Emo Capital Corp. - Annual Report: 2013 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10 - K

(Mark One) [ x ] ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Period year ended July 31, 2013

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ___________________

Commission file number: 333-145884

EMO CAPITAL CORP.

(Exact name of small business issuer as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization) 

N/A

(IRS Employer Number)

115 HE XIANG ROAD, BAI HE VILLAGE, QING PU, SHANGHAI, CHINA, 200000

(Address of principal executive office)

949-419-6588

(Issuer's telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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

Large accelerated filer o Accelerated filer

o Non-accelerated filer o Smaller reporting company x

(Do not check if a smaller reporting company)

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

The aggregate market value of Emo Capital's Common Stock owned by non-affiliates as of November 12, 2013 was $30,000.

Number of shares of each class of Emo Capital's capital stock outstanding as of November 12, 2013 was 35,500,000 shares of common stock

1 EMO CAPITAL CORP. FORM 10-K For the Fiscal Year ended July 31, 2013

Table of Contents

Part I

Item 1. Description of Business

Item 1A. Risk Factors

Item 1B. Unresolved Staff Comments

Item 2. Description of Property

Item 3. Legal Proceedings

Item 4. Submission of Matters to a vote of Security Holders Part II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6. Selected Financial Data

Item 7. Management's Discussion and Analysis of Financial Condition and the Results of Operations

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8. Financial Statements and Supplementary Data Management's Report on Internal Control Over Financial Reporting Report of Independent Registered Public Accounting Firm Part III

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

Item 9B. Other Information

Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Exhibits and Financial Statements Schedules

Item 14. Principal Accountants Fees and Services Signatures

2 FORWARD LOOKING STATEMENTS CERTAIN STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K, OR THE "REPORT," ARE "FORWARD-LOOKING STATEMENTS." THESE FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS ABOUT THE PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS OF EMO CAPITAL CORP., A NEVADA CORPORATION AND OTHER STATEMENTS CONTAINED IN THIS REPORT THAT ARE NOT HISTORICAL FACTS. FORWARD-LOOKING STATEMENTS IN THIS REPORT OR HEREAFTER INCLUDED IN OTHER PUBLICLY AVAILABLE DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, OR THE "COMMISSION," REPORTS TO OUR SHAREHOLDERS AND OTHER PUBLICLY AVAILABLE STATEMENTS ISSUED OR RELEASED BY US INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH COULD CAUSE OUR ACTUAL RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS TO DIFFER FROM THE FUTURE RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH FUTURE RESULTS ARE BASED UPON MANAGEMENT'S BEST ESTIMATES BASED UPON CURRENT CONDITIONS AND THE MOST RECENT RESULTS OF OPERATIONS. WHEN USED IN THIS REPORT, THE WORDS "EXPECT," "ANTICIPATE," "INTEND," "PLAN," "BELIEVE," "SEEK," "ESTIMATE" AND SIMILAR EXPRESSIONS ARE GENERALLY INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, BECAUSE THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. THERE ARE IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS, INCLUDING OUR PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS AND OTHER FACTORS. PART I ITEM 1. DESCRIPTION OF BUSINESS

Emo Capital Corp. was incorporated in the state of Nevada on August 23, 2006. Emo has recently changed its business focus to the health and beauty care thru utilization of the web. Emo has incorporated a 100% wholly owned subsidiary called Nu Vitality Labs to accomplish this.

Nu Vitality Labs (NUVI) is a premier health and beauty company that will provide an all-inclusive web Portal for its clients where customers will be able to receive Diet/Health & Fitness Coaching, communicate and interact with other “like minded” individuals via the Nu Vitality Labs Health & Fitness social network, and have the opportunity to purchase health and beauty supplements through the Exclusive Nu Vitality Labs Beauty Store.

Clients who wish to benefit from our coaching service will have the opportunity to ask our diet specialists anything health and fitness related. Our specialists are trained in the categories of Diet, Exercise, Supplements and Nutritional Plans and are available 6AM PST- 5PM PST (M-F) via Live Help and email.

The Nu Vitality Labs social network will be the first Health, Beauty and Fitness social network available on the internet that is supported by full time diet experts. Clients that wish to benefit from this innovative aspect of our business will have the comfortable environment of a social network, filled with like-minded individuals to discuss anything Health & Beauty/Fitness related. The Nu Vitality Labs community promotes our users to share what has worked for them, and allows all of our users to use and add anything from diets, stretches, exercise plans, recipes and supplements to the community with the ultimate goal that our user interaction base, combined with our full time diet experts, will push our members to achieve their weight-loss and fitness goals.

By becoming a member of the Nu Vitality Labs program, clients are also issued exclusive access to our members only Nu Vitality Labs Store where members will have the ability to purchase as many supplements/vitamins as they wish. The NUVI store has everything a health enthusiast would need. From all natural vitamins, to supplements, to skin creams, to fish oils, the NUVI store was made to cater to clients seeking an all-inclusive community to support all of their Health and Beauty needs.

The Company also acquired the brand name of ME4Free during 2013. This brand will promote and market other health related natural products. A website has been designed and posted online to solicit feed back from customers.

