Attached files
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q/A2
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2011
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from _____________________
Commission File No. 333-145884
Emo Capital Corp.
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(Name of small business issuer in its charter)
Nevada
N/A
(State of Incorporation)
N/A
(I.R.S. Employer Identification No.)
115 He Xiang Road, Bai He Village, Qing Pu, Shanghai, China, 200000
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(Address of principal executive offices)
949-419-6588
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(Registrant's telephone number, including area code)
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(Former name, address and fiscal year, if changed since last report)
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 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. (Check one):
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 Exchange Act)
Yes X No o
The number of shares outstanding of the Registrant's common stock,
par value $.001 per share, at November 15, 2011 was 35,000,000
shares.
Explanatory Note: This amendment to Form 10Q for period ended January 31,
2011 has been filed to in response to comments received from the SEC on
September 20, 2011.
Part I - FINANCIAL INFORMATION
Emo Capital Corp.
(A Development Stage Company)
Balance Sheets
January July 31,
31, 2011 2010
(Unaudited) (Audited)
Assets
Current Assets - Cash and Cash $41 $41
Equivalents
TOTAL ASSETS $41 $41
Liabilities
Current Liabilities
Accounts Payable and $5,202 $2,602
Accrued Liabilities
Shareholder Loan $12,882 $12,882
TOTAL CURRENT LIABILITIES $18,085 $15,485
Stockholders' Equity - Common Stock
Authorized: 75,000,000
common shares at $0.001 par value
Issued and outstanding: 35,000,000
common shares issued and outstanding 5,000 5,000
as of January 31, 2011 and July 31,
2010
Additional Paid-in Capital 27,000 27,000
Deficit accumulated during the $(50,044) $(47,444)
developmental stage
TOTAL STOCKHOLDERS' EQUITY $(18,044) $(15,444)
TOTAL LIABILITIES AND STOCKHOLDERS' $41 $41
EQUITY
The accompanying notes are an integral part of these financial statements.
Emo Capital Corp.
(A Developmental Stage Company)
Statement of Cash Flows
For the For the August
Six Six 23, 2006
Months Months (Inception)
Ended Ended
January January to
31, 2011 31, 2010 January
31, 2011
Cash Flow from Operating
Activities
Net loss $(2,600) $(3,119) $(50,044)
Changes in:
Prepaid Expenses - - -
Accounts Payable and Accrued $2,600 $1,500 $5,202
Liabilities
Net Cash Provided By (Used in) - $(1,619) $(44,841)
Operating Activities
Financing Activities
Share Capital Subscribed - - $32,000
Shareholder Loan - $1,600 $12,882
Net Cash Flow Provided by - $1,600 $44,882
Financing Activities
Cash increase (decrease) during - $(19) $41
the Period
Cash, Beginning of Period $41 $60 -
Cash, End of Period $41 $41 $41
The accompanying notes are an integral part of these financial
statements.
Emo Capital Corp.
(A Development Stage Company)
Statements of Operations
Three Three Six Six From
Months Months Months Months August
Ended Ended Ended Ended 23, 2006
January January January January (Inception)
31, 2011 31, 2010 31, 2011 31, 2010 to January
31, 2011
General and
Administrative
Expenses
Filing Fees - - - - $398
Professional $600 $600 $2,600 $3,100 $48,889
Fees
Management - - - - $350
Fees
Bank Charges - $19 - $19 $407
and interest
Net (loss) $(600) $(619) $(2,600) $(3,119) $(50,044)
for the
period
Net (loss) 0.00 0.00 0.00 0.00
per share -
Basic and
Diluted
Weighted 35,000,000 5,000,000 35,000,000 5,000,000
Average
Shares
Outstanding
- Basic and
Diluted
The accompanying notes are an integral part of these financial
statements
Emo Capital Corp.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
For the Six Months Ended January 31, 2011
Note 1. - NATURE AND CONTINUANCE OF OPERATIONS
The Company (EMO Capital Corp.)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 for ana e-commerce
website which acts as a 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 $50,044 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 January 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 January 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
January 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 January 31, 2011.
Advertising Expenses
The company expenses advertising costs as incurred. There was no
advertising expense incurred by the company during the period ended
January 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.
In April 2010, the Company authorized a stock split of 7:1, which
resulted in an issuance of 35,000,000.
Note 4. - RELATED PARTY TRANSACTIONS
The Company's sole officer has loaned the company $12,882, without
interest and fixed term of repayment.
