10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10 - K/A

(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, 2011

[ ] 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 April 11, 2012 was $30,000.

Number of shares of each class of Emo Capital's capital stock outstanding as of April 11, 2012 was 35,000,000 shares of common stock

Explanatory Note: This amendment on Form 10-Q for the period ended July 31, 2011 has been filed in response to comments received from the SEC on February 23, 2012.

1 EMO CAPITAL CORP. FORM 10-K For the Fiscal Year ended July 31, 2011

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 intends to create and develop a new social networking website which will be an online utility that connects youths in the age groups between 12-18 who study, and work together. The website will be targeted to the Chinese speaking market and will initially be advertised to users in China, Taiwan, and Hong Kong. We expect that we will have a working, beta stage software by the end of June 2012. We currently have not advanced beyond the business plan state from our inception until the date of this filing. We plan to raise initial seed financing through the sale of our common shares. The initial seed financing will be put towards designing and writing software, and paying for costs related to registering the Company's common stock for public sale. We anticipate that in order for us to begin commercialization of the website, we will need to raise additional capital. We currently do not have any specific plans to raise these funds.

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.

Emo intends to create and develop a new social networking website which will be an online utility that connects youths in the age groups between 12-18 who study, and work together. The website will be targeted to the Chinese speaking market and will initially be advertised to users in China, Taiwan, and Hong Kong.

The site will be free to users and is expected generate revenue from advertising including banner ads and sponsored groups. Users may be able to create profiles that may be able to contain photos and lists of personal interests, exchange private or public messages, and join groups of friends. The viewing of detailed profile data will be restricted to users from the same network or confirmed friends. Users will also have access to an instant messaging system, which will be available on each user's profile page that will allow friends to post messages for the user to see. One user's wall will be visible to anyone with the ability to see their full profile, and different users' wall posts in an individual's News Feed. Many users use their friend's walls for leaving short, temporal notes. More private discourse may be saved as Messages, which could be sent to a person's Inbox, to be visible only by the recipient(s), much like email. Users have the privilege of forming groups. Groups allow users of common interest to come together to a forum of discussion. Through a keyword search members can find online forums and share their thoughts. A group features its own wall, a discussion board, video, and its own image archive.

Initially, our website may support both English and Chinese languages. The initial market we plan to introduce our software to is the Chinese speaking market. The Company chose the Chinese market due to the president's familiarity with this market and also due to lower labor costs in software development. We plan to complete the beta phase of the user interface by June 2012.

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

EMPLOYEES

We currently do not have any employees.

SUBSIDIARIES

We do not have any subsidiaries

BANKRUPTCY, RECEIVERSHIP, OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership, or similar proceedings

PATENTS AND TRADEMARKS

We do not have any patents or trademarks

LEGAL PROCEEDINGS

We are not a party to any material legal proceeding, nor 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, 2011. 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 ALL OF OUR ASSETS AND OUR OFFICER AND DIRECTOR IS LOCATED OUTSIDE THE UNITED STATES OF AMERICA, IT MAY BE DIFFICULT FOR AN INVESTOR TO ENFORCE WITHIN THE UNITED STATES ANY JUDGMENTS OBTAINED AGAINST US OR OUR OFFICER AND DIRECTOR. All of our assets are located outside of the United States and we do not currently maintain a permanent place of business within the United States. In addition, our director and officer is a national and/or resident of a country other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for an investor to effect service of process or enforce within the United States any judgments obtained against us or our officer or director, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. In addition, there is uncertainty as to whether the courts of China and other jurisdictions would recognize or enforce judgments of United States courts obtained against us or our director and officer predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or be competent to hear original actions brought in China or other jurisdictions against us or our director and officer predicated upon the securities laws of the United States or any state thereof.