Target Market

NUVI’s target market is the individual consumer located in USA, Canada, UK, and Australia. NUVI’s focus in this broad target market is to acquire clients who wish to help themselves avoid or achieve getting out of the obesity pandemic in the Western/English speaking countries. NUVI will be looking to acquire both Female and Male clients, however, all customers must be over the age of 18 to become a member and benefit from NUVI services.

With obesity rates reaching an all-time high in our target market, as high as 30% of the population within the USA alone, NUVI is confident that it can acquire a large customer base in a growing market sector and can be a major player in the role to combat obesity and promote healthy living within our target market.

Marketing Plan

NUVI plans to promote its products and services to a vast and growing number of internet users in the countries listed above. NUVI has an expert team in the internet marketing field and will promote all services through various internet marketing channels.

The first and most important channel that NUVI will utilize in order to achieve maximum market saturation will be the use of Display Advertising (or banner ads) to reach a very large number of targeted internet users. This method includes purchasing advertising space on health and beauty, as well as fitness related websites. The fact that users are searching, reading, and interacting with websites of health and fitness related material makes those viewers prime candidates to be interested in the NUVI program since NUVI provides many of the services, and information that millions of these visitors search each day.

The second channel that will be utilized heavily will be the use of search marketing on websites such as Google. NUVI will purchase paid advertisements on industry related keywords to have our website show up as a sponsored ad. When a web-surfer goes to google.com and types in a keyword, Diet Coaching for example, that user will view an advertisement from NUVI promoting our diet coaching program.

Our third internet marketing channel will be the use of email marketing and services from affiliate marketers. NUVI will allow third party internet marketing companies to promote the services of NUVI to a very targeted email list compiled from various affiliate marketers and will email the targeted list promoting many of NUVI’s services. The affiliates will often have vast lists of very targeted email lists from people signing up to newsletters for specific health, fitness, and beauty related topics. The affiliates will then e-mail the list directing them to our website where our goods and services are advertised. If anyone from the affiliate marketers email list purchases, that affiliate marketer is rewarded with a commission in return for the sale. All emails being sent out are CAN-SPAM compliant. The use of affiliate marketing allows NUVI to exponentially grow its internet presence by allowing third party internet marketing companies to promote NUVI’s products and services, and allows NUVI to utilize affiliate marketers online presence and reputation to promote the services of NUVI to the target consumer.

We currently have not advanced beyond the business plan state from our inception until the date of this filing.

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. Additionally, product features are based on expectations and are not guaranteed.

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.

OFFICES

The Company's headquarters and executive offices are located at 115 HE XIANG ROAD, BAI HE VILLAGE, QING PU, SHANGHAI, CHINA, 200000. Our telephone number is (949)-419-6588.

EMPLOYEES

We currently do not have any employees.

SUBSIDIARIES

On December 22, 2011 the Company incorporated Nu Vitality Labs Inc., in the State of Nevada as a wholly owned subsidiary of Emo Capital Corp. Nu Vitality Labs Inc., has authorized common shares of 1,500 common shares par value .01 and all authorized shares have been issued to EMO Capital Corp. Emo Capital Corp. paid $150 for the shares of Nu Vitality Labs Inc. The attached financial statements were prepared using the consolidation method to account for the 100% wholly owned subsidiary, Nu Vitality Labs Inc., and Emo Capital Corp. for the year ended July 31, 2013.

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 is our officer, director or affiliate' a party adverse to us in any legal proceeding.

ITEM 1A: RISK FACTORS

In addition to the other information in this report and our other filings with the SEC, you should carefully consider the risks described below. These risks are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations. If any of the following risks occur, our business, financial condition or operating results could be materially and adversely affected.

Risks associated with Emo Capital Corp.:

1. OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION. We may not be able to achieve our objectives and may have to suspend or cease operations if we do no generate additional financing. Our auditors have issued a going concern opinion as at October 30, 2012 and have continued to do so in each subsequent filing to the year-ended July 31, 2013. There is substantial doubt that we can continue as an ongoing business without additional financing and/or generating profits. If we are unable to do so, we will have to cease operations and you may lose your investment.

2. BECAUSE SUBSTANTIALLY ALL OF OUR ASSETS AND OUR OFFICER AND DIRECTOR IS LOCATED OUTSIDE THE UNITED STATES OF AMERICA, IT MAY BE DIFFICULT FOR AN INVESTOR TO ENFORCE WITHIN THE UNITED STATES ANY JUDGMENTS OBTAINED AGAINST US OR OUR OFFICER AND DIRECTOR. Substantially all of our assets are located outside of the United States and we do not currently maintain a permanent place of business within the United States. In addition, one our director and officer is a national and/or resident of a country other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for an investor to effect service of process or enforce within the United States any judgments obtained against us or our officer or director, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. In addition, there is uncertainty as to whether the courts of China and other jurisdictions would recognize or enforce judgments of United States courts obtained against us or our director and officer predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or be competent to hear original actions brought in China or other jurisdictions against us or our director and officer predicated upon the securities laws of the United States or any state thereof.