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations
Caution about Forward-Looking Statements
This quarterly report contains forward-looking statements. These
statements relate to future events or our future financial
performance. In some cases, forward-looking statements can be
identified by terminology such as "may", "should", "expects",
"plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and
involve known and unknown risks, uncertainties and other factors,
which may cause our or our industry's actual results, levels of
activity, performance or achievements to be materially different
from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking
statements. Although we believe that the expectations reflected in
the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.
Except as required by applicable law, including the securities laws
of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.
Our unaudited financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States
Generally Accepted Accounting Principles. The following discussion
should be read in conjunction with our financial statements and the
related notes that appear elsewhere in this quarterly report. The
following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could
differ materially from those discussed in the forward looking
statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below
and elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified, all dollar
amounts are expressed in United States dollars. All references to
"US$" refer to United States dollars and all references to "common
shares" refer to the common shares in our capital stock.
As used in this quarterly report, the terms "we", "us", "our", "our
company" and "Emo" mean Emo Capital Corp., unless otherwise
indicated.
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
2011. We currently have not advanced beyond the business plan state
from our inception until the date of this filing. We plan to raise
initial seed financing through the sale of our common shares as
described in this offering. The initial seed financing will be put
towards designing and writing software, and paying for costs related
to registering the Company's common stock for public sale. We
anticipate that in order for us to begin commercialization of the
website, we will need to raise additional capital. We currently do
not have any specific plans to raise these funds.
Results of Operations
The Company experienced general and administration expenses of
$2,600 and $3,119 for the six month period ended January 31, 2011
and 2010 respective. The decrease in general and administration
expenses for this period are attributed to a reduction professional
fees and bank charges and interest.
For the six month period ended January 31, 2011, the company
experienced a net loss of $2,600, and has experienced a total
deficit of $50,044 since inception.
Liquidity and Capital Resources
During the six month period ended January 31, 2011 the Company
satisfied its working capital needs by using loans from the
Company's officer. As of Januray 31, 2011 the Company has cash on
hand in the amount of $41. Management does not expect that the
current level of cash n hand will be sufficient to fund our
operations 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 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 arrangements
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 3. Quantitative Disclosures About Market Risks
As a "smaller reporting company", we are not required to provide the
information required by this Item.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and
forms, and that such information is accumulated and communicated to
our management, including our president (our principal executive
officer, principal accounting officer and principal financial
officer) to allow for timely decisions regarding required
disclosure. In designing and evaluating our disclosure controls and
procedures, our management recognizes that any controls and
procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving the desired control
objectives, and our management is required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and
procedures.As of January 31, 2011, our president (our principal
executive officer, principal accounting officer and principal
financial officer) concluded that our disclosure controls and
procedures were effective at the reasonable assurance level.
As of January 31, 2011 the end of the three month period year
covered by this report, our president (our principal executive
officer, principal accounting officer and principal financial
officer) carried out an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934).Based on the foregoing, our president
(our principal executive officer, principal accounting officer and
principal financial officer) concluded that our disclosure controls
and procedures were effective in ensuring that information required to
be disclosed by us in the reports that we file or submit under the
Securities Exchange Act of 1934 is (i) recorded, processed,
summarized and reported, within the time periods specified in the rules
and forms of the Securities and Exchange Commission and (ii) accumulated
and communicated to our management, including our principal executive
officer, principal accounting officers, and principal financial officer
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure as of the end of the period
covered by this quarterly report.
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting, as this term is defined in
Exchange Act Rule 13a-15(f). Our internal control over financial
reporting process is designed 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. Our internal control over financial
reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the
Company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that
receipts and expenditures of the Company are being made only in
accordance with authorizations of management and directors of the
Company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of
the Company's assets that could have a material effect on the financial
statements. Because of its inherent limitations, internal control over
financial reporting may not prevent or detect 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.
Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer,
we conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission
in Internal Control-Integrated Framework. Based on our assessment
using that criteria, our management concluded that, as of January
31, 2011, the Company's internal control over financial reporting
was effective.
Our internal control over financial reporting as of February 22,
2011, has been audited by Kenne Ruan, CPA, P.C., an independent
registered public accounting firm, as stated in their report
which is included herein.
Based on this evaluation, management concluded that EMO Capital
Corp. internal control over financial reporting was effective
as of January 31, 2011.
There have been no changes in our internal controls over financial
reporting that occurred during the period ended January 31, 2011
that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.
PART II: OTHER INFORMATION
Items 1. Legal Proceedings
We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any
material proceeding or pending litigation. There are no proceedings
in which any of our directors, officers or affiliates, or any
registered or beneficial shareholder, is an adverse party or has a
material interest adverse to our interest.
