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DEAN HELLER |
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Secretary of State |
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206 North Carson Street |
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Carson City, Nevada 89701-4299 |
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(775) 684-5708 |
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Website: secretaryofstate.biz |
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Articles of Incorporation
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EMO CAPITAL CORP.
(Name of small business issuer in its charter)
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Nevada |
5045 |
N/A |
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(State or Other Jurisdiction of Organization) |
(Primary Standard Industrial Classification Code) |
(IRS Employer Identification #) |
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EMO CAPITAL CORP. |
Janet Trost |
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115 He Xiang Road |
6881-B West Charleston Blvd. |
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Bai He Village, Qing Pu |
Las Vegas |
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Shanghai, China, 200000 |
Nevada, 89117 |
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135-2150-3777 |
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(Address and telephone of registrant's executive office) |
(Name, address and telephone number of agent for service) |
Approximate date of commencement of proposed sale to the public : As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box [ x ]
If this Form is filed to register additional common stock for an offering under Rule 462(b) of the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed under Rule 462(c) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed under Rule 462(d) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made under Rule 434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Amount To Be |
Offering Price |
Aggregate |
Registration |
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Securities to be Registered |
Registered |
Per Share [1] |
Offering Price |
Fee [2] |
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Common Stock by Selling Shareholders |
2,000,000 |
$ |
0.01 |
$ |
20,000 |
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| Common Stock by Company | 3,000,000 |
$ |
0.01 | $ | 30,000 | ||
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Total |
5,000,000 |
$ |
0.01 |
$ |
50,000 |
$ |
1.54 |
[1] No exchange or over-the-counter market exists for Emo Capital Corp. common stock. The offering price was arbitrarily established by management and does not reflect market value, asserts or any established criteria of valuation.
[2] Estimated solely for purposes of calculating the registration fee under Rule 457(c).
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON DATES AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.
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Subject to Completion
PROSPECTUS
Emo Capital Corp.
5,000,000 Shares of Common Stock
to be sold by the registrant as issuer and by current shareholders
This is the initial public offering of common stock of Emo Capital Corp. and no public market currently exists for these shares. Emo Capital Corp. is offering for sale up to 3,000,000 shares of our common stock on a "self-written", best efforts basis at a price of $0.01 per share for a period of one hundred and eighty days from the date of this prospectus.
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Price to |
Underwriting |
Proceeds to |
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the Public |
Commissions |
Revo Ventures Inc. |
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Per Share: |
$ |
0.01 |
$ |
0.00 |
$ |
0.01 |
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Total Offering |
$ |
30,000 |
$ |
0.00 |
$ |
30,000 |
There are no provisions for the return of funds if only a small number of shares are sold and no minimum subscription amount has been set for these shares to be sold by Emo Capital Corp. and no commissions will be paid for the sale of the 3,000,000 shares offered by Emo Capital Corp.
Concurrently with this offering , our selling shareholders are selling 2,000,000 shares at $0.01 per share . These shares have not been included in the column entitled "Total Offering" in the table above.
The sales price to the public is fixed at $0.01 per share until such time as the shares of common stock become traded on the Over The Counter Bulletin Board operated by the National Association of Securities Dealers, Inc. or another exchange. We intend to contact an authorized OTCBB market maker for sponsorship of our securities on the OTCBB upon effectiveness of this registration statement. However, there is no guarantee our common stock will be accepted for quotation on the OTC Bulletin Board. If our common stock becomes quoted on the Over The Counter Bulletin Board or another exchange, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale. Our sole officer and director, namely Mr. Juanming Fang, will be conducting his offering of shares at the fixed price of $0.01 /share for the duration of the offering and is an underwriter of the offering.
Our shares are of common stock are not traded anywhere.
Investing in our common stock involves risks. See "Risk Factors" starting at page 6.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. It's illegal to tell you otherwise.
The date of this prospectus is September 5, 2007.
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TABLE OF CONTENTS
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Page No. |
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Summary of our offering |
5 |
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Risk Factors |
6 |
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Use of Proceeds |
8 |
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Determination of Offering Price |
8 |
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Dilution |
8 |
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Plan of Distribution |
8 |
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Business |
11 |
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Management's Discussion and Analysis or Plan of Operation |
13 |
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Management |
16 |
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Executive Compensation |
17 |
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Principal and Selling Shareholders |
18 |
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Description of Securities |
20 |
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Certain Transactions |
21 |
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Litigation |
22 |
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Experts |
22 |
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Legal Matters |
22 |
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Financial Statements |
22 |
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SUMMARY OF OUR OFFERING
Our business
Emo Capital Corp. was incorporated in the state of Nevada on August 23, 2006. Emo intends to create and develop a new social networking website which will be an online utility that connects youths in the age groups between 12-18 who study, and work together. The website will be targeted to the Chinese speaking market and will initially be advertised to users in China, Taiwan, and Hong Kong. We expect that we will have a working, beta stage software by the end of February 2008. We currently have not advanced beyond the business plan state from our inception until the date of this filing. We plan to raise initial seed financing through the sale of our common shares as described in this offering. The initial seed financing will be put towards designing and writing software, and paying for costs related to registering the Company's common stock for public sale. We anticipate that in order for us to begin commercialization of the website, we will need to raise additional capital. We currently do not have any specific plans to raise these funds.
We do not intend to open any new stores; enter into any type of new business; or, purchase equipment or other assets in the next twelve month period following the date of this prospectus. From inception until the date of this filing, we have had no material operating activities. Our current cash balance is $505. We anticipate that our current cash balance will not satisfy our cash needs for the following twelve-month period.
We are applying to become a public reporting company in order to raise initial seed financing for the Company's operations and to make the Company a more attractive investment candidate for prospective investors. Our sole officer and director, namely Juanming Fang, will be conducting his offering of shares at the fixed price of $0.01/share for the duration of the offering and is an underwriter of the offering.
The offering
Following is a brief summary of this offering:
Selected financial data
The following financial information summarizes the more complete historical financial information at the end of this prospectus.
As of
July 31, 2007
(Audited)
Balance Sheet
Total Assets
$
1,505
Total Liabilities
$
1,405
Stockholders Equity (Deficit)
$
100
From Inception
through
July 31, 2007
(Audited)
Income Statement
Revenue
$
0
Total Expenses
$
1,900
Net Loss
$
(1,900)
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RISK FACTORS
Please consider the following risk factors before deciding to invest in our common stock.