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

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 ALL OF OUR ASSETS AND OUR SOLE OFFICER AND DIRECTOR IS LOCATED OUTSIDE THE UNITED STATES OF AMERICA, IT MAY BE DIFFICULT FOR AN INVESTOR TO ENFORCE WITHIN THE UNITED STATES ANY JUDGMENTS OBTAINED AGAINST US OR OUR OFFICER AND DIRECTOR. ALL OF OUR ASSETS ARE LOCATED OUTSIDE OF THE UNITED STATES. In addition, our director and officer is a national and/or resident of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for an investor to effect service of process or enforce within the United States any judgments obtained against us or our officer or director, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. In addition, there is uncertainty as to whether the courts of China or 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 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 director, although no such arrangement has been made. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our director to meet our initial capital requirement needs. If we are unable to raise the required financing, we will be unable to proceed with our business plan and you may lose your entire investment.

9. BECAUSE OUR ARTICLES OF INCORPORATION AUTHORIZE THE ISSUANCE OF 75,000,000 SHARES OF COMMON STOCK, AN INVESTOR FACES THE RISK OF HAVING THEIR PERCENTAGE OWNERSHIP DILUTED IN THE FUTURE. WE ANTICIPATE THAT ANY ADDITIONAL FUNDING WILL BE IN THE FORM OF EQUITY FINANCING FROM THE SALE OF OUR COMMON STOCK. In the future, if we do sell more common stock, your investment could be subject to dilution. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. These shares may also be issued without security holder approval and, if issued, may be granted voting powers, rights, and preferences that differ from and may be superior to those of the registered shares.

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 District, Shanghai 200000. Our telephone 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, 2011, 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, 2011.

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 "EMOE". Our common stock has been listed on the OTC Bulletin Board since September 2008. There is currently no active trading in our common stock and there has been no active trading since our common stock has been listed on the OTC Bulletin Board.

As of July 31, 2011, there were approximately 31 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

	As of	As of
	July 31, 2011	July 31, 2010
Balance Sheet
Total Liabilities	$19,244	$15,485
Stockholders Equity (Deficit)	$(19,244)	$(15,485)
	For the	For the
	Year ended	Year Ended
	July 31, 2011	July 31, 2010
Income Statement
Revenues	$ -	$ -
Total Expenses	$3,800	$3,719
Net Loss	($3,800)	($3,719)

-------------------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 intends to create and develop a new social networking website which will be an online utility that connects youths in the age groups between 12-18 who study, and work together. The website will be targeted to the Chinese speaking market and will initially be advertised to users in China, Taiwan, and Hong Kong. We expect that we will have a working, beta stage software by the end of June 2012. We currently have not advanced beyond the business plan state from our inception until the date of this filing. We plan to raise initial seed financing through the sale of our common shares. The initial seed financing will be put towards designing and writing software, and paying for costs related to registering the Company's common stock for public sale. We anticipate that in order for us to begin commercialization of the website, we will need to raise additional capital. We currently do not have any specific plans to raise these funds.

RESULTS OF OPERATIONS

REVENUES

There were no revenues generated for the fiscal period ended July 31, 2011 and no revenues have been earned by the Company since its inception.

GENERAL & ADMINISTRATIVE EXPENSES

General and administrative expenses totaled $3,800 for the fiscal year ended July 31, 2011. This is compared to general and administrative expenses totaling $3,719 for the fiscal year ended July 31, 2010. 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 $3,800 for the fiscal year ended July 31, 2011 compared to a net loss of $3,719 for the fiscal year ended July 31, 2010.

LIQUIDITY AND CAPITAL RESOURCES

As of July 31, 2011, 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, 2011 and July 31, 2010. There have been no changes in or disagreements with either 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, 2011.

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, 2011 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:

Name	Age	Position Held
Juanming Fang	30	President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Treasurer, Secretary, and Director

Each director serves until our next annual meeting of the stockholders or unless they resign earlier. The Board of Directors elects officers and their terms of office are at the discretion of the Board of Directors.

BACKGROUND OF OFFICERS AND DIRECTORS

Juanming Fang has been our president, principal executive officer, principal financial officer, principal accounting officer, treasurer and a director since our inception on August 23, 2006. In 2001, Mr. Fang graduated from Shanghai University in Shanghai, China with a bachelor's degree in software engineering. From 2001 to the present date, Mr. Fang has been self employed as a freelance web design contractor in Shanghai.

AUDIT COMMITTEE FINANCIAL EXPERT

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we are only beginning our commercial operations, at the present time, we believe the services of a financial expert are not warranted.