Item 1A. Risk Factors
Much of the information included in this quarterly report includes
or is based upon estimates, projections or other "forward looking
statements". Such forward looking statements include any projections
or estimates made by us and our management in connection with our
business operations. While these forward-looking statements, and any
assumptions upon which they are based, are made in good faith and
reflect our current judgment regarding the direction of our
business, actual results will almost always vary, sometimes
materially, from any estimates, predictions, projections,
assumptions or other future performance suggested herein.
Such estimates, projections or other "forward looking statements"
involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have
affected and, in the future, could materially affect actual results
and cause actual results to differ materially from the results
expressed in any such estimates, projections or other "forward
looking statements".
Our common shares are considered speculative during the development
of our new business operations. Prospective investors should
consider carefully the risk factors set out below.
RISKS RELATED TO OUR BUSINESS
Our auditors have issued a going concern opinion. This means we may
not be able to achieve our objectives and may have to suspend or
cease operations.
Our auditors have issued a going concern opinion as at October 30,
2010. This means that 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 will lose your investment.
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.
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.
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.
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 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.
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 a established customer
base. We will attempt to compete against these groups by offering a
much higher quality product compared to 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 will have an adverse effect on our
business operations and financial condition.
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.
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.
RISKS RELATED TO OUR COMMON STOCK
Trading in our common shares on the OTC Bulletin Board is limited
and sporadic making it difficult for our shareholders to sell their
shares or liquidate their investments.
Our common shares are currently listed for public trading on the OTC
Bulletin Board. The trading price of our common shares has been
subject to wide fluctuations. Trading prices of our common shares
may fluctuate in response to a number of factors, many of which will
be beyond our control. The stock market has generally experienced
extreme price and volume fluctuations that have often been unrelated
or disproportionate to the operating performance of companies with
no current business operation. There can be no assurance that
trading prices and price earnings ratios previously experienced by
our common shares will be matched or maintained. These broad market
and industry factors may adversely affect the market price of our
common shares, regardless of our operating performance.
In the past, following periods of volatility in the market price of
a company's securities, securities class-action litigation has often
been instituted. Such litigation, if instituted, could result in
substantial costs for us and a diversion of management's attention
and resources.
Our stock is a penny stock. Trading of our stock may be restricted
by the SEC's penny stock regulations which may limit a stockholder's
ability to buy and sell our stock.
Our stock is a penny stock. The Securities and Exchange Commission
has adopted Rule 15g-9 which generally defines "penny stock" to be
any equity security that has a market price (as defined) less than
$5.00 per share or an exercise price of less than $5.00 per share,
subject to certain exceptions. Our securities are covered by the
penny stock rules, which impose additional sales practice
requirements on broker-dealers who sell to persons other than
established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets
in excess of $5,000,000 or individuals with a net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a
form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market.
The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly
account statements showing the market value of each penny stock held
in the customer's account. The bid and offer quotations, and the
broker-dealer and salesperson compensation information, must be
given to the customer orally or in writing prior to effecting the
transaction and must be given to the customer in writing before or
with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise
exempt from these rules; the broker-dealer must make a special
written determination that the penny stock is a suitable investment
for the purchaser and receive the purchaser's written agreement to
the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market
for the stock that is subject to these penny stock rules.
Consequently, these penny stock rules may affect the ability of
broker-dealers to trade our securities. We believe that the penny
stock rules discourage investor interest in and limit the
marketability of our common stock.
The Financial Industry Regulatory Authority, or FINRA, has adopted
sales practice requirements which may also limit a stockholder's
ability to buy and sell our stock.
In addition to the "penny stock" rules described above, FINRA has
adopted rules that require that in recommending an investment to a
customer, a broker-dealer must have reasonable grounds for believing
that the investment is suitable for that customer. Prior to
recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable
efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under
interpretations of these rules, FINRA believes that there is a high
probability that speculative low priced securities will not be
suitable for at least some customers. FINRA requirements make it
more difficult for broker-dealers to recommend that their customers
buy our common stock, which may limit your ability to buy and sell
our stock and have an adverse effect on the market for our shares.
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3 Defaults Upon Senior Securities
None
Item 4 Submission of Matters to a Vote of Security Holders
None
Item 5 Other Information
None
Item 6: Exhibits
(a) The following exhibit is filed as part of this report:
31.1 Certification of Principal Executive Officer and
Principal Financial Officer filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of Principal 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
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized November 15,
2011.
Novmeber 15, 2011
/s/ Juanming Fang__________________
Mr. Juanming Fang, President
Chief Executive Officer
Principal Executive Officer
Principal Financial Officer