Risks associated with Emo Capital Corp.:
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Risks associated with this offering:
Investment risks:
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USE OF PROCEEDS
| Table 1 - Sale of 100% of Issuer stock offered | Table 2 - Sale of 50% of Issuer stock offered | |
| Gross Proceeds | $30,000 | $15,000 |
| Less Expense of Offering: | ||
| Legal Fees | 1,500 | 1,500 |
| Accounting Fees | 3,000 | 3,000 |
| Electronic Filing and Printing | 400 | 400 |
| Software Development | 10,000 | 10,000 |
| Working Capital (1) | 15,100 | 100 |
| Total Use of Proceeds | $30,000 | $15,00 |
(1) The $15,100 designated as "working capital" has not been specifically designated for a particular use. These funds will be used solely for unanticipated expenses and contingencies including additional legal fees, accounting fees, regulatory filing fees, or EDGAR formatting fees or, in the event we do not incur any unanticipated expenses and contingencies, for software development.
| Table 3 - Sale of 25% of Issuer stock offered | Table 4 - Sale of 10% of Issuer stock offered | |
| Gross Proceeds | $7,500 | $3,000 |
| Less Expense of Offering: | ||
| Legal Fees | 1,500 | 1,500 |
| Accounting Fees | 3,000 | 3,000 |
| Electronic Filing and Printing | 400 | 400 |
| Website Construction | 0 | 0 |
| Software Development | 2,600 | 0 |
| Working Capital (1) | 0 | 0 |
| Total Use of Proceeds | $7,500 | $3,000 |
As the four tables above indicate:
- We will not have sufficient funds to commence operations unless substantially all of the 3,000,000 common shares being offered by us are purchased.
- In the event we only sell 300,000 of our common shares we would be unable to pay our attorneys, accountants, electronic filing and printing expenses out of the proceeds of this offering and would owe $1,900 to such individuals and entities. In addition, we would have to liquidate substantially all of our assets to make
We have estimated that we will have approximately $15,100 additional working capital if all of the 3,000,000 common shares being offered by us are sold. These funds will be used solely for unanticipated expenses and contingencies including additional legal fees, accounting fees, regulatory filing fees, or EDGAR formatting fees or, in the event we do not incur any unanticipated expenses and contingencies, for software development. This money may or may not be enough to run the business until additional financing can be obtained. If it is not enough we will be forced to look for more funding. No arrangements have been made for this funding.
DETERMINATION OF OFFERING PRICE
The offering price of this issue was set in a purely arbitrary manner. We determined the amount of money needed to start the business; added a contingency amount; and allowed for our printing, legal and accounting costs. We also took into account the resultant number of shares in the "float" (i.e. the number of shares available to be traded). The final consideration was our perceived market capitalization or the theoretical total worth of the shares of Emo Capital Corp. if they were all sold at a specific price at the same time.
DILUTION
Emo Capital Corp., prior to this offering has 2,000,000 shares of stock issued and outstanding. 2,000,000 of these shares are being registered for sale by our present shareholder in this prospectus.
The following table illustrates the difference between the price paid by present shareholders and the price to be paid by subscribers to this offering.
| Average price paid | Average price paid subscription (50% subscription) | Percentage of Consideration (100% subscription) | Percentage of Shares held (50% subscription) | Percentage of Shares held (100% subscription) | Number of shares issued | Total Consideration | |
| Present Shareholders | $0.001 | 34.78% | 21.05% | 84.21% | 72.72% | 2,000,000 | $2,000 |
| Investors in this Offering | $0.01 | 65.22% | 78.95% | 15.79% | 27.27% | 3,000,000 | $30,000 |
The following table will show the net tangible value of the shares before and after shares are subscribed in this offering:
| Before Offering | After 50% of Offering | After 100% of Offering | |
| Net Tangible Book Value per Share: | 0.001 | 0.00242 | 0.00345 |
| Increase in Net Tangible Book Value for current investors | N/A | 0.00142 | 0.00245 |
| Dilution factor to new investors | N/A | 0.00758 | 0.00655 |
The above table indicates that the net tangible book value of the Company is currently $0.001. If half of the this offering were subscribed to, you would lose $0.00758 value of the $0.01 you paid per share. If all of the offering were completed you would still lose $0.00655 per share of the $0.01 you invested.
"Dilution" means the difference between our public offering price of $0.01 per share and our pro forma net tangible book value per share after giving effect to this offering. Net tangible book value per share is determined by dividing our tangible net worth, consisting of tangible assets less total liabilities, by the number of shares outstanding. The above table shows the net tangible book value of our shares both before and after the completion of this offering.
PLAN OF DISTRIBUTION
General
We will attempt to sell a maximum of 3,000,000 shares of our common stock to the public on a "self-written" basis. There can be no assurance that any of these shares will be sold. Our gross proceeds will be $30,000 if all the shares offered are sold. Neither we nor our officer or director, nor any other person, will pay commissions or other fees, directly or indirectly, to any person or firm in connection with solicitation of the sales of shares.
The following discussion addresses the material terms of the plan of distribution.
We are offering up to 3,000,000 of our common stock at a price of $0.01 per share to be sold by our executive officer, Mr. Juanming Fang. Since this offering will conducted as a self-written offering, there can be no assurance that any of the shares will be sold. If we fail to sell all the shares we are trying to sell, our ability to implement our business plan will be materially affected, and you may lose all or substantially all of your investment.
There is currently no market for any our shares and little likelihood that a public market for such securities will develop after the closing of this offering or be sustained if developed. As such, investors may not be able to readily dispose of any shares purchased in this offering.
Our executive officer shall conduct the offering. Although Mr. Fang is an associated person of us as that term is defined in Rule 3a4-1 under the Exchange Act, our counsel has orally advised us that Mr. Fang will not be deemed a broker or dealer in the sale of our securities.
Mr. Fang will restrict his participation to the following activities:
a) Preparing any written communication or delivering any communication through the mails or other means that does not involve oral solicitation by them of a potential purchaser;
b) Responding to inquiries of potential purchasers in a communication initiated by the potential purchasers, provided however, that the contents of response are limited to information contained in a registration statement filed under the Securities Act or other offering document;
c) Performing ministerial and clerical work involved in effecting any transaction.
Mr. Fang are fully aware of the provisions of Rule 3a4-1 under the Exchange Act and will conduct this offering in accordance with Rule 3a4-1, and will rely upon this rule. Should Mr. Fang conduct this offering in any way that violates Rule 3a4-1, both he and we could be subjected to enforcement proceedings, fines, and sanctions by the Securities and Exchange Commission and by the regulatory authorities of any state or province in which our securities are offered.
Mr. Fang may purchase securities in this offering along the same terms and conditions as other public investors.
No broker or dealer is participating in this offering. If, for some reason, our directors and shareholders were to determine that the participation of a broker or dealer is necessary, this offering will be promptly amended by a post effective amendment to disclose the details of this arrangement, including the fact that the broker or dealer is acting as an underwriter of this offering. This amendment would also detail the proposed compensation to be paid to any such broker or dealer. The post effective amendment would also extend an offer of rescission to any investors who subscribed to this offering before the broker or dealer was named. In addition to the foregoing requirements, we would be required to file any such amendment with the Corporate Finance Department of the National Association of Securities Dealers, Inc. and to obtain from them a "no objection" position from that organization on the fairness of the underwriting compensation. We would have to amend our filings at the state and provincial level.
The offering will remain open for a period until ______, 2007 or 180 day from the date of this prospectus, unless the entire gross proceeds are earlier received or we decide, in our sole discretion, to cease selling efforts.
This prospectus is also part of the registration statement that enables selling shareholders to sell their shares on a continuous or delayed basis in the future.
