United States securities and exchange commission logo
July 12, 2023
J. Adam Guo
Chief Executive Officer
Emo Capital, Corp.
10409 Pacific Palisades Ave.
Las Vegas, Nevada 89144
Re: Emo Capital, Corp.
Offering Statement
on Form 1-A
Filed June 15, 2023
File No. 024-12282
Dear J. Adam Guo:
We have reviewed your offering statement and have the following
comments. In some
of our comments, we may ask you to provide us with information so we may
better understand
your disclosure.
Please respond to this letter by amending your offering statement
and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response. After reviewing any amendment to your offering statement and
the information you
provide in response to these comments, we may have additional comments.
Form 1-A filed June 15, 2023
Cover Page
1. Please revise to
include the full mailing address of the issuer's principal executive offices,
telephone number,
website address (if applicable), and the date of the offering circular as
required by Items 1(b)
and 1(c) of Part II of Form 1-A.
2. Please revise to
include a cross-reference to the section where the disclosure required by
Item 14 of Part II of
this Form 1-A has been provided. Refer to Item 1(d) of Part II of
Form 1-A.
Summary, page 2
3. We note your statement
on pages 2 and 37 that the company is "dedicated to organic
fertilizer and relevant
agriculture services" and that company management has recently
decided to "expand" the
business to the cannabis nursery sector and that the company's
J. Adam Guo
FirstName LastNameJ. Adam Guo
Emo Capital, Corp.
Comapany
July NameEmo Capital, Corp.
12, 2023
July 12,
Page 2 2023 Page 2
FirstName LastName
principal product will be cannabis seedlings. Please revise to clarify
whether you will
continue to engage in the organic fertilizer business and other
relevant agriculture
services.
4. We note your disclosure on page 2 and throughout the offering circular
that you will offer
a diverse selection of "high-quality" strains of cannabis seedlings.
In light of the
regulatory status of the cannabis products you are currently pursuing,
please revise your
disclosure to provide the basis for this statement and clarify what
constitutes "high-
quality" strains for your product as compared to your competitors or
remove such
references. Please also revise to clarify the meaning of "cannabis
seedlings" and such
strains of seedlings the first time they are used in order to ensure
that lay readers will
understand the disclosure.
Use of Proceeds, page 22
5. We note your disclosure that the company intends to use the net
proceeds from the
offering for the payment of debt coverage. Please expand your
disclosure of the debt
coverage, where appropriate, and clarify whether the company has
entered into any loan
agreements, and if so, please include a summary of the material terms
of such agreements.
If material, please also file any such agreement as an exhibit, or in
the alternative, please
tell us why you believe that you are not required to file such
agreements.
Management Discussion and Analysis of Financial Condition and Results of
Operations, page 30
6. We note your disclosure that you expect the cost of revenue for your
operations to be
associated with the acquisition of and partnerships with industry
participants. We also
refer to your disclosure on page 6 that you expect continued net
operating losses to
increase "until [you] can consummate a business transaction with a
profitable target."
Please expand your disclosure here and elsewhere in the offering
circular, where
appropriate, to clarify the types of industry participants and provide
the current status of
any discussions or negotiations regarding any acquisition targets
and/or partnerships.
Please clarify whether you intend to use the net proceeds of this
offering to acquire any
target and/or enter into partnerships with industry participants, and
if so, please revise
your Use of Proceeds section accordingly.
7. We refer to your disclosure on page 30 that you may engage in cannabis
strain research
and technology development in the future. Please expand your
disclosure here and in the
Business section to discuss any research and development you have
completed to date for
your anticipated cannabis products.
Principal Products, Services, and Their Markets, page 37
8. Please expand your disclosure here and elsewhere in the offering
circular to provide a
fulsome explanation of your cannabis seedling product, including, but
not limited to, the
process from start to finish of how a seedling is created, cultivated,
a description of the
final product, the labor, climate, and the type of machinery and
facilities needed to
J. Adam Guo
FirstName LastNameJ. Adam Guo
Emo Capital, Corp.
Comapany
July NameEmo Capital, Corp.
12, 2023
July 12,
Page 3 2023 Page 3
FirstName LastName
manufacture your product. We also note that all of the company's
cannabis products are
grown, manufactured and sold in California, where the company is
based. Please also
expand your disclosure relating to your targeted markets, including
the jurisdictions and
the types of customers.
Milestones and Budget, page 37
9. We note your disclosure of the company's plan of operation and
milestones for the
remainder of the fiscal year. Please revise to provide details of your
milestones and the
anticipated time frame for beginning and completing each milestone.
Please explain how
the company intends to meet each of the milestones if it cannot
receive funding.
Competition for the Company's current operations, page 38
10. Please expand your disclosure to discuss your plans for a free-to-test
membership and
seedling supplying partnership in greater detail. Please also revise
to identify any existing
competitors in the cannabis seedling business and disclose whether any
of your
competitors are based in California and/or providing free-to-test
memberships and
seedling supply partnerships.
Growth Issues, page 38
11. We note your disclosure on page 38 that the company is seeking funding
from the capital
markets "to establish a first mover advantage" in the cannabis nursery
seedling
business. We also refer to your disclosure on page 38 relating to your
competitors in the
cannabis and hemp industries that have greater resources and market
recognition that you
do. Please reconcile these disclosures and clarify what you mean by
establishing a "first
mover advantage" in the cannabis seedling industry.
Federal Government Regulation, page 39
12. We refer to your disclosure on page 11 relating to the permits,
licenses and approvals the
company will need to obtain. Please discuss the types of permits,
licenses and regulatory
approvals the company will need to obtain and maintain, including the
jurisdictions the
company plans to license its products.
Directors and Executive Officers, page 42
13. We note your disclosure on page 39 that the company currently has no
full-time
employees and that its officers and directors volunteer to help with
the development of the
company's business. Please revise the table on page 42 to provide the
information required
by the last column of that table as specified by Item 10(a)(2) of Part
II of Form 1-A.
Exhibits
14. Please provide a currently dated consent from your auditor. Please
refer to Item 17(11) of
Part III of Form 1-A.
J. Adam Guo
Emo Capital, Corp.
July 12, 2023
Page 4
General
15. We note that your Subscription Agreement contains a forum selection
provision. Please
provide risk factor disclosure related to your forum selection provision
and discuss the
effects that your exclusive forum provision may have on potential
investors including, but
not limited to, increased costs to bringing a claim and that these
provisions can discourage
claims or limit investors ability to bring a claim in a judicial
forum that they find
favorable.
16. We note your disclosure on page 5 that you are not generating any
revenues and assume
that the company will remain a shell company. We also refer to your
disclosure on page
17 that the company is not currently classified as a "shell company"
under Rule 405. You
appear to be a shell company as defined in Rule 405 under the Securities
Act of 1933
because you have no or nominal operations and do not appear to have any
assets,
including any cash and cash equivalents. Please reconcile your
disclosures, prominently
disclose on the cover page that you are a shell company, and add a risk
factor that
highlights the consequences of this status.
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
You may contact Tracey Houser at 202-551-3736 or Jeanne Baker at
202-551-3691 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas O'Leary at 202-551-4451 or Jane Park at 202-551-7439 with any
other
questions.
Sincerely,
FirstName LastNameJ. Adam Guo Division of
Corporation Finance
Office of
Industrial Applications and
Comapany NameEmo Capital, Corp.
Services
July 12, 2023 Page 4
cc: Vic Devlaeminck, Esq.
FirstName LastName