CONFLICTS OF INTEREST

The only conflict that we foresee is that our officers and directors devote time to projects that do not involve us.

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, 2011, 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.

Summary Compensation Table
						Long Term Compensation
	Annual Compensation					Awards		Payouts
(a)	(b)	(c)		(d)	(e)	(f)	(g)	(h)	(i)
Name and Principal Position (1)	Year	Salary($)	Bonus ($)		Other Annual Compensation ($)	Restricted Stock Award(s) ($)	Securities Underlying Options/SARSs (#)	LTIP Payouts ($)	All Other Compensation ($)
Juanming Fang	2011	0		0	0	0	0	0	0
President, Treasurer, Secretary, and Director	2010	0		0	0	0	0	0	0
	2009	0		0	0	0	0	0	0
	2008	0		0	0	0	0	0	0
	2007	0		0	0	0	0	0	0
	2006	0		0	0	0	0	0	0

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

OPTION/SAR GRANTS

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

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 2,000,000 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, 882.00: Shareholder Loans were made on: 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 2,000,000 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 $12,882, 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 January 31, 2012 is $12,841.

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:

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

2010 -$2,800 Kenne Ruan, CPA, P.C

2009 -$4,300 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:

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

2010 - $0 Kenne Ruan, CPA, P.C.

2009 - $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:

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

2010 - $0 Kenne Ruan, CPA, P.C.

2009 - $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:

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

2010 - $0 Kenne Ruan, CPA, P.C.

2009 - $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 11th day of April, 2012.

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	April 11, 2012
Juanming Fang

INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm Balance Sheets for the fiscal year ended July 31, 2011 and period ended July 31, 2010 F-2

Statements of Operations for the fiscal year ended July 31, 2011 and period ended July 31, 2010 F-3

Statements of Cash Flows for the fiscal year ended July 31, 2011 and period ended July 31, 2010 F-4

Statements of Shareholder's Equity (Deficit) F-5 Notes to Financial Statements F-6 F-1

Report of Independent Registered Public Accounting Firm

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 balance sheets of Emo Capital Corp.(A development stage company) as of July 31, 2011 and 2010, and the related 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, 2011. 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. 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 financial statements referred to above present fairly, in all material respects, the financial position of Emo Capital Corp. as of July 31, 2011 and 2010, 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, 2011 in conformity with accounting principles generally accepted in the United States of America.

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

/s/Kenne Ruan, CPA, P.C.

Woodbridge, Connecticut

October 30, 2011

F-2

Emo Capital Corp.
(A Development Stage Company)
Balance Sheets
		July 31, 2011	July 31, 2010
	ASSETS
Current Assets
Cash and cash equivalents		$                       -	$                    41
TOTAL CURRENT ASSETS		-	41
TOTAL ASSETS		$                       -	$                    41
	LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities		$               6,402	$               2,602
Shareholder loan		12,841	12,882
TOTAL CURRENT LIABILITIES		19,244	15,485
Stockholders' Equity (Deficit)
Common stock
Authorized: $0.001 par value, 75,000,000 shares authorized
Issued and Outstanding:
5,000,000 common shares as of July 31, 2011 and July 31, 2010		5,000	5,000
Additional paid in capital		27,000	27,000
Deficit accumulated during the development stage		(51,244)	(47,444)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(19,244)	(15,444)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$                      0	$                    41
The accompanying notes are an integral part of these financial statements

F-3

Emo Capital Corp.
(A Development Stage Company)
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
	2011	2010	2011	2010	July 31, 2011
General and Administrative Expenses
Professional Fees	$                      600	$                                -	$                         3,800	$                         3,700	$                               50,089
Management Fees	-	-	-	-	350
Filing Fee	-	-	-	-	398
Bank charges and interest	-	-	-	19	407
	600	-	3,800	3,719	51,244
Net loss	$                    (600)	$                                -	$                       (3,800)	$                       (3,719)	$                             (51,244)
Basic and diluted net loss per common share	(0.00)	(0.00)	(0.00)	(0.00)
Weighted average common shares
outstanding - basic and diluted	5,000,000	5,000,000	5,000,000	5,000,000
The accompanying notes are an integral part of these financial statements