While the registration statement is effective, selling shareholders may sell their shares directly to the public at a price
There is 1 selling shareholder. He may be deemed an underwriter. He may sell some or all of their common stock in one or more transactions, including block transactions:
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1. |
On such public markets or exchanges as the common stock may from time to time be trading; |
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2. |
In privately negotiated transactions; |
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3. |
Through the writing of options on the common stock; |
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4. |
In short sales; or |
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5. |
In any combination of these methods of distribution. |
The sales price to the public is fixed at $0.01 per share until such time as the shares of our common stock become traded on the Bulletin Board operated by the National Association of Securities Dealers, Inc. or another exchange. If our common stock becomes quoted on the Bulletin Board or another exchange, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale. In these circumstances, the sales price to the public may be:
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1. |
The market price of our common stock prevailing at the time of sale; |
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2. |
A price related to such prevailing market price of our common stock; or |
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3. |
Such other price as the selling shareholders determine from time to time. |
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After the first anniversary of the issuance of the company's shares, they may also be sold in compliance with the Securities and Exchange Commission's Rule 144. There are five conditions to Rule 144.
(1) Holding Period
Before you may sell restricted securities in the marketplace, you must hold them for at least one year. The one year period holding period begins when the securities were brought and fully paid for. The holding period only applies to restricted securities.
(2) Adequate Current Information
There must be adequate current information about the issuer of the securities before the sale can be made. This generally means the issuer has compiled with the periodic reporting requirements of the Securities Exchange Act of 1934.
(3) Trading Volume Formula
After the one-year holding period, the number of shares you may sell during any three-month period can't exceed the greater of 1% of the outstanding share of the same class being sold, or if the class is listed on a stock exchange or quoted on NASDAQ, the greater of 1% or the average reported weekly trading volume during the four weeks preceding the filing a notice of the sale on Form 144.
(4) Ordinary Brokerage Transactions
The sales must be handled in all respect as routine trading transactions, and brokers may not receive more than a normal commission. Neither the seller nor the broker can solicit orders to buy the securities.
(5) Filing Notice with the SEC
At the time you place your order, you must file a notice with the SEC on Form 144 if the sale involves more than 500 shares or the aggregate dollar amount is greater than $10,000 in any three- month period. The sale must take place within three months of filing the Form and, if the securities have not been sold, you must file an amended notice.
Please note that the rules for affiliates under Rule 144 differs substantially from the rule for non-affiliates.
The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144. The selling shareholders may also sell their shares directly to market makers acting as principals or brokers or dealers, who may act as agent or acquire the common stock as a principal. Any broker or dealer participating in such transactions as agent may receive a commission from the selling shareholders, or, if they act as agent for the purchaser of such common stock, from such purchaser. The selling shareholders will likely pay the usual and customary brokerage fees for such services. Brokers or dealers may agree with the selling shareholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker or dealer is unable to do so acting as agent for the selling shareholders, to purchase, as principal, any unsold shares at the price required to fulfill the respective broker's or dealer's commitment to the selling shareholders. Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers.
We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders. We are bearing all costs relating to the registration of the common stock, estimated to be $5.88. The selling shareholders, however, will pay commissions or other fees payable to brokers or dealers in connection with any sale of the common stock. The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:
1. Not engage in any stabilization activities in connection with our common stock;
2. Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act of 1934.
There is no assurance that any of the selling shareholders will sell any or all of the shares offered by them. Under the securities laws of certain states, the shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is met. There are no pre-existing contractual agreements for any person to purchase the shares.
Of the 2,000,000 shares of common stock outstanding as of July 31, 2007, 2,000,000 shares were owned by our officers and directors and may only be resold pursuant to this registration statement or in compliance with Rule 144 of the Securities Act of 1933.
We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.
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Section 15(g) of the Exchange Act
Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated there under. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $8,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses).
Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.
Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.
Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.
Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.
Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.
Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.
Rule 15g-9 requires broker/dealers to approved the transaction for the customer's account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the NASD's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.
The application of the penny stock rules may affect your ability to resell your shares.
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BUSINESS
Overview
Emo Capital Corp. was incorporated in the state of Nevada on August 23, 2006. Emo intends to create and develop a new social networking website which will be an online utility that connects youths in the age groups between 12-18 who study, and work together. The website will be targeted to the Chinese speaking market and will initially be advertised to users in China, Taiwan, and Hong Kong. We expect that we will have a working, beta stage software by the end of February 2008. We currently have not advanced beyond the business plan state from our inception until the date of this filing. We plan to raise initial seed financing through the sale of our common shares as described in this offering. The initial seed financing will be put towards designing and writing software, and paying for costs related to registering the Company's common stock for public sale. We anticipate that in order for us to begin commercialization of the website, we will need to raise additional capital. We currently do not have any specific plans to raise these funds.
We do not intend to open any new stores; enter into any type of new business; or, purchase equipment or other assets in the next twelve month period following the date of this prospectus. From inception until the date of this filing, we have had no material operating activities. Our current cash balance is $505. We anticipate that our current cash balance will not satisfy our cash needs for the following twelve-month period.
We are applying to become a public reporting company in order to raise initial seed financing for the Company's operations and to make the Company a more attractive investment candidate for prospective investors. Our sole officer and director, namely Juanming Fang, will be conducting his offering of shares at the fixed price of $0.01/share for the duration of the offering and is an underwriter of the offering.
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Principal Products or Services and Their Markets
This is the initial stage of our business. As of the date of this filing, we have not implemented our business plan.
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.
The site will be free to users and will generate revenue from advertising including banner ads and sponsored groups. Users will be able to create profiles that often contain photos and lists of personal interests, exchange private or public messages, and join groups of friends. The viewing of detailed profile data is restricted to users from the same network or confirmed friends. Users will also have access to an instant messaging system, which will be available on each user's profile page that allows friends to post messages for the user to see. One user's wall is visible to anyone with the ability to see their full profile, and different users' wall posts show up in an individual's News Feed. Many users use their friend's walls for leaving short, temporal notes. More private discourse is saved for Messages, which are sent to a person's Inbox, and are visible only to the sender and recipient(s) of the Message, much like email. Users have the privilege of forming groups. Groups allow users of common interest to come together to a forum of discussion. Through a keyword search members can find online forums and share their thoughts. A group features its own wall, a discussion board, video, and its own image archive.
Initially, our website will support both the English and Chinese languages.
The initial market we plan to introduce our software to is the Chinese speaking market. The Company chose the Chinese market due to the president's familiarity with this market and also due to lower labor costs in software development. We plan to complete the beta phase of the user interface by February 2008.
Competition
The current market for social networking websites is well developed and populated with many different sites targeting different niche demographics. Some of these competitors, such as Myspace or Facebook, are well established brands with great brand recognition among existing Internet users.
Insurance
Currently, we have no insurance coverage.
Government Regulation
We are currently not subject to any government regulations.
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Offices
The Company's headquarters and executive offices are located at 115 He Xiang Road, Bai He Village, Qing Pu District, Shanghai 200000. Our telephone number is 135-2150-3777.
Employees
We currently do not have any employees.