3. BECAUSE WE HAVE ONLY ONE OFFICER AND TWO DIRECTORS WHO ARE RESPONSIBLE FOR OUR MANAGERIAL AND ORGANIZATIONAL STRUCTURE, IN THE FUTURE, THERE MAY NOT BE EFFECTIVE DISCLOSURE AND ACCOUNTING CONTROLS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS WHICH COULD RESULT IN FINES, PENALTIES AND ASSESSMENTS AGAINST US. We have only one officer and two directors. They are responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When theses controls are implemented, they will be responsible for the administration of the controls. Should they not have sufficient experience, they may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment.

4. BECAUSE OUR SOLE EXECUTIVE OFFICER WILL ONLY BE DEVOTING LIMITED TIME TO OUR OPERATIONS, OUR OPERATIONS COULD BE SPORADIC WHICH MAY RESULT IN PERIODIC INTERRUPTIONS OR SUSPENSIONS OF OPERATIONS AND A LACK OF REVENUES WHICH MAY CAUSE US TO CEASE OPERATIONS. Juanming Fang, our sole executive plans to devote limited time to Emo's operations. Mr. Fang will be devoting approximately twenty five hours a week to our operations. Because Mr. Fang will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to Mr. Fang. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations.

5. BECAUSE WE DO NOT MAINTAIN ANY INSURANCE, IF A JUDGMENT IS RENDERED AGAINST US, WE MAY HAVE TO CEASE OPERATIONS. WE DO NOT MAINTAIN ANY INSURANCE AND DO NOT INTEND TO MAINTAIN INSURANCE IN THE FUTURE. Because we do not have any insurance, if we are made a party to a lawsuit, we may not have sufficient funds to defend the litigation. In the event that we do not defend the litigation or a judgment is rendered against us, we may have to cease operations.

6. BECAUSE SUBSTANTIALLY ALL OF OUR ASSETS AND OUR SOLE OFFICER AND ONE DIRECTOR IS LOCATED OUTSIDE THE UNITED STATES OF AMERICA, IT MAY BE DIFFICULT FOR AN INVESTOR TO ENFORCE WITHIN THE UNITED STATES ANY JUDGMENTS OBTAINED AGAINST US OR OUR OFFICER AND DIRECTOR. ALL OF OUR ASSETS ARE LOCATED OUTSIDE OF THE UNITED STATES. In addition, one director and officer is a national and/or resident of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for an investor to effect service of process or enforce within the United States any judgments obtained against us or our officer or director, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. In addition, there is uncertainty as to whether the courts of China or other jurisdictions would recognize or enforce judgments of United States courts obtained against us or our director and officer predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or be competent to hear original actions brought in China or other jurisdictions against us, our sole officer and director predicated upon the securities laws of the United States or any state thereof.

7. IF WE ARE NOT ABLE TO EFFECTIVELY RESPOND TO COMPETITION, OUR BUSINESS MAY FAIL. THERE ARE MANY SMALL SOFTWARE DEVELOPERS THAT SELL SOFTWARE PRODUCTS WHICH ARE SIMILAR TO OUR PROPOSED BUSINESS VENTURE. Most of these competitors have established businesses with an established customer base. We plan to compete against these groups by offering a much higher quality product than our competitors products with a more customizable product. However, we cannot assure you that such a strategy will be successful, or that competitors will not copy our business strategy. Our inability to achieve sales and revenues due to competition may have an adverse effect on our business operations and financial condition.

8. WE NEED TO RAISE ADDITIONAL INVESTMENT CAPITAL IN THE FUTURE IN ORDER TO COMMENCE OUR BUSINESS OPERATIONS. IF WE ARE UNABLE TO RAISE THE REQUIRED INVESTMENT CAPITAL, YOU MAY LOSE ALL OF YOUR INVESTMENT. In the current economic environment; it is extremely difficult for companies without profits or revenues, such as us, to raise capital. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. In the event we are not successful in selling our common stock, we may also seek to obtain short-term loans from our directors, although no such arrangement has been made. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our director to meet our initial capital requirement needs. If we are unable to raise the required financing, we will be unable to proceed with our business plan and you may lose your entire investment.

We will seek to obtain additional working capital through the sale of our securities.  However, we have no agreements or understandings with any third parties at this time for our receipt of additional working capital.  Consequently, there can be no assurance that we will be able to obtain continued access to capital as and when needed or, if so, that the terms of any available financing will be subject to commercially, reasonable terms. 

9. BECAUSE OUR ARTICLES OF INCORPORATION AUTHORIZE THE ISSUANCE OF 125,000,000 SHARES OF COMMON STOCK, AN INVESTOR FACES THE RISK OF HAVING THEIR PERCENTAGE OWNERSHIP DILUTED IN THE FUTURE. WE ANTICIPATE THAT ANY ADDITIONAL FUNDING WILL BE IN THE FORM OF EQUITY FINANCING FROM THE SALE OF OUR COMMON STOCK. In the future, if we do sell more common stock, your investment could be subject to dilution. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. These shares may also be issued without security holder approval and, if issued, may be granted voting powers, rights, and preferences that differ from and may be superior to those of the registered shares.

