Emo Capital Corp. - Annual Report: 2015 (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, 2015

[ ] 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[ ] 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[ ] 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 [ ]

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. [ ]

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 [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

Smaller reporting company [X]

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

The aggregate market value of Emo Capital's Common Stock owned by non-affiliates as of November 10, 2015 was $149,100.

Number of shares of each class of Emo Capital's capital stock outstanding as of November 10, 2015 was 35,500,000 shares of common stock. 

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1 EMO CAPITAL CORP. FORM 10-K For the Fiscal Year ended July 31, 2015

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

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. Certain Relationships and Related Transactions

Item 14. Exhibits

Item 15. 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. The Company’s business focus is to promote and distribute health and beauty care products through the utilization of the internet.

The Company (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 products.,

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, and Canada,. 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.

Principal Products Or Services And Their Markets

This is the initial stage of our business. Currently the Company has developed a formulation in tablet form that is meant to target the male enhancement industry.

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 Regulations

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 District, Shanghai, China, 200000. Our telephone number is (949)-419-6588.

Employees

We currently do not have any employees.

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 July 31, 2015. 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 HEALTH RELATED COMPANIES THAT SELL HEALTH 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 competitor’s 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, 2015, 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, 2015.

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.

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

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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. The Company’s business focus is to promote and distribute health and beauty care products through utilization of the web.

The Company (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 Products., 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 feedback from customers.

Target Market

NUVI’s target market is the individual consumer located in USA, and Canada. 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.

Results of Operation

Revenues

There were no revenues generated for the fiscal period ended July 31, 2015 and no revenues have been earned by the Company since its inception.

General and Administrative Expenses 

General and administrative expenses totaled $8,869 for the fiscal year ended July 31, 2015. This is compared to general and administrative expenses totaling $3,721for the fiscal year ended July 31, 2014. This increase in general and administrative expenses is largely attributed to an increase in fees paid for professional services related to maintaining the Company for publicly reporting status and advertising.

We experienced a net loss of $8,869 for the fiscal year ended July 31, 2015 compared to a net loss of $3,721 for the fiscal year ended July 31, 2014.

Liquidity and Capital Resources

As of July 31, 2015, 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.

Part III

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

The Financial Statements of the Company have been audited by David L. Hillary, Jr., CPA, CITP for the fiscal year ended July 31, 2015. There have been no changes in or disagreements with David L. Hillary, Jr., CPA, CITP 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, 2015.

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, 2015 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, 2015, 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 District, 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 13: 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, 2015 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:

2015 $2,600 David L. Hillary, Jr., CPA, CITP

2014 $2,600 David L. Hillary, Jr., CPA, CITP

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:

2015 $0 David L. Hillary, Jr., CPA, CITP

2014 $0 David L. Hillary, Jr., CPA, CITP

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:

2015 $0 David L. Hillary, Jr., CPA, CITP

2014 $0 David L. Hillary, Jr., CPA, CITP

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:

2015 $0 David L. Hillary, Jr., CPA, CITP

2014 $0 David L. Hillary, Jr., CPA, CITP

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 12th of November, 2015.

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:

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

F-1

Balance Sheets for the fiscal year ended July 31, 2015 and period ended July 31, 2014

F-2

Consolidated Statements of Operations for the fiscal year ended July 31, 2015 and period ended July 31, 2014

F-3

Consolidated Statements of Cash Flows for the fiscal year ended July 31, 2015 and period ended July 31, 2014

F-4

Consolidated Statements of Shareholder's Equity (Deficit)

F-5

Notes to Financial Statements

F-6

 F-1

Report of Independent Registered Public Accounting Firm

As at July 31, 2015 

 To the Board of Directors and Shareholders of:

Emo Capital Corp.

115 He Xiang Road,

Bai He Village, Qing Pu

Shanghai, China 200000

We have audited the accompanying balance sheets of Emo Capital Corp. (a Nevada corporation) as of July 31, 2015, and the related statements of operations, stockholders' equity, and cash flows for the period then ended. 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 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 and the report of other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of July 31, 2015. The results of its operations and its cash flows are in conformity with U.S. generally accepted accounting principles.

We retain serious doubt that the company can continue as a going concern for the next twelve months unless additional capital can be obtained or revenues generated.

Respectfully,

/s/ David L. Hillary, Jr.

David L. Hillary, Jr., CPA, CITP

Indianapolis, Indiana

October 30, 2015

F-2

F-3

F-4

F-5

F-6

Emo Capital Corp.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

For the Year Ended July 31, 2015

Note 1: Organization and Basis of Presentation

Emo Capital Corp. (the “Company”) is a for profit corporation established under the corporation laws in the State of Nevada, United States of America on August 23, 2006.