Subsidiaries
We do not have any subsidiaries
Bankruptcy, Receivership, or Similar Proceedings
There has been no bankruptcy, receivership, or similar proceedings
Patents and Trademarks
We do not have any patents or trademarks
Legal Proceedings
We are not a party to any material legal proceeding, nor are any of our officers, directors or affiliates' a party adverse to us in any legal proceeding.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Caution about Forward-Looking Statements
This management's discussion and analysis or plan of operation should be read in conjunction with the financial statements and notes thereto of the Company for the fiscal period ended July 31, 2007. Because of the nature of a relatively new and growing company the reported results will not necessarily reflect the future.
This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Plan of Operation For the Next Twelve Months
Our plan of operation for the twelve months following the date of this prospectus is to finish designing and creating our proposed website and to prepare for the commencement of business operations in Asia. The process may include, but not exclusively, activities such as:
1) Completing the development of the beta phase of the website. We expect to finish this by the end of February 2008.
2) Interviewing and hiring an additional software engineer to aid in the development and creation of our proposed website. We expect to have hired a software engineer by the end of November 2007.
3) Engaging a search engine optimization consultant to promote the website for our Company in order to gain a critical mass of a user base. We expect to begin promotional activities starting December 2007.
6) Approaching companies and sponsors who would be interested in advertising on our website. We expect to begin approaching advertisers by the end of Decemeber 2007.
-13-
We expect that we will be commencing operations and going live by the end of April of 2008. We expect that our business operations will become profitable by the end of January of 2009.
We estimate that our current working capital position of approximately $505 will not be sufficient to meet our short-term cash needs for the next twelve-month period. We do not intend to open any new stores; enter into any type of new business; or, purchase equipment or other assets in the next twelve month period following the date of this prospectus.
We do not have sufficient funds on hand to continue our organizational and research activities, our cash reserves are not sufficient to commence operations of our business plan. As a result, we will need to seek additional funding in the near future for the initial capital requirements of commercializing our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that we can obtain short-term loans from our director or shareholders, 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 through a loan from our director to meet our initial capital requirement needs.
If we are unable to raise the required financing, we may be delayed in commencing our business plan or we may have to cease operations.
If there is a need and we are unable to raise the required financing, we may be delayed in commencing our business plan.
Critical Accounting Policies and Estimates
Management's discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. At each balance sheet date, management evaluates its estimates, including, but not limited to, those related to accounts receivable, inventories, and deferred revenue. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The estimates and critical accounting policies that are most important in fully understanding and evaluating our financial condition and results of operations are discussed below.
-15-
MANAGEMENT
Officers and Directors
Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.
The name, age and position of our present officers and directors are set forth below:
Name
Age
Position Held
Juanming Fang
27
President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Treasurer, Secretary, and Director
Each director serves until our next annual meeting of the stockholders or unless they resign earlier. The Board of Directors elects officers and their terms of office are at the discretion of the Board of Directors.
Background of officers and directors
Juanming Fang has been our president, principal executive officer, principal financial officer, principal accounting officer, treasurer and a director since our inception on August 23, 2006. In 2001, Mr. Fang graduated from Shanghai University in Shanghai, China with a bachelor's degree in software engineering. From 2001 to the present date, Mr. Fang has been self employed as a freelance web design contractor in Shanghai.
Audit Committee Financial Expert
We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we are only beginning our commercial operations, at the present time, we believe the services of a financial expert are not warranted.
Conflicts of Interest
The only conflict that we foresee is that our officers and directors devote time to projects that do not involve us.
EXECUTIVE COMPENSATION
The following table sets forth information with respect to compensation paid by us to our officers and directors during the three most recent fiscal years. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.
Summary Compensation Table
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Long Term Compensation |
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Annual Compensation |
Awards |
Payouts |
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(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
(i) |
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Other |
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Annual |
Restricted |
Securities |
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Compen |
Stock |
Underlying |
LTIP |
All Other |
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Name and Principal |
Salary |
Bonus |
sation |
Award(s) |
Options / |
Payouts |
Compens |
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Position [1] |
Year |
($) |
($) |
($) |
($) |
SARs (#) |
($) |
ation ($) |
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Juanming Fang |
2007 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
|
President. Treasurer, |
2006 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
|
Secretary, and Director |
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[1] All compensation received by the officers and directors has been disclosed.
Option/SAR Grants
There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.
-18-
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans.
Compensation of Directors
We do not have any plans to pay our directors any money.
Indemnification
Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.
Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
PRINCIPAL AND SELLING SHAREHOLDERS
The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares in this offering. The stockholders listed below have direct ownership of his/her shares and possess sole voting and dispositive power with respect to the shares. The address for each person is our address at 115 He Xiang Road, Bai He Village, Qing Pu District, Shanghai, 200000.
Direct Amount of
Percent
Name of Beneficial Owner
Beneficial Owner
Position
of Class
Juanming Fang
2,000,000
President, Principal Executive Officer,
100.00%
Principal Financial Officer, Principal
Accounting Officer, Treasurer, Secretary
and Director
All officer and Directors as a
Group (1 person)
2,000,000
100.00%
-19-
Securities authorized for issuance under equity compensation plans.
We have no equity compensation plans.
Selling Shareholders
The selling shareholders named in this prospectus are offering 2,000,000 shares of the 5,000,000 shares of common stock offered in through this prospectus. The shares include following:
1. 2,000,000 shares of our common stock that the selling shareholders acquired from us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 and completed in August 2006.
The following table provides as of the date of this prospectus information regarding the beneficial ownership or our common stock held by each of the selling shareholders, including:
1. the number of shares owned by each prior to this offering
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon completion of the offering;
4. the percentage owned by each; and
5. the identity of the beneficial holder of any entity that owns the shares
None of our selling shareholders is a broker-dealer or an affiliate of a broker-dealer.
-20-
| Name of Selling Shareholder | Shares owned prior to this Offering | Percentage of shares owned prior to offering | Total Number of Shares to be offered by the Selling Shareholders Account | Percent Owned upon Completion of this offering assuming all of the shares are sold in the offering |
| Juanming Fang | 2,000,000 |
100% |
2,000,000 | 0% |
Except as otherwise noted in the above list, the named party beneficially owns and has sole voting and investment power over all shares or rights to these shares. The number in this this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold. The percentage are based on 2,000,000 shares of common stock outstanding on the date of this prospectus.
DESCRIPTION OF SECURITIES
Common Stock
Our authorized capital stock consists of 75,000,000 shares of common stock, $0.001 par value per share. The holders of our common stock:
|
* |
have equal ratable rights to dividends from funds legally available if and when declared by our board of directors; |
|
* |
are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs; |
|
* |
do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and |
|
* |
are entitled to one non-cumulative vote per share on all matters on which stockholders may vote. |
-21-
All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non-assessable. We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the state of Nevada for a more complete description of the rights and liabilities of holders of our securities.
Non-cumulative voting
Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.
Cash dividends
As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Anti-takeover provisions
There are no Nevada anti-takeover provisions that may have the affect of delaying or preventing a change in control.
Reports
After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 15(d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-KSB, 10-QSB, and 8-K. You may read copies of any materials we file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports we file electronically. The address for the Internet site is www.sec.gov.
Stock transfer agent
Our company currently has not engaged the services of a transfer agent.
CERTAIN TRANSACTIONS
We issued 2,000,000 shares of common stock to Juanming Fang one of our directors in August 2006, in consideration of $2,000.
