United States securities and exchange commission logo
July 31, 2023
J. Adam Guo
Chief Executive Officer
Emo Capital, Corp.
10409 Pacific Palisades Ave.
Las Vegas, Nevada 89144
Re: Emo Capital, Corp.
Amendment No. 1 to
Offering Statement
on Form 1-A
Filed July 14, 2023
File No. 024-12282
Dear J. Adam Guo:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our July
12, 2023 letter.
Amendment No. 1 to Form 1-A filed July 14, 2023
Summary, page 2
1. We note your revised
disclosure in response to prior comment 3 in the Summary,
Management's Discussion
and Analysis and the Business sections. Please expand your
disclosure throughout
the offering circular to clarify the extent to which your business
operations will
continue to focus on the organic fertilizer business and other relevant
agriculture services,
including but not limited to, the discussion of principal
products, milestones
and budget.
J. Adam Guo
FirstName LastNameJ. Adam Guo
Emo Capital, Corp.
Comapany
July NameEmo Capital, Corp.
31, 2023
July 31,
Page 2 2023 Page 2
FirstName LastName
Use of Proceeds, page 22
2. We note your revisions and removal of "debt coverage" from your use of
proceeds in
response to prior comment 5. Please revise the allocated use of
proceeds on pages 22 and
23 to ensure that the itemized allocations match the reflected total
for each percentage of
shares sold.
Competition for the Company's current operations, page 39
3. We note your expanded disclosure on page 39 of your competitors and
discussion of the
seedling supplying partnership in response to prior comment 10. Please
clarify if any of
these competitors utilize a seedling supplying partnership service.
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,
Division of
Corporation Finance
Office of
Industrial Applications and
Services
cc: Vic Devlaeminck, Esq.