ITEM 1B: UNRESOLVED STAFF COMMENTS

None

ITEM 2: DESCRIPTION OF PROPERTY

The Company's headquarters and executive offices are located at 115 HE XIANG ROAD, BAI HE VILLAGE, QING PU, SHANGHAI, CHINA, 200000 and the company’s phone number is (949) 419-6588.

ITEM 3: LEGAL PROCEEDINGS

There are no existing, pending or threatened legal proceedings involving Emo Capital Corp., or against any of our officers or directors as a result of their involvement with the Company. As of July 31, 2013, the Company does not retain a legal counsel.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the fiscal period ended July 31, 2013.

PART II ITEM 5: MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

The Company's Common stock is presently listed on the OTC Bulletin Board under the symbol "NUVI". Our common stock has been listed on the OTC Bulletin Board since September 2008.

As of July 31, 2013, there were 17 stockholders of record of the Company's Common Stock.

The Company has not paid any cash dividends to date, and it has no intention of paying any cash dividends on its common stock in the foreseeable future. The declaration and payment of dividends is subject to the discretion of its Board of Directors. The timing, amount and form of dividends, if any, will depend on, among other things, results of operations, financial condition, cash requirements and other factors deemed relevant by the Board of Directors.

There are no outstanding options or warrants or convertible securities to purchase our common equity. The Company has never issued securities under and does not have any equity compensation plan.

ITEM 6: SELECTED FINANCIAL DATA

-------------------ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis provides information which management of Emo Capital Corp. (the "Company") believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report.

OVERVIEW

Emo Capital Corp. was incorporated in the state of Nevada on August 23, 2006. Emo has recently changed it’s business focus to the health and beauty care thru utilization of the web. Emo has incorporated a 100% wholly owned subsidiary called Nu Vitality Labs to accomplish this.

Nu Vitality Labs (NUVI) is a premier health and beauty company that will provide an all-inclusive web Portal for its clients where customers will be able to receive Diet/Health & Fitness Coaching, communicate and interact with other “like minded” individuals via the Nu Vitality Labs Health & Fitness social network, and have the opportunity to purchase health and beauty supplements through the Exclusive Nu Vitality Labs Beauty Store.

Clients who wish to benefit from our coaching service will have the opportunity to ask our diet specialists anything health and fitness related. Our specialists are trained in the categories of Diet, Exercise, Supplements and Nutritional Plans and are available 6AM PST- 5PM PST (M-F) via Live Help and email.

The Nu Vitality Labs social network will be the first Health, Beauty and Fitness social network available on the internet that is supported by full time diet experts. Clients that wish to benefit from this innovative aspect of our business will have the comfortable environment of a social network, filled with like-minded individuals to discuss anything Health & Beauty/Fitness related. The Nu Vitality Labs community promotes our users to share what has worked for them, and allows all of our users to use and add anything from diets, stretches, exercise plans, recipes and supplements to the community with the ultimate goal that our user interaction base, combined with our full time diet experts, will push our members to achieve their weight-loss and fitness goals.

By becoming a member of the Nu Vitality Labs program, clients are also issued exclusive access to our members only Nu Vitality Labs Store where members will have the ability to purchase as many supplements/vitamins as they wish. The NUVI store has everything a health enthusiast would need. From all natural vitamins, to supplements, to skin creams, to fish oils, the NUVI store was made to cater to clients seeking an all-inclusive community to support all of their Health and Beauty needs.

The Company also acquired the brand name of ME4Free during 2013. This brand will promote and market other health related natural products. A website has been designed and posted online to solicit feed back from customers.

Target Market

NUVI’s target market is the individual consumer located in USA, Canada, UK, and Australia. NUVI’s focus in this broad target market is to acquire clients who wish to help themselves avoid or achieve getting out of the obesity pandemic in the Western/English speaking countries. NUVI will be looking to acquire both Female and Male clients, however, all customers must be over the age of 18 to become a member and benefit from NUVI services.

With obesity rates reaching an all-time high in our target market, as high as 30% of the population within the USA alone, NUVI is confident that it can acquire a large customer base in a growing market sector and can be a major player in the role to combat obesity and promote healthy living within our target market.

Marketing Plan

NUVI plans to promote its products and services to a vast and growing number of internet users in the countries listed above. NUVI has an expert team in the internet marketing field and will promote all services through various internet marketing channels.

The first and most important channel that NUVI will utilize in order to achieve maximum market saturation will be the use of Display Advertising (or banner ads) to reach a very large number of targeted internet users. This method includes purchasing advertising space on health and beauty, as well as fitness related websites. The fact that users are searching, reading, and interacting with websites of health and fitness related material makes those viewers prime candidates to be interested in the NUVI program since NUVI provides many of the services, and information that millions of these visitors search each day.

The second channel that will be utilized heavily will be the use of search marketing on websites such as Google. NUVI will purchase paid advertisements on industry related keywords to have our website show up as a sponsored ad. When a web-surfer goes to google.com and types in a keyword, Diet Coaching for example, that user will view an advertisement from NUVI promoting our diet coaching program.