-22-
LITIGATION
We are not a party to any pending litigation and none is contemplated or threatened.
EXPERTS
Our financial statements for the period from inception to July 31, 2007, included in this prospectus have been audited by Kenne Ruan, 40 Hemlock Hollow Road, Woodbridge, CT, 06525..
LEGAL MATTERS
FINANCIAL STATEMENTS
Our fiscal year end is July 31. We will provide audited financial statements to our stockholders on an annual basis.
Our financial statements from inception to July 31, 2007 (audited) immediately follow:
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FINANCIAL STATEMENTS |
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Report of Independent Registered Public Accounting Firm |
F-1 |
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Balance Sheet |
F-2 |
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Statement of Operations and Accumulated Deficit |
F-3 |
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Statements of Cash Flows |
F-4 |
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NOTES TO FINANCIAL STATEMENTS |
F-5 |
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-45-
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Emo Enterprise Corp.
(A Development Stage Company)
We have audited the accompanying balance sheet of Emo Enterprise Corp. as of July 3, 2007 and the related statements of operations, changes in shareholders' equity and cash flows for the period from August 23, 2006 (inception) to July 31, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion .
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Emo Capital Corp. as of July 31, 2007, and the results of its operation and its cash flows for the period from August 23, 2006 (inception) to July 31, 2007 in conformity with U.S. generally accepted accounting principl es.
The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statemetns, the Company's losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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/s/: Kenne Ruan, CPA, P.C. |
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Woodbridge, Connecticut August 20, 2007 ____________ |
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The accompanying notes are an integral part of the financial statements.
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Emo Enterprise Corp. (A Development Stage Company) |
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Statements of Operations |
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August 23, 2006 |
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(Inception) |
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through |
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July 31, |
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2007 |
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Revenues |
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Revenues |
$ |
-- |
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Total Revenues |
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General & Administrative Expenses |
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Management Fees |
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350 |
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Filing Fee |
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50 |
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Professional Fees |
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1,500 |
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Total General & Administrative Expenses |
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1,900 |
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Net Loss |
$ |
(1,900) |
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Basic loss per share |
$ |
(0.02) |
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Weighted average number of |
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common shares outstanding |
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100,000 |
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The accompanying notes are an integral part of the financial statements.
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Emo Enterprise Corp. |
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(A Development Stage Company) |
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Statement of Changes in Stockholders' Equity (Deficit) |
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From August 23, 2006 (inception) through July 31, 2007 |
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Deficit |
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Accumulated |
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Common |
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Common |
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Additional |
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During |
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Total |
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Stock |
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Stock |
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Paid-in |
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Development |
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Amount |
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Capital |
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Stage |
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Common stock issued for cash - at $0.001 per share, July 15, 2007 |
2,000,000 |
$ |
2,000 |
$ |
-- |
$ |
-- |
$ |
2,000 |
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Net loss, for the period from August 23, 2006 to July 31, 2007 |
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(1,900) |
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(1,900) |
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Balance July 31, 2007 |
2,000,000 |
$ |
2,000 |
$ |
-- |
$ |
(1,900) |
$ |
100 |
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The accompanying notes are an integral part of the financial statements.
The accompanying notes are an integral part of the financial statements.
Emo Enterprise Corp.
(A Development Stage Company)
Notes to Financial Statements
For the Period From August 23, 2006 (inception) to July 31, 2007
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 $1,900 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 shareholders. These financial statements do not include any adjustments to the recoverability and classification of assets, or the amount and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.
The company's year-end is July 31, 2007.
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 July 31, 2007, there were no cash equivalents.
Development Stage Company
The Company complies with Statement of Financial Accounting Standard ("SFAS") No. 7 and the Securities and Exchange Commission Exchange Act 7 for its characterization of the Company as development stage.
Impairment of Long Lived Assets
Long-lived assets are reviewed for impairment in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long- lived Assets". Under SFAS No. 144, long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized or the amount, if any, which the carrying value of the asset exceeds the fair value.Foreign Currency Translation
The Company is located and operating outside of the United States of America. It maintains its accounting records in U.S. Dollars, as follows:
At the transaction date, each asset, liability, revenue, and expense is translated into U.S. dollars by the use of exchange rates in effect at that date. At the period end, monetary assets and liabilities are remeasured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.
The Company's currency exposure is insignificant and immaterial and we do not use derivative instruments to reduce its potential exposure to foreign currency risk.
Financial Instruments
The carrying value of the Company's financial instruments consisting of cash equivalents and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.Income Taxes
The Company uses the assets and liability method of accounting for income taxes in accordance with SFAS No. 109 "Accounting for Income Taxes". Under this method, deferred tax assts and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Basic and Diluted Net Loss Per Share
In accordance with SFAS No. 128, "Earnings Per Share', the basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As at July 31, 2007, diluted net loss per share is equivalent to basic net loss per share.Stock Based Compensation
The Company accounts for stock options and similar equity instruments issued in accordance with SFAS No. 123(revised), " Share-Based Payment ". Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. Transactions in which goods or services are received in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. SFAS No. 123(revised) requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.
The Company did not grant any stock options during the period ended July 31, 2007. 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 July 31, 2007.
Advertising Expenses
The company expenses advertising costs as incurred. There was no advertising expense incurred by the company during the period ended July 31, 2007.
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.3. CAPTIAL 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.
4. RELATED PARTY TRANSACTIONS
The Company's sole officer has loaned the company $5, without interest and fixed term of repayment.
-46-
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our officers and directors are indemnified as to personal liability as provided by the Nevada Revised Statutes ("NRS") and our bylaws. Section 78,7502 of the NRS provides that a corporation may eliminate personal liability of an officer or director to the corporation or its stockholders for breach of fiduciary duty as an officer or director provided that such indemnification is limited if such party acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation.
Our articles of incorporation and bylaws allow us to indemnify our officers and directors up to the fullest extent permitted by Nevada law, but such indemnification is not automatic. Our bylaws provide that indemnification may not be made to or on behalf of a director or officer if a final adjudication by a court establishes that the director or officer's acts or omissions involved intentional misconduct, fraud, or a knowing violation of the law and was material to the cause of action.
Unless limited by our articles of incorporation (which is not the case with our articles of incorporation) a corporation must indemnify a director who is wholly successful, on the merits or otherwise, in the defence of any proceeding to which the director was a party because of being a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of the offering (assuming all shares are sold), all of which are to be paid by the registrant, are as follows:
SEC Registration Fee
$
10.00
Printing Expenses
$
400.00
Accounting/administrative Fees and Expenses
$
3,000.00
Legal Fees/ Expenses
$
1,500.00
Transfer Agent Fees
$
1,000.00
TOTAL
$
5,910.00
-47-
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
Since inception, the registrant has sold the following securities which were not registered under the Securities Act of 1933, as amended.
|
a) |
In July 2007, we issued 2,000,000 shares of common stock to Juanming Fang; in consideration of $0.001 per share or a total of $2,000. |
We issued the foregoing 2,000,000 shares of common stock as restricted securities pursuant to Reg. S of the Securities Act of 1933 in that all of the sales took place outside the United States of America with non-US persons.