F-4

Emo Capital Corp.
(A Development Stage Company)
Statement of Cash Flows
	For the Year ended		From August 23, 2006
	July 31,	July 31,	(Inception) to
	2011	2010	July 31, 2011
Cash Flows from Operating Activities
Net loss	$                 (3,800)	$                      (3,719)	$                                (51,244)
Changes in:
Accounts payable and accrued liabilities	3,800	2,100	6,402
Net cash provided by (used in) operating activities	-	(1,619)	(44,841)
Financing Activities
Shareholder loan	(41)	1,600	12,841
Share Capital Subscribed	-	-	32,000
Net cash provided by financing activities	(41)	1,600	44,841
Net increase (decrease) change in cash	(41)	(19)	0
Cash and cash equivalents balance, beginning of period	41	60	-
Cash and cash equivalents balance, end of period	$                           -	$                             41	$                                           0
The accompanying notes are an integral part of these financial statements

Emo Ventures Corp.
(A Development Stage Company)
From August 23, 2006 (Inception Date) to July 31, 2011
Statement of Stockholders' Equity
(Expressed in U.S. Dollars)
							Deficit
							Accumulated
					Additional		During the		Total
	Common Stock				Paid-in		Development		Stockholders'
	Shares		Amount		Capital		Stage		Equity
Common Stock issued for cash
-at $0.001 per share, July 15, 2007	2,000,000		2,000		-				2,000
Net Loss, for the period from
August 23, 2006 to July 31, 2007							(1,900)		(1,900)
Balance, as at July 31, 2007	2,000,000	$	2,000	$	-	$	(1,900)	$	100
Common Stock issued for cash
-at $0.001 per share, May 20, 2008	3,000,000		3,000		27,000				3,000
Comprehensive income (loss)
- Net Loss for the period ended July 31, 2008							(28,049)		(28,049)
Balance, as at July 31, 2008	5,000,000	$	5,000	$	27,000	$	(29,949)	$	2,051
Comprehensive income (loss)
- Net Loss for the period ended July 31, 2009							(13,776)		(13,776)
Balance, as at July 31, 2009	5,000,000		5,000		27,000		(43,725)		(11,725)
Comprehensive income (loss)
- Net Loss for the period ended July 31, 2010							(3,719)		(3,719)
									-
Balance, as at July 31, 2010	5,000,000		5,000		27,000		(47,444)		(15,444)
Comprehensive income (loss)
- Net Loss for the period ended July 31, 2011							(3,800)		(3,800)
Balance, as at July 31, 2011	5,000,000		5,000		27,000		(51,244)		(19,244)
The accompanying notes are an integral part of the financial statements

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.

F-5

Emo Capital Corp.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

For the Year Ended July 31, 2011

Note 1.    -      NATURE AND CONTINUANCE OF OPERATIONS

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

These financial statements have been prepared on a going concern basis. The Company has accumulated a deficit of $51,244 since inception and has not yet to achieve profitable operations and further losses are anticipated in the development of its business, raising substantial doubt about the Company's ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management plans to continue to provide for its working capital needs by seeking loans from its shareholder. These financial statements do not include any adjustments to the recoverability and classification of assets, or the amount and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.

The company's year-end is July 31.

Note 2.    -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

Cash and Cash Equivalents

Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased. As at July 31, 2011, there were no cash equivalents.

Development Stage Company

The Company complies with the FASB Accounting Standards Codification (ASC) Topic 915 Development Stage Entities and the Securities and Exchange Commission Exchange Act 7 for its characterization of the Company as development stage.

Impairment of Long Lived Assets

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

Foreign Currency Translation

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

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

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

Financial Instruments

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

Income Taxes

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

Basic and Diluted Net Loss Per Share

In accordance with FASB Topic 260 , "Earnings Per Share', the basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average     number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As at July 31, 2011, 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, 2011.

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 April 30, 2011.

Advertising Expenses

The company expenses advertising costs as incurred. There was no advertising expense incurred by the company during the period ended July 31, 2011.      