Our third internet marketing channel will be the use of email marketing and services from affiliate marketers. NUVI will allow third party internet marketing companies to promote the services of NUVI to a very targeted email list compiled from various affiliate marketers and will email the targeted list promoting many of NUVI’s services. The affiliates will often have vast lists of very targeted email lists from people signing up to newsletters for specific health, fitness, and beauty related topics. The affiliates will then e-mail the list directing them to our website where our goods and services are advertised. If anyone from the affiliate marketers email list purchases, that affiliate marketer is rewarded with a commission in return for the sale. All emails being sent out are CAN-SPAM compliant. The use of affiliate marketing allows NUVI to exponentially grow its internet presence by allowing third party internet marketing companies to promote NUVI’s products and services, and allows NUVI to utilize affiliate marketers online presence and reputation to promote the services of NUVI to the target consumer.

We currently have not advanced beyond the business plan state from our inception until the date of this filing.

RESULTS OF OPERATIONS

REVENUES

There were no revenues generated for the fiscal period ended July 31, 2013 and no revenues have been earned by the Company since its inception.

GENERAL & ADMINISTRATIVE EXPENSES

General and administrative expenses totaled $5,554 for the fiscal year ended July 31, 2013. This is compared to general and administrative expenses totaling $9,052 for the fiscal year ended July 31, 2012. This increase in general and administrative expenses is largely attributed to a increase in fees paid for professional services related to maintaining the Company for publicly reporting status.

We experienced a net loss of $5,554 for the fiscal year ended July 31, 2013 compared to a net loss of $9,052 for the fiscal year ended July 31, 2012.

LIQUIDITY AND CAPITAL RESOURCES

As of July 31, 2012, the Company had cash of $0. Management does not expect that the current level of cash on hand will be sufficient to fund our operation for the next twelve month period. In the event that additional funds are required to maintain operations, our officers and directors have agreed to advance us sufficient capital to allow us to continue operations. We may also be able to obtain loans from our shareholders, but there are no agreements or understandings in place currently.

We believe that we will require additional funding to expand our business and ensure its future profitability. We anticipate that any additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any agreements in place for any future equity financing. In the event we are not successful in selling our common stock, we may also seek to obtain short-term loans from our director.

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Please see Item 1A above, "Risk Factors," for a discussion of these and other risks and uncertainties we face in our business.

ITEM 8: FINANCIAL STATEMENTS

The financial statements required to be filed pursuant to this Item 8 begin on page F-1 of this report.

ITEM 9: CHANGES IN DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

The Financial Statements of the Company have been audited by Kenne Ruan, CPA, P.C. for the fiscal year ended July 31, 2013 and July 31, 2012. There have been no changes in or disagreements with Kenne Ruan, CPA, P.C. on accounting and financial disclosure matters at any time.

ITEM 9A: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of the Company’s management, including its principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on criteria established in the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the Company’s management concluded that its internal control over financial reporting was effective as of July 31, 2013.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

There have been no changes in Emo’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended July 31, 2013 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

ITEM 9B: OTHER INFORMATION None

ITEM 10: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT 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:

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.

SECTION 16(A) BENEFICIAL OWNER REPORTING COMPLIANCE

Section 16(a) of the Securities and Exchange Act of 1934 requires that the Company's directors, executive officers, and persons who own more than 10% of registered class of the Company's equity securities, or file with the Securities and Exchange Commission (SEC), initial reports of ownership and report of changes in ownership of common stock and other equity securities of the Company. Officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they file. As of the fiscal year ending July 31, 2013, Form 3 reports were not timely filed by Juanming Fang, the Company's President.

CODE OF ETHICS

The Company has adopted code of ethics for all of the employees, directors and officers which is attached to this Annual Report as Exhibit 14.1.

ITEM 11: EXECUTIVE COMPENSATION

The following table sets forth information with respect to compensation paid by us to our officers and directors during the four 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.

[1] All compensation received by the officers and directors has been disclosed.

OPTIONS AND GRANTS

There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

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.

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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. 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, SHANGHAI, CHINA, 200000

Name of Beneficial Direct Amount of Position Percent of Class Owner Beneficial Owner

Juanming Fang 14,000,000 CEO, CFO, 40% Secretary, Director

All officers and 40% directors as a group (1 person)

In accordance with the Sarbanes Oxley Act of 2002, Item 404 (a) (5), (a) (6) , and (d) of Regulation S-K, and Question 146.04 of the Division of Corporation Finance's Compliance and Disclosure Interpretations of Regulation S-K, the following information has been provided regarding shareholder loans totaling $12, 841: Shareholder Loans were made on: April 30, 2011 for $-41, June 2, 2010 for $1,600 June 2, 2009 for $6,199 June 2, 2008 for $5,083. There have been no specific terms of repayment or rate of return arrangements made with these shareholder loans.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

We have no equity compensation plans.