* All of the above offerings and sales of securities have not been registered under the Securities Act of 1933, and have been issued in reliance upon an exemption from registration requirements of the Securities Act of 1933 provided by Regulation S promulgated under the Securities Act. Our issuance complies with the requirements of a Regulation S offering. All of the above investors are normally resident outside of the United States; the transaction took place outside the U.S.; no directed selling efforts were made in the U.S. by Emo Capital Corp., any distributor, any affiliate or any person acting on behalf of the foregoing; the securities were offered and sold in a foreign directed offering to residents thereof.
No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were friends or associates of executive officers of Emo Capital Corp. in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, we have made independent determinations that all of the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. Furthermore, all of the above-referenced persons were provided with access to our Securities and Exchange Commission filings.
ITEM 27. EXHIBITS .
The following exhibits are filed with this Form SB-2 registration statement:
-48-
ITEM 28. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes:
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
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a. |
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
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Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Not withstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. |
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To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any change to such information in the registration statement. |
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That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this amended Form SB-2 Registration Statement and has duly caused this amended Form SB-2 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China on this September 5, 2007.
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Emo Capital Corp. |
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BY: |
/s/ Juanming Fang |
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Juanming Fang, President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Treasurer, Secretary and a member of the Board of Directors |
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KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Juanming Fang, as true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendment (including post-effective amendments) to this registration statement, and to file the same, therewith, with the Securities and Exchange Commission, and to make any and all state securities law or blue sky filings, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying the confirming all that said attorney-in-fact and agent, or any substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this amended Form SB-2 Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
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Signature |
Title |
Date |
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/s/ Juanming Fang |
President, Principal Executive Officer, |
September 5, 2007 |
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Juanming Fang |
Principal Financial Officer, Principal Accounting Officer, Treasurer, Secretary, and Director |
-50-
ROBERTSON & WILLIAMS
Attorneys and Counselors At Law
September 4, 2007
The Board of Directors
Emo Capital Corp.
115 He Xiang Road
Bai He Village, Qing Pu
Shanghai, China 200000
Gentlemen:
You have asked for our opinion as to the legality if the issuance by you (the "Company") of 5,000,000 shares of common stock ("Shares") as further described in the Form SB-2 Registration Statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act").
As special counsel to you in providing this opinion, the following have been considered and examined;
1. The Articles of incorporation and by-Laws of the Company;
2. Copies of the minutes of the meetings and resolutions of the Directors of the Company;
3. Certain corporate records of the Company and such other records and documents as we have deemed necessary and relevant to form the basis for our opinion, all as provided to us by the Company; and
4. The Registration Statement to be filed.
In giving our opinion, we have assumed without investigation the authenticity of any document o instrument submitted to us as an original, the conformity to the original of any document or instrument submitted to us as photostatic, or conformed copies. In our examinations, we have assumed the legal capacity of all natural persons.'
Based upon the foregoing, we are of the opinion that the 2,000,000 Shares currently issued and outstanding for resale pursuant to the Registration Statement are legally issued, fully paid and non-assessable under the Nevada corporate laws. Further, based upon the foregoing, we are of the opinion that the 3,000,000 Shares offering sale by the Company pursuant to the Registration Statement, if sold as described in the Registration Statement, will be legally issued, fully paid and non-assessable under the Nevada corporate laws.
No opinion is expressed herein as to the application of state securities or Blue Sky laws. We express no opinion regarding the adequacy and sufficiency of the Registration Statement under any federal or state laws or the right of the shareholders to sell their shares of the Company's Common Stock, our opinion being expressly limited to the authorization of the issuance and the validity of the Company's Common Stock.
This opinion has been delivered solely to the Securities Exchange Commission and is not to be made available to or relied upon by other persons or entities, except the Company and its shareholders, without our prior, express written consent. It is limited to the matters specifically addressed and may not be relied upon as to any related or collateral matter. This opinion is based upon the accuracy of the assumptions and upon current Nevada laws, regulations and judicial decisions. If the assumptions are not valid or if there is a material change in the law, the matters addressed in this opinion must be re-examined.
We consent to the reference to our firm name in the Prospectus filed as a part of the Registration Statement and the use of our opinion in the Registration Statement. In giving these consents, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Act or regulations promulgated thereunder.
Very truly yours,
/s/ Mark A, Robertson
Mark A. Robertson
For the Firm
ROBERTSON & WILLIAMS
Attorneys and Counselors At Law
September 4, 2007
The Board of Directors
Emo Capital Corp.
115 He Xiang Road
Bai He Village, Qing Pu
Shanghai, China 200000
Gentlemen:
You have asked for our opinion as to the legality if the issuance by you (the "Company") of 5,000,000 shares of common stock ("Shares") as further described in the Form SB-2 Registration Statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act").
As special counsel to you in providing this opinion, the following have been considered and examined;
1. The Articles of incorporation and by-Laws of the Company;
2. Copies of the minutes of the meetings and resolutions of the Directors of the Company;
3. Certain corporate records of the Company and such other records and documents as we have deemed necessary and relevant to form the basis for our opinion, all as provided to us by the Company; and
4. The Registration Statement to be filed.
In giving our opinion, we have assumed without investigation the authenticity of any document o instrument submitted to us as an original, the conformity to the original of any document or instrument submitted to us as photostatic, or conformed copies. In our examinations, we have assumed the legal capacity of all natural persons.'
Based upon the foregoing, we are of the opinion that the 2,000,000 Shares currently issued and outstanding for resale pursuant to the Registration Statement are legally issued, fully paid and non-assessable under the Nevada corporate laws. Further, based upon the foregoing, we are of the opinion that the 3,000,000 Shares offering sale by the Company pursuant to the Registration Statement, if sold as described in the Registration Statement, will be legally issued, fully paid and non-assessable under the Nevada corporate laws.
No opinion is expressed herein as to the application of state securities or Blue Sky laws. We express no opinion regarding the adequacy and sufficiency of the Registration Statement under any federal or state laws or the right of the shareholders to sell their shares of the Company's Common Stock, our opinion being expressly limited to the authorization of the issuance and the validity of the Company's Common Stock.
This opinion has been delivered solely to the Securities Exchange Commission and is not to be made available to or relied upon by other persons or entities, except the Company and its shareholders, without our prior, express written consent. It is limited to the matters specifically addressed and may not be relied upon as to any related or collateral matter. This opinion is based upon the accuracy of the assumptions and upon current Nevada laws, regulations and judicial decisions. If the assumptions are not valid or if there is a material change in the law, the matters addressed in this opinion must be re-examined.
We consent to the reference to our firm name in the Prospectus filed as a part of the Registration Statement and the use of our opinion in the Registration Statement. In giving these consents, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Act or regulations promulgated thereunder.
Very truly yours,
/s/ Mark A, Robertson
Mark A. Robertson
For the Firm
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DEAN HELLER |
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Secretary of State |
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206 North Carson Street |
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Carson City, Nevada 89701-4299 |
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(775) 684-5708 |
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Website: secretaryofstate.biz |
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Articles of Incorporation
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Kenne Ruan, CPA, P.C. Phone: (203) 824-0441 Fax: (203) 413-4686
40 Hemlock Hollow Road, Woodbridge, CT 06525 kruancpa@yahoo.com
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the filing documentation on Form SB-2 of Emo Capital Corp.. of our report dated August 20, 2007, relating to the financial statements of the period from August 23, 2006 (inception) to July 31, 2007.