New Accounting Standards

Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted could have a material effect on the accompanying financial statements.

Note 3.    -      CAPITAL STOCK

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

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

Note 4.    -      RELATED PARTY TRANSACTIONS

A series of shareholder loans were made between August 23, 2006 to October 31, 2011 totalling $12,882. A balance of $12,841 is still outstanding as of April 11, 2012, without interest and fixed term of repayment.

EX-31

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY
ACT OF 2002

I, Juanming Fang, certify that:

1. I have reviewed this annual report on Form 10-K/A of
Emo Capital Corp.;

2. Based on my knowledge, this report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in
light of the circumstances under which such statements were
made, not misleading with respect to the period covered by
this report;

3. Based on my knowledge, the financial statements, and
other financial information included in this report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this report is being
prepared;

b. Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and

d. Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and

5. The registrant's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors
and the Audit Committee of the registrant's Board of Directors
(or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting, which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and

b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.

Date: April 11, 2012

By: /s/ Juanming Fang
     Juanming Fang
      Chief Executive Officer
      Director
      Principal Financial Officer
      Principal Accounting Officer

EX-32

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Juanming Fang, the Chief Executive Officer,
Director, Principal Financial Officer and Principal Accounting
Officer of Emo Capital Corp. (the "Company") hereby certifies,
 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to his
or her knowledge, the Annual Report on Form 10-K/A for the
year ended July 31st, 2011, fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended, and that the information contained in the
Annual Report on Form 10-K, as amended, fairly presents in
all material respects the financial condition and results of
operations of the Company.

Date: April 11, 2012

/s/ _Juanming Fang__
Juanming Fang
Chief Executive Officer
Director
Principal Accounting Officer
Principal Financial Officer

EX-10

Exhibit 10

Material Terms of Shareholder Loan

A series of shareholder loans were made between August 23, 2006 to October 31, 2009 totalling $12,882.

This balance of $12,841 is still outstanding as of April 11, 2012, without interest and fixed term of repayment.

XML

CAPITAL STOCK

12 Months Ended

Jul. 31, 2011

Notes to Financial Statements

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.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Jul. 31, 2011

Notes to Financial Statements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

Cash and Cash Equivalents

Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased. As at July 31, 2011, there were no cash equivalents.

Development Stage Company

The Company complies with the FASB Accounting Standards Codification (ASC) Topic 915 Development Stage Entities and the Securities and Exchange Commission Exchange Act 7 for its characterization of the Company as development stage.

Impairment of Long Lived Assets

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

Foreign Currency Translation

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

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

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

Financial Instruments

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

Income Taxes

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

Basic and Diluted Net Loss Per Share

In accordance with FASB Topic 260 , "Earnings Per Share', the basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average     number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As at July 31, 2011, 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, 2011.

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 April 30, 2011.

Advertising Expenses

The company expenses advertising costs as incurred. There was no advertising expense incurred by the company during the period ended July 31, 2011.      

New Accounting Standards

Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted could have a material effect on the accompanying financial statements.

XML

Balance Sheets (USD $)	Jul. 31, 2011	Jul. 31, 2010
Current Assets
Cash and cash equivalents	$ 0	$ 41
TOTAL CURRENT ASSETS	0	41
TOTAL ASSETS	0	41
Current Liabilities
Accounts payable and accrued liabilities	6,402	2,602
Shareholder loan	12,841	12,882
TOTAL CURRENT LIABILITIES	19,244	15,485
Issued and Outstanding: 5,000,000 common shares as of July 31, 2011 and July 31, 2010	5,000	5,000
Additional paid in capital	27,000	27,000
Deficit accumulated during the development stage	(51,244)	(47,444)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	(19,244)	(15,444)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 0	$ 41