The Company intends to commence operations in health and beauty care through utilization of the internet. The Company is a development stage company and has not yet realized any revenues from its planned or any other operations. As such, the Company is subject to all risks inherent to the establishment of a start-up business enterprise.

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. The Financial Statements and related disclosures as of July 31, 2015 and 2014 are audited pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Unless the context otherwise requires, all references to “Emo Capital Corp.,” “we,” “us,” “our” or the “company” are to Emo Capital Corp. and any subsidiaries.

The Company’s fiscal year ends July 31.

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 on that date. At the period end, monetary assets and liabilities are revalued 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 there is no use of derivative instruments to reduce potential exposure to foreign currency risk.

Note 2: Significant Accounting Policies and Recent Accounting Pronouncements

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Fair Value of Financial Instruments

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of July 31, 2014.

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accrued liabilities and notes payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

Basic and Diluted Loss Per Share

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

Note 3: Commitments and Contingencies

The Company neither owns nor leases any real or personal property, an officer has provided office services without charge. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officer and director are involved in other business activities and most likely will become involved in other business activities in the future.

Note 4: Legal Matters

The Company has no known legal issues pending.

Note 5: Debt

Loans have been made by an unrelated third party equal to the operating deficits as they are incurred. The loans are without interest or a fixed term of repayment. The loans are due on demand.

Note 6: Related Party Transactions

A series of shareholder loans were made from August 23, 2006 to October 31, 2013 totaling $13,425. A balance of $13,425 is still outstanding as of July 31, 2014, without interest or a fixed term of repayment. The loans are due on demand.

Note 7: Capital Stock

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

In May 2008, the Company issued 3,000,000 common shares at $0.01 per share to subscribers for total proceeds of $30,000.

On February 25, 2010, the Company amended its Articles of incorporation and authorized 125,000,000 shares of common stock, at $.001 par value.

On April 30, 2010, the Stockholder's of the Company authorized the Forward Stock Split of 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 from 5,000,000 to 35,000,000.

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

As of July 31, 2015 there were no outstanding stock options or warrants.

Note 8: 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 1,500 common shares with a par value $0.01 and all authorized shares have been issued to EMO Capital Corp. for total proceeds of $150. 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 period ended October 31, 2013.

Note 9: 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 assets 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.

The company has not commenced operations, has not generated any revenue, and has not made a provision for income taxes.

The Company does not have any material uncertainties with respect to its provisions for income taxes.

Note 10: Going Concern

The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern.

For the fiscal year ended July 31, 2015, the Company had an accumulated deficit of $92,415.

The Company has no significant assets or operating activity as of July 31, 2015. There are no assurances that the Company will be able to either (1) consummate a business combination transaction with a privately-owned business seeking to become a public company; (2) if successful, achieve a level of revenues adequate to generate sufficient cash flow from operations; or (3) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support the Company's current working capital requirements.  To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient to support the Company, the Company will have to raise additional working capital.  No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company.  If adequate working capital is not available, the Company may not continue its operations.

The Company's ultimate continued existence is dependent upon its ability to generate sufficient cash flows from operations or other sources to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis.

The Company’s articles of incorporation authorize the issuance of up to 125,000,000 shares of common stock.  The Company’s ability to issue preferred stock may impede a potential takeover of the Company, which takeover may be in the best interest of stockholders.  The Company’s ability to issue these authorized but unissued securities may also negatively impact the ability to raise additional capital through the sale of debt or equity securities.

The Company anticipates future sales of equity securities to facilitate either the consummation of a business combination transaction or to raise working capital to support and preserve the integrity of the corporate entity.  However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company.

It is the belief of management and significant stockholders that they will provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. There is no legal obligation for either management or significant stockholders to provide additional future funding.  Further, the Company is at the mercy of future economic trends and business operations for the Company’s majority stockholder to have the resources available to support the Company.  Should this pledge fail to provide adequate financing, the Company has not identified any alternative sources.

If no additional operating capital is received during the next twelve months, the Company will be forced to rely on existing cash on hand and upon additional funds loaned by management and/or significant stockholders to preserve the integrity of the corporate entity at this time.  In the event, the Company is unable to acquire advances from management and/or significant stockholders, the Company’s ongoing operations would be negatively impacted. While the Company is of the opinion that good faith estimates of the Company’s ability to secure additional capital in the future to reach our goals have been made, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps. However, should the controlling stockholder fail to provide financing, the Company has not identified any alternative sources. Consequently, there is substantial doubt about the Company's ability to continue as a going concern.

Note 11: Subsequent Events

The Company has evaluated events subsequent to the date these financial statements have been issued to assess the need for potential recognition or disclosure in this report. Such events were evaluated through the date these financial statements were available to be issued and determined that no subsequent events require disclosure.