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We issued 14,000,000 shares of common stock to Juanming Fang, our president and a member of the board of directors in August 2006, in consideration of $2,000. Also, the Company's sole officer has loaned the company $12,841, without interest and fixed term of repayment. There is no agreement evidence of the loan. Additionally, the loan is unsecured and there are no terms of repayment at this time.

The amount of the loan outstanding as of July 31, 20123 is $13,425

ITEM 13: EXHIBITS Exhibit No. Description

3.1* Articles of Incorporation of the Company (incorporated by reference to the Form SB-2 filed with the Securities and Exchange Commission on September 5, 2007)

3.2* Bylaws of the Company (incorporated by reference to the Form SB-2 filed with the Securities and Exchange Commission on September 5, 2007)

10.1* Website Design Contract (incorporated by reference to the Form SB-2 filed with the Securities and Exchange Commission on September 5, 2007)

10.2 Material Terms of Loan

14 Code of Ethics

31 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

1) Audit Fees The aggregate fees billed for the last three fiscal years for professional services rendered by the principal accountant for the audit of the Company's annual financial statements and review of financial statements included in the Company's Form 10-QSBs or services that are normally provided by the accountant in connection with statutory and regulatory engagements for those fiscal years was:

2013 -$3,800 Kenne Ruan, CPA, P.C

2012 -$3,800 Kenne Ruan, CPA, P.C

2011 -$3,800 Kenne Ruan, CPA, P.C

2) Audit - Related Fees The aggregate fees billed in each of the last three fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported in the preceding paragraph:

2013 - $0 Kenne Ruan, CPA, P.C.

2012 - $0 Kenne Ruan, CPA, P.C.

2011 - $0 Kenne Ruan, CPA, P.C.

3) Tax Fees The aggregate fees billed in each of the last three fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

2013 - $0 Kenne Ruan, CPA, P.C.

2012 - $0 Kenne Ruan, CPA, P.C.

2011 - $0 Kenne Ruan, CPA, P.C.

4) All Other Fees The aggregate fees billed in each of the last three fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

2013 - $0 Kenne Ruan, CPA, P.C.

2012- $0 Kenne Ruan, CPA, P.C.

2011- $0 Kenne Ruan, CPA, P.C.

12 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this __th day of November, 2013.

EMO CAPITAL CORP.

(Registrant)

By: /s/ Juanming Fang

 

Juanming Fang Chief Executive Officer, Director, Principal Financial Officer, and Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/Juanming Fang	President, CEO, Secretary, Treasurer,Director, Principal Financial Officer and Principal Accounting Officer	November 12, 2013
Juanming Fang

 

 

 

 

 

INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm Balance Sheets for the fiscal year ended July 31, 2013 and period ended July 31, 2012 F-2

Consolidated Statements of Operations for the fiscal year ended July 31, 2013 and period ended July 31, 2012 F-3

Consolidated Statements of Cash Flows for the fiscal year ended July 31, 2013 and period ended July 31, 2012 F-4

Consolidated Statements of Shareholder's Equity (Deficit) F-5 Notes to Financial Statements F-6

Report of Independent Registered Public Accounting Firm F-1

 

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders

Emo Capital Corp.

(A Development Stage Company)

 

 

We have audited the accompanying consolidated balance sheets of Emo Capital Corp.(A development stage company) as of July 31, 2013 and 2012, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years then ended and for the period August 23, 2006 (date of inception) to July 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits 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 audits include 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 audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Emo Capital Corp. as of July 31, 2013 and 2012, and the results of its operations and its cash flows for each of the years then ended and for the period August 23, 2006 (date of inception) to July 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

 

The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/Kenne Ruan, CPA, P.C.
Woodbridge, Connecticut November 8, 2013

There have been no changes to the internal control over the financial reporting that occurred during our last fiscal year that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Emo Capital Corp.
(A Development Stage Company)
Consolidated Balance Sheets
								July 31, 2013	July 31, 2012
								(Audited)	(Audited)
ASSETS
Current Assets
Cash and cash equivalents								$                       -	$                   584
TOTAL CURRENT ASSETS								-	584
TOTAL ASSETS								$                       -	$                   584
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities								$              20,425	$              15,455
Shareholder loan								13,425	13,425
TOTAL CURRENT LIABILITIES								33,850	28,880
Stockholders' Equity (Deficit)
Common stock
Authorized: $0.001 par value, 125,000,000 shares authorized
Issued and Outstanding:
35,500,000 common shares as of July 31, 2013 and 35,000,000 July 31, 2012								5,000	5,000
Additional paid in capital								27,000	27,000
Stock Subscribed								100,000	100,000
Subscription receivable								(100,000)	(100,000)
Deficit accumulated during the development stage								(65,850)	(60,296)
TOTAL STOCKHOLDERS' DEFICIT								(33,850)	(28,296)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT								$                       -	$                   584
The accompanying notes are an integral part of these financial statements.