XML

Shareholders Equity (USD $)	11 Months Ended	12 Months Ended				59 Months Ended
	Jul. 31, 2007	Jul. 31, 2011	Jul. 31, 2010	Jul. 31, 2009	Jul. 31, 2008	Jul. 31, 2011
Beginning Balance, Amount	$ 2,000	$ (15,444)	$ (11,725)	$ 2,051	$ 100	$ 2,000
Beginning Balance, Shares	0	0	0	0	0	0
Net Loss	(1,900)	(3,800)	(3,719)	(13,776)	(28,049)	(51,244)
Common Stock
Beginning Balance, Amount	2,000	5,000	5,000	5,000	5,000	2,000
Beginning Balance, Shares	2,000,000	5,000,000	5,000,000	5,000,000	5,000,000	2,000,000
Net Loss	0	0	0	0	0
Additional Paid-In Capital
Beginning Balance, Amount	0	0	0	0	0	0
Beginning Balance, Shares	0	0	0	0	0	0
Net Loss	0	0	0	0	0
Retained Earnings / Accumulated Deficit
Beginning Balance, Amount	0	(47,444)	(43,725)	(28,949)	(1,900)	0
Beginning Balance, Shares	0	0	0	0	0	0
Net Loss	$ (1,900)	$ 0	$ (3,719)	$ (13,776)	$ (28,049)

XML

NATURE AND CONTINUANCE OF OPERATIONS

12 Months Ended

Jul. 31, 2011

Notes to Financial Statements

NATURE AND CONTINUANCE OF OPERATIONS

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

These financial statements have been prepared on a going concern basis. The Company has accumulated a deficit of $51,244 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.

XML

Balance Sheets (Parenthetical) (USD $)	Jul. 31, 2011	Jul. 31, 2010
Statement of Financial Position [Abstract]
Common Stock Par value	$ 0.001	$ 0.001
Common Stock authorized	75,000,000	75,000,000
Common Stock Issued and Outstanding.	5,000	5,000

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Document and Entity Information (USD $)	12 Months Ended
	Jul. 31, 2011	Nov. 01, 2011
Document And Entity Information
Entity Registrant Name	Emo Capital Corp.
Entity Central Index Key	0001410708
Document Type	10-K
Document Period End Date	Jul. 31, 2011
Amendment Flag	false
Current Fiscal Year End Date	--07-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float		$ 21,525,000
Entity Common Stock, Shares Outstanding		35,000,000
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2011

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Statements of Operations (USD $)	3 Months Ended		12 Months Ended		59 Months Ended
	Jul. 31, 2011	Jul. 31, 2010	Jul. 31, 2011	Jul. 31, 2010	Jul. 31, 2011
General and Administrative Expenses
Professional Fees	$ 600	$ 0	$ 3,800	$ 3,700	$ 50,089
Management Fees	0	0	0	0	350
Filing Fee	0	0	0	0	398
Bank charges and interest	0	0	0	19	407
Operating Loss	600	0	3,800	3,719	51,244
Net loss	$ 600	$ 0	$ 3,800	$ 3,719	$ 51,244
Basic and diluted net loss per common share	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted average common shares
outstanding - basic and diluted	5,000,000	5,000,000	5,000,000	5,000,000

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Statements of Cash Flows (USD $)	12 Months Ended		59 Months Ended
	Jul. 31, 2011	Jul. 31, 2010	Jul. 31, 2011
Cash Flows from Operating Activities
Net loss	$ 3,800	$ 3,719	$ 51,244
Changes in non-working capital items:
Accounts payable and accrued liabilities	3,800	2,100	6,402
Net cash provided by (used in) operating activities	0	1,619	44,841
Financing Activities
Shareholder loan	(41)	(1,600)	(12,841)
Share Capital Subscribed	0	0	32,000
Net cash provided by financing activities	41	1,600	44,841
Net increase (decrease) change in cash	(41)	(19)	0
Cash and cash equivalents balance, beginning of period	41	60	0
Cash and cash equivalents balance, end of period	$ 0	$ 41	$ 0

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RELATED PARTY TRANSACTIONS

12 Months Ended

Jul. 31, 2011

Notes to Financial Statements

RELATED PARTY TRANSACTIONS

 A series of shareholder loans were made between August 23, 2006 to October 31, 2011 totalling $12,882. A balance of $12,841 is still outstanding as of April 11, 2012, without interest and fixed term of repayment.