/s/ Kenne Ruan, CPA, P.C.
Woodbridge, Connecticut
September 4, 2007
BYLAWS
of
Emo Capital Corp.
(the "Corporation")
ARTICLE I: MEETINGS OF SHAREHOLDERS
Section 1 - Annual Meetings
The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors.
Section 2 - Special Meetings
Special meetings of the shareholders may be called by the Board of Directors or such person or persons authorized by the Board of Directors.
Section 3 - Place of Meetings
Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Nevada as the Board of Directors may from time to time fix.
Section 4 - Notice of Meetings
A notice convening an annual or special meeting which specifies the place, day, and hour of the meeting, and the general nature of the business of the meeting, must be faxed, personally delivered or mailed postage prepaid to each shareholder of the Corporation entitled to vote at the meeting at the address of the shareholder as it appears on the stock transfer ledger of the Corporation, at least ten (10) days prior to the meeting. Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, a shareholder will not invalidate the proceedings at that meeting.
Section 5 - Action Without a Meeting
Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote if written consents are signed by shareholders representing a majority of the shares entitled to vote at such a meeting, except however, if a different proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, than that proportion of written consents is required. Such written consents must be filed with the minutes of the proceedings of the shareholders of the Corporation.
Section 6 - Quorum
a) No business, other than the election of the chairman or the adjournment of the meeting, will be transacted at an annual or special meeting unless a quorum of shareholders, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting.
b) Except as otherwise provided in these Bylaws, a quorum is two persons present and being, or representing by proxy, shareholders of the Corporation.
c) If within half an hour from the time appointed for an annual or special meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place as determined by the chairman of the meeting.
Section 7 - Voting
Subject to a special voting rights or restrictions attached to a class of shares, each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy.
Section 8 - Motions
No motion proposed at an annual or special meeting need be seconded.
Section 9 - Equality of Votes
In the case of an equality of votes, the chairman of the meeting at which the vote takes place is not entitled to have a casting vote in addition to the vote or votes to which he may be entitled as a shareholder of proxy holder.
Section 10 - Dispute as to Entitlement to Vote
In a dispute as to the admission or rejection of a vote at an annual or special meeting, the decision of the chairman made in good faith is conclusive.
Section 11 - Proxy
a) Each shareholder entitled to vote at an annual or special meeting may do so either in person or by proxy. A form of proxy must be in writing under the hand of the appointer or of his or her attorney duly authorized in writing, or, if the appointer is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney. A proxy holder need not be a shareholder of the Corporation.
b) A form of proxy and the power of attorney or other authority, if any, under which it is signed or a facsimiled copy thereof must be deposited at the registered office of the Corporation or at such other place as is specified for that purpose in the notice convening the meeting. In addition to any other method of depositing proxies provided for in these Bylaws, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at a place or places and fixing the time or times for depositing the proxies not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders.
ARTICLE II: BOARD OF DIRECTORS
Section 1 - Number, Term, Election and Qualifications
a) The first Board of Directors of the Corporation, and all subsequent Boards of the Corporation, shall consist of not less than one (1) and not more than nine (9) directors. The number of Directors may be fixed and changed from time to time by ordinary resolution of the shareholders of the Corporation.
b) The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified or until there is a decrease in the number of directors. Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his or her election, or until his or her prior death, resignation or removal. Any Director may resign at any time upon written notice of such resignation to the Corporation.
c) A casual vacancy occurring in the Board may be filled by the remaining Directors.
d) Between successive annual meetings, the Directors have the power to appoint one or more additional Directors but not more than 1/2 of the number of Directors fixed at the last shareholder meeting at which Directors were elected. A Director so appointed holds office only until the next following annual meeting of the Corporation, but is eligible for election at that meeting. So long as he or she is an additional Director, the number of Directors will be increased accordingly.
e) A Director is not required to hold a share in the capital of the Corporation as qualification for his or her office.
Section 2 - Duties, Powers and Remuneration
a) The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except for those powers conferred upon or reserved for the shareholders or any other persons as required under Nevada state law, the Corporation's Articles of Incorporation or by these Bylaws.
b) The remuneration of the Directors may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.
Section 3 - Meetings of Directors
a) The President of the Corporation shall preside as chairman at every meeting of the Directors, or if the President is not present or is willing to act as chairman, the Directors present shall choose one of their number to be chairman of the meeting.
b) The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit. Questions arising at a meeting must be decided by a majority of votes. In case of an equality of votes the chairman does not have a second or casting vote. Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time to time determine.
c) A Director may participate in a meeting of the Board or of a committee of the Directors using conference telephones or other communications facilities by which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation. A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed. Such Director will be counted in the quorum and entitled to speak and vote at the meeting.
d) A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages. It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed.
e) A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director. All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director.
f) The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director.
g) The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose.
h) All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director.
i) A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called and held. A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart.
j) All Directors of the Corporation shall have equal voting power.
Section 4 - Removal
One or more or all the Directors of the Corporation may be removed with or without cause at any time by a vote of two-thirds of the shareholders entitled to vote thereon, at a special meeting of the shareholders called for that purpose.
Section 5 - Committees
a) The Directors may from time to time by resolution designate from among its members one or more committees, and alternate members thereof, as they deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution. Unless the Articles of Incorporation or Bylaws state otherwise, the Board of Directors may appoint natural persons who are not Directors to serve on such committees authorized herein. Each such committee shall serve at the pleasure of the Board of Directors and unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors.
b) Each Committee shall keep regular minutes of its transactions, shall cause them to be recorded in the books kept for that purpose, and shall report them to the Board at such times as the Board may from time to time require. The Board has the power at any time to revoke or override the authority given to or acts done by any Committee.
ARTICLE III: OFFICERS
Section 1 - Number, Qualification, Election and Term of Office
a) The Corporation's officers shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws. The officers of the Corporation shall consist of a president, secretary, treasurer, and also may have one or more vice presidents, assistant secretaries and assistant treasurers and such other officers as the Board of Directors may from time to time deem advisable. Any officer may hold two or more offices in the Corporation, and may or may not also act as a Director.
b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.
c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal.
Section 2 - Resignation
Any officer may resign at any time by giving written notice of such resignation to the Corporation.
Section 3 - Removal
Any officer appointed by the Board of Directors may be removed by a majority vote of the Board, either with or without cause, and a successor appointed by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.
Section 4 - Remuneration
The remuneration of the Officers of the Corporation may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.
Section 5 - Conflict of Interest
Each officer of the Corporation who holds another office or possesses property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the Corporation shall, in writing, disclose to the President the fact and the nature, character and extent of the conflict.