 

 

Emo Capital Corp.
(A Development Stage Company)
Consolidated Statements of Operations
					For the Three Months Ended		For the Year Ended		From August 23, 2006
					July 31,	July 31,	July 31,	July 31,	(Inception) to
					2013	2013	2013	2012	July 31, 2013
General and Administrative Expenses
Professional Fees						3473	$                         4,350	$                         7,925	$                               62,364
Filing Fees							-	-	350
Administration					584	571	704	1,127	2,229
Advertising Fee					500		500		500
Bank charges and interest							-	-	407
					1084	4044	5,554	9,052	65,850
Net loss					$                  (1,084)	$                 (4,044)	$                        (5,554)	$                        (9,052)	$                               65,850
Basic and diluted net loss per common share					(0.00)	(0.00)	(0.00)	(0.00)
Weighted average common shares
outstanding - basic and diluted					35,500,000	35,500,000	35,500,000	35,000,000
The accompanying notes are an integral part of these financial statements.

 

Emo Capital Corp.
(A Development Stage Company)
Consolidated Statement of Cash Flows
		For the Year ended		From August 23, 2006
		July 31,	July 31,	(Inception) to
		2013	2012	July 31, 2013
Cash Flows from Operating Activities
Net loss		$                     (5,554)	$                     (9,052)	$                                 (65,850)
Changes in:
Subscription receivable				-
Cash and cash equivalents
Accounts payable and accrued liabilities		4,970	9,636	20,425
Net cash provided by (used in) operating activities		(584)	584	(45,425)
Financing Activities
Shareholder loan		-		13,425
Share Capital Subscribed				32,000
Net cash provided by financing activities		-	-	45,425
Net increase (decrease) change in cash		(584)	584	(0)
Cash and cash equivalents balance, beginning of period		584	-
Cash and cash equivalents balance, end of period		$                            (0)	$                         584	$                                          (0)
Supplemental Disclosure of Cash Flow Information
Cash paid for interest		-	-	-
Cash paid for income taxes		-	-	-
The accompanying notes are an integral part of these financial statements.

Emo Capital Corp.
(A Development Stage Company)
Consolidated Statements of ShareholdersDeficit
For the year ended July 31, 2012
					Common Stock		Additional paid	Subscriptions	Accumulated	Total
					Shares	Amount	in capital	Receivable	Deficit	Shareholders' Deficit
Balance August 26, 2007 (Inception)					0	$                              -	$                                 -		0	0
Issuance of common shares for cash, July 15, 2007					14,000,000	2,000	-		0	2,000
Net loss for the period ended July 31, 2007									(1,900)	(1,900)
Balance  at July 31, 2007					14,000,000	$2,000	$0		(1,900)	100
Issuance of common shares for cash					21,000,000	3,000	27,000		0	30,000
Net loss for the year ended July 31, 2008					0	-	-		(28,049)	(28,049)
Balance at July 31, 2008					35,000,000	5,000	27,000		(29,949)	2,051
Net loss for the year ended July 31, 2009					0	-	-		(13,776)	(13,776)
Balance at July 31, 2009					35,000,000	5,000	27,000		(43,725)	(11,725)
Net loss for the year ended July 31, 2010					0	-	-		(3,719)	(3,719)
Balance at July 31, 2010					35,000,000	5,000	27,000		(47,444)	(15,444)
Net loss for the year ended July 31, 2011					0	0	0	0	(3,800)	(3,800)
Balance at July 31, 2011					35,000,000	5,000	27,000	-	(51,244)	(19,244)
Issuance of common shares for
subscription receivable					500,000	500	99,500	(100,000)		0
Net loss for the year ended July 31, 2012					0	-	-	-	(9,052)	(9,052)
Balance at July 31, 2012					35,500,000	5,500	126,500	(100,000)	(60,296)	(28,296)
Net loss for the year ended July 31, 2013					0	-	-	-	(5,554)	(5,554)
Balance at July 31, 2013					35,500,000	5,500	126,500	(100,000)	(65,850)	(33,850)

F-2

Emo Capital Corp.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

For the Year Ended July 31, 2012

Note 1 - NATURE AND CONTINUANCE OF OPERATIONS

The Company is a development stage company, which was incorporated in the State of Nevada, United States of America on August 23, 2006. The Company intends to commence operations in health and beauty care thru utilization of the web.

These financial statements have been prepared on a going concern basis. The Company has accumulated a deficit of $65,850 since inception and has not yet to achieve profitable operations and further losses are anticipated in the development of its business, raising substantial doubt about the Company's ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management plans to continue to provide for its working capital needs by seeking loans from its shareholder. These financial statements do not include any adjustments to the recoverability and classification of assets, or the amount and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.

The company's year-end is July 31.

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may vary from these estimates.

The financial statements have, in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below:

Basic Presentation

The consolidated financial statements include accounts of the Company and its whole-owned subsidiary. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. All material intercompany balances and transactions are eliminated in consolidation.

Use of Estimates

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.

Impairment of Long Lived Assets

Long-lived assets are reviewed for impairment in accordance with ASC Topic 360, "Accounting for the Impairment or Disposal of Long- lived Assets". Under ASC Topic 360, long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized or the amount, if any, which the carrying value of the asset exceeds the fair value.