CORRESP

EMO Capital Corporation
115 He Xiang Road Bai He Village, Qing Pu
Shanghai, China 200000
T: 949-419-6588  F: 949-272-0088




United States	                                   11 April 2012
Securities and Exchange Commission
Washington, D.C.  20549

Attn: Patrick Gilmore
	Accounting Branch Chief


RE:  Emo Capital Corporation  FILE NO.  000-54291
	Form 10-K for the Fiscal Year Ended July 31, 2011
	Filed November 15, 2011
	Form 10-K/A for Fiscal Year Ended July 31, 2010
	Filed November 15, 2011
	Form 10-Q/A for the Fiscal quarter Ended April 30, 2011
	Filed November 15, 2011
	Form 10-Q/A for the Fiscal Quarter Ended January 31, 2011
	Filed November 15, 2011
	Form 10-Q/A for the Fiscal Quarter Ended October 31, 2011
	Filed December 15, 2011



Dear Sir,

This cover letter is in response to the comments sent via letter
dated 23 February 2012 from the United States Securities and
Exchange Commission. Below, please find responses to the issues
raised in the comment letter.

General

1. Controls and procedures have been revised and we have concluded that our
disclosure controls and procedures are still effective as of July 31, 2011
based on several factors which have been included at the end of this
reply letter.

2. There have been no changes and we have filed an amended 10-K to reflect
that.

3. The management's conclusion regarding effectiveness of our internal
control over financial reporting has now been revised. The framework used to
evaluate effectiveness is included at the end of this reply letter.

4. We have updated the disclosure on the loan to include the amount
oustanding as of the latest practical date and included an exhibit.

5. We have updated Mr. Fang's capacity as Principal Financial Officer and
Chief Accounting Officer.

6.Change in Internal Control has been revised for Form 10K/A for the fiscal
period ended July 31, 2010.

7. We have deleted the statement advising that our internal control over
financial reporting were audited by Kenne Ruan, CPA, PC. and have modified
our disclosure accordingly.

8. The second paragraph has been deleted.

9. The third, fourth, fifth and sixth paragraphs of this section have been
deleted.

10. The conclusions from our principal executive officer and principal
financial officer regarding the effectiveness of our disclosure control and
procedures has been included.

11.The conclusions from our principal executive officer and principal
financial officer regarding the effectiveness of our disclosure control and
procedures has been included.

The effectiveness has been based on these factors:


1.  Mr. Juan Ming Fang ensures the corporate environment is ethical by
adhering to ethical corporate behavior.
2.  Mr. Fang reviews the company's internal controls on a regular basis and
any relevant information is regularly communicated to the book keeper,
administrators, lawyer and auditor.
3.  Mr. Fang during each quarterly and year end filing of financial
statements, reviews and answers a checklist of internal control procedures
and questions to the company's independent auditor.
4.  Mr. Fang regularly provides written statements to the independent
auditor that there is compliance within the internal controls of the company.
5.  Mr. Fang has regular communication with the administrators of the
financial statement preparation and filing to ensure that the financial
reporting is appropriate, relevant and reliable to the board, investors
and external users.
6.  Mr. Fang is continually supportive of any changes suggested by the
external auditor that would improve the company's internal control.
7.  Any risks identified are analyzed by Mr. Fang and acts to mitigate
them as well.
8.  Any risk assessment and control activity information that is either
internal or external and identified by Mr. Fang, the bookkeeper, the
administrators, the lawyer and or auditor are identified on a timely
basis, compiled and communicated to thos positioned to act.



Yours Truly,



___________________
Juanming Fang
EMO Capital Corporation







EMO Capital Corporation
115 He Xiang Road Bai He Village, Qing Pu
Shanghai, China 200000
T: 949-419-6588  F: 9494-272-0088




United States				11 April 2012
Securities and Exchange Commission
Washington, D.C.  20549




RE:  Emo Capital Corporation  FILE NO.  000-54291




The company (Emo Capital Corporation) is responsible for the
adequacy of the disclosure in the filing.

Staff comments or changes to the disclosure in response to
SEC staff comments do not foreclose the Commission from
taking any action with respect to the filing.

The company may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.





___________________
Juanming Fang
EMO Capital Corporation