $1,127 for thethree month period ended April 30, 2008, The general and administrationexpenses for this period are attributed to professional fees incurred formeeting the requirements of a publicly reporting company.

For the three month period ended April 30, 2008, the company experienced anet loss of $1,127, and has experienced a total deficit of $7,434 since theinception.
Liquidity and Capital Resources 
During the three month period ended April 30, 2008, the Company satisfied itsworking capital needs by using debt from officer. As of April 30, 2008, theCompany has cash on hand in the amount of $(127). Management does not expect thatthe current level of cash n hand will be sufficient to fund our operations forthe next twelve month period. In the event that additional funds are required tomaintain operations, our officers and directors have agreed to advance ussufficient capital to allow us to continue operations. We may also be able toobtain loans from our shareholders, but there are no agreements orunderstandings in place currently.

We believe we will require additional funding to expand our business andensure its future profitability. We anticipate that any additional funding willbe 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 theevent we are not successful in selling our common stock, we may also seek toobtain short-term loans from our director. 

**Item 3. Controls andProcedures**

**(a)      Evaluationof Disclosure Controls and Procedures.**

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the ExchangeAct is recorded, processed, summarized and reported, within the time period specified in the Commission's rules and forms. Disclosure controls and procedures include,without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicatedto management, as appropriate, to allow timely decisions regarding required disclosure. Our current principal executive officer, who is also our principal financial officer, evaluated theeffectiveness of our disclosure controls and procedures as of the end of the quarterly period covered by this report pursuant to Rule 15d-15(b) promulgated under the Exchange Act.Based upon that evaluation, our principal executive and financial officer has concluded that our disclosure controls and procedures were effective in alerting management in a timelyfashion to all material information required to be included in our periodic filings with the Commission.

**(b)      Changesin Internal Controls.**

There were no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) thatoccurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internalcontrols over financial reporting.

 

**PART II: OTHER INFORMATION**

**Item 1.    Legal Proceedings**

None

**Item 2. ****Unregistered Sales of Equity Securities and Use of Proceeds.**

The Registrant did not sell any unregistered securities during the three monthsended April 30, 2008.

**Item 3.****Defaults Upon SeniorSecurities**

None.

**Item 4. Submission of Matters to a Vote ofSecurity Holders.**

The Registrant did not submit any matters to a vote of its security holdersduring the three months ended April 30, 2008.

**Item 5.  -  Other Information.**

Not applicable.

**Item 6   -   Exhibits**

(a)   The following exhibits are filed as part of this report:

       31.1 Certification  of Chief  Executive  Officer and Chief Financial Officer  of Periodic Report pursuant to Rule 13a-14a and Rule 15d-14(a).

       32.1*  Certificationof Chief Financial  Officer and Chief Executive Officer of pursuant to Section1350.

______________________________________________________________________________________________________________________________________________

*  This exhibit shall not bedeemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934or otherwise subject to the liabilities of that section, nor shall it be deemedincorporated by reference in any filing under the Securities Act of 1933 of theSecurities Exchange Act of 1934, whether made before or after the date hereofand irrespective of any general incorporation language in any filings.

 

**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 authorizedAugust 27, 2008
 
August 27, 2008      /s/ "Juanming Fang" Mr.      Juanming Fang, President (Authorized Officer and Principal Executive Officer)****

**