Foreign Currency Translation

The Company is located and operating outside of the United States of America. It maintains its accounting records in U.S. Dollars, as follows:

At the transaction date, each asset, liability, revenue, and expense is translated into U.S. dollars by the use of exchange rates in effect at that date. At the period end, monetary assets and liabilities are remeasured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.

The Company's currency exposure is insignificant and immaterial and we do not use derivative instruments to reduce its potential exposure to foreign currency risk.

Financial Instruments

The carrying value of the Company's financial instruments consisting of cash equivalents and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Income Taxes

The Company uses the assets and liability method of accounting for income taxes in accordance with FASB Topic 740 “Income Taxes". Under this method, deferred tax assts and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Basic and Diluted Net Loss Per Share

In accordance with FASB Topic 260 , "Earnings Per Share', the basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As at July 31, 2013, diluted net loss per share is equivalent to basic net loss per share.

Stock Based Compensation

The Company accounts for stock options and similar equity instruments issued in accordance with ASC Topic 718 Compensation-Stock Compensation. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. Transactions in which goods or services are received in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. ASC Topic 718- Compensation requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.

The Company did not grant any stock options during the period ended July 31, 2013.

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, 2012.

Advertising Expenses

The company expenses advertising costs as incurred. There was no advertising expense incurred by the company during the period ended July 31, 2013.

Recent Accounting Pronouncements

In September 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations. 

In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income,” which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on October 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 is not expected to have a material impact on our financial position or results of operations. 

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs,” which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on October 1, 2012. We are currently evaluating ASU 2011-04 and have not yet determined the impact that adoption will have on our financial statements. 

In April 2011, the FASB issued ASU 2011-02, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring.” This amendment explains which modifications constitute troubled debt restructurings (“TDR”). Under the new guidance, the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal year of adoption. The adoption of this ASU did not have a material impact on our financial statements.

 

 In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of supplementary pro forma information for business combinations.” This update changes the disclosure of pro forma information for business combinations. These changes clarify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. Also, the existing supplemental pro forma disclosures were expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. These changes become effective for the Company beginning October 1, 2011. The adoption of this ASU did not have a material impact on our financial statements.

In December 2010, the FASB issued ASU 2010-28, “Intangible –Goodwill and Other (Topic 350): When to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts.” This update requires an entity to perform all steps in the test for a reporting unit whose carrying value is zero or negative if it is more likely than not (more than 50%) that a goodwill impairment exists based on qualitative factors, resulting in the elimination of an entity’s ability to assert that such a reporting unit’s goodwill is not impaired and additional testing is not necessary despite the existence of qualitative factors that indicate otherwise. These changes become effective for the Company beginning October 1, 2011. The adoption of this ASU did not have a material impact on our financial statements.

Note 3 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company adopted the FASB standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows.

 • Level 1. Observable inputs such as quoted prices in active markets;

• Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

• Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company’s financial instruments are cash, accounts receivable, and accounts payable. The recorded values of cash, accounts receivable, and accounts payable approximate their fair values based on their short-term nature.

 

Note 4 - CAPITAL STOCK

On July 15, 2007, the Company issued 14,000,000 common shares at $0.001 per share to the sole director of the Company for total proceeds of $2,000.

In May 2008, the Company issued 21,000,000 common shares at $0.01 per share to subscribers for total proceeds of $30,000.

On February 25, 2010, the Company amended its Articles of incorporation and authorized 125,000,000 shares of common stock, at $.001 par value of which 35,500,000 were issued and outstanding as of July 31, 2012.

On April 30, 2010, the Stockholder's of the Company authorized the Forward Stock Split of our issued and outstanding Common Stock on a seven for one (7:1) basis. The Forward Stock Split became effective on April 30, 2010. As a result of the Forward Stock Split, the Company increased its issued and outstanding shares of the Common Stock to 35,000,000 from 5,000,000.

In May 2012, the Company issued 500,000 restricted common shares at $0.20 per share to a shareholder for a subscription receivable of $100,000.

 

Note 5 - RELATED PARTY TRANSACTIONS

A series of shareholder loans were made between August 23, 2006 to July 31, 2013 totalling $13,425. A balance of $13,425 is still outstanding as of July 31, 2013, without interest and fixed term of repayment. The loan is due at demand.

Note 6 - SUBSIDIARIES

On December 22, 2011 the Company incorporated Nu Vitality Labs Inc., in the State of Nevada as a wholly owned subsidiary of Emo Capital Corp. Nu Vitality Labs Inc., has authorized common shares of 1,500 shares par value .01 and all authorized shares have been issued to EMO Capital Corp. Emo Capital Corp. paid $150 for the shares of Nu Vitality Labs Inc. The attached financial statements were prepared using the consolidation method to account for the 100% wholly owned subsidiary, Nu Vitality Labs Inc., and Emo Capital Corp. for the year ended July 31, 2013.

 Note 7 - Asset Purchase Agreement

On June 26, 2013, the Company entered into an Asset Purchase Agreement with Paragon Development Inc. to purchase all of the naming rights of ME4Free for consideration of $1.00.

Note 8 - Subsequent Event

The Company dissolved its wholly owned subsidiary Nu Vitality Labs Inc. on August 1, 2013.