ARTICLE V: SHARES OF STOCK
Section 1 - Certificate of Stock
a) The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.
b) Certificated shares of the Corporation shall be signed, either manually or by facsimile, by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by the shareholder in the Corporation. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.
c) If the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation.
d) Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.
e) If a share certificate:
(i) is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and issue a new certificate;
(ii) is lost, stolen or destroyed, then upon proof being given to the satisfaction of the Directors and upon and indemnity, if any being given, as the Directors think adequate, the Directors shall issue a new certificate; or
(iii) represents more than one share and the registered owner surrenders it to the Corporation with a written request that the Corporation issue in his or her name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such request.
Section 2 - Transfers of Shares
a) Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder thereof, or by his or her attorney duly authorized by a written power of attorney; and in the case of shares represented by certificates, only after the surrender to the Corporation of the certificates representing such shares with such shares properly endorsed, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock transfer taxes due thereon.
b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.
Section 3 - Record Date
a) The Directors may fix in advance a date, which must not be more than 60 days permitted by the preceding the date of a meeting of shareholders or a class of shareholders, or of the payment of a dividend or of the proposed taking of any other proper action requiring the determination of shareholders as the record date for the determination of the shareholders entitled to notice of, or to attend and vote at, a meeting and an adjournment of the meeting, or entitled to receive payment of a dividend or for any other proper purpose and, in such case, notwithstanding anything in these Bylaws, only shareholders of records on the date so fixed will be deemed to be the shareholders for the purposes of this Bylaw.
b) Where no record date is so fixed for the determination of shareholders as provided in the preceding Bylaw, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, is the record date for such determination.
Section 4 - Fractional Shares
Notwithstanding anything else in these Bylaws, the Corporation, if the Directors so resolve, will not be required to issue fractional shares in connection with an amalgamation, consolidation, exchange or conversion. At the discretion of the Directors, fractional interests in shares may be rounded to the nearest whole number, with fractions of 1/2 being rounded to the next highest whole number, or may be purchased for cancellation by the Corporation for such consideration as the Directors determine. The Directors may determine the manner in which fractional interests in shares are to be transferred and delivered to the Corporation in exchange for consideration and a determination so made is binding upon all shareholders of the Corporation. In case shareholders having fractional interests in shares fail to deliver them to the Corporation in accordance with a determination made by the Directors, the Corporation may deposit with the Corporation's Registrar and Transfer Agent a sum sufficient to pay the consideration payable by the Corporation for the fractional interests in shares, such deposit to be set aside in trust for such shareholders. Such setting aside is deemed to be payment to such shareholders for the fractional interests in shares not so delivered which will thereupon not be considered as outstanding and such shareholders will not be considered to be shareholders of the Corporation with respect thereto and will have no right except to receive payment of the money so set aside and deposited upon delivery of the certificates for the shares held prior to the amalgamation, consolidation, exchange or conversion which result in fractional interests in shares.
ARTICLE VI: DIVIDENDS
a) Dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine and shares may be issued pro rata and without consideration to the Corporation's shareholders or to the shareholders of one or more classes or series.
b) Shares of one class or series may not be issued as a share dividend to shareholders of another class or series unless such issuance is in accordance with the Articles of Incorporation and:
(i) a majority of the current shareholders of the class or series to be issued approve the issue; or
(ii) there are no outstanding shares of the class or series of shares that are authorized to be issued as a dividend.
ARTICLE VII: BORROWING POWERS
a) The Directors may from time to time on behalf of the Corporation:
(i) borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit,
(ii) issue bonds, debentures and other debt obligations either outright or as security for liability or obligation of the Corporation or another person, and
(iii) mortgage, charge, whether by way of specific or floating charge, and give other security on the undertaking, or on the whole or a part of the property and assets of the Corporation (both present and future).
b) A bond, debenture or other debt obligation of the Corporation may be issued at a discount, premium or otherwise, and with a special privilege as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at shareholder meetings of the Corporation, appointment of Directors or otherwise, and may by its terms be assignable free from equities between the Corporation and the person to whom it was issued or a subsequent holder thereof, all as the Directors may determine.
ARTICLE VIII: FISCAL YEAR
The fiscal year end of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors from time to time, subject to applicable law.
ARTICLE IX: CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors. The use of a seal or stamp by the Corporation on corporate documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document.
ARTICLE X: AMENDMENTS
Section 1 - By Shareholders
All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made by a majority vote of the shareholders at any annual meeting or special meeting called for that purpose.
Section 2 - By Directors
The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation.
ARTICLE XI: DISCLOSURE OF INTEREST OF DIRECTORS
a) A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Corporation or who holds an office or possesses property whereby, directly or indirectly, a duty or interest might be created to conflict with his or her duty or interest as a Director, shall declare the nature and extent of his or her interest in such contract or transaction or of the conflict with his or her duty and interest as a Director, as the case may be.
b) A Director shall not vote in respect of a contract or transaction with the Corporation in which he is interested and if he does so his or her vote will not be counted, but he will be counted in the quorum present at the meeting at which the vote is taken. The foregoing prohibitions do not apply to:
(i) a contract or transaction relating to a loan to the Corporation, which a Director or a specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or part of the loan;
(ii) a contract or transaction made or to be made with or for the benefit of a holding corporation or a subsidiary corporation of which a Director is a director or officer;
(iii) a contract by a Director to subscribe for or underwrite shares or debentures to be issued by the Corporation or a subsidiary of the Corporation, or a contract, arrangement or transaction in which a Director is directly or indirectly interested if all the other Directors are also directly or indirectly interested in the contract, arrangement or transaction;
(iv) determining the remuneration of the Directors;
(v) purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors; or
(vi) the indemnification of a Director by the Corporation.
c) A Director may hold an office or place of profit with the Corporation (other than the office of Auditor of the Corporation) in conjunction with his or her office of Director for the period and on the terms (as to remuneration or otherwise) as the Directors may determine. No Director or intended Director will be disqualified by his or her office from contracting with the Corporation either with regard to the tenure of any such other office or place of profit, or as vendor, purchaser or otherwise, and, no contract or transaction entered into by or on behalf of the Corporation in which a Director is interested is liable to be voided by reason thereof.
d) A Director or his or her firm may act in a professional capacity for the Corporation (except as Auditor of the Corporation), and he or his or her firm is entitled to remuneration for professional services as if he were not a Director.
e) A Director may be or become a director or other officer or employee of, or otherwise interested in, a corporation or firm in which the Corporation may be interested as a shareholder or otherwise, and the Director is not accountable to the Corporation for remuneration or other benefits received by him as director, officer or employee of, or from his or her interest in, the other corporation or firm, unless the shareholders otherwise direct.
ARTICLE XII: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT
The Corporation shall, within sixty days after the filing of its Articles of Incorporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its president, secretary and treasurer and all of its Directors, along with the post office box or street address, either residence or business, and a designation of its resident agent in the state of Nevada. Such list shall be certified by an officer of the Corporation.
ARTICLE XIII: INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
a) The Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation. Each Director of the Corporation on being elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.
b) The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation. In addition the Corporation shall indemnify the Secretary or an Assistance Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.
c) The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent.
CERTIFIED TO BE THE BYLAWS OF:
Emo Capital Corp.
per:
/s/ "Juanming Fang"
___________________________________
Secretary
Dated: August 24, 2006