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SEC Comment Letter 0000000000-23-002528 to Emo Capital Corp. (NUVI) (CIK 0001410708) (NUVI)

Emo Capital Corp. (NUVI) (CIK 0001410708)
Date: March 15, 2023 · CIK: 0001410708 · Accession: 0000000000-23-002528

AI Filing Summary & Sentiment

File numbers found in text: 024-12169

Date
March 15, 2023
Author
Not clearly detected
Form
UPLOAD
Company
Emo Capital Corp. (NUVI) (CIK 0001410708)

Letter

United States securities and exchange commission logo March 15, 2023 Junhua Guo Chief Executive Officer Emo Capital, Corp. 10409 Pacific Palisades Ave. Las Vegas, NV 89144 Re:Emo Capital, Corp. Offering Statement on Form 1-A Filed March 2, 2023 File No. 024-12169 Dear Junhua 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. Preliminary Offering Circular on Form 1-A, filed March 2, 2023 Cover Page 1.We refer to the underwriting discounts and commissions for the offering listed on your cover page. We also note your disclosure in footnote 4 that you "may engage various securities brokers to place shares pursuant to this offering with investors for commissions of up to 10% of the gross proceeds of each such placement." However, you also disclose on page 21 that this is a self-underwritten offering. Please revise your disclosure, here and elsewhere as necessary, to eliminate the underwriting discounts or reconcile the apparent contradiction. 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.

FirstName LastNameJunhua Guo Comapany NameEmo Capital, Corp. March 15, 2023 Page 2 FirstName LastName Junhua Guo Emo Capital, Corp. March 15, 2023 Page 2 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. Please contact Benjamin Richie at 202-551-7857 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

Show Raw Text
United States securities and exchange commission logo
March 15, 2023
Junhua Guo
Chief Executive Officer
Emo Capital, Corp.
10409 Pacific Palisades Ave.
Las Vegas, NV 89144
Re:Emo Capital, Corp.
Offering Statement on Form 1-A
Filed March 2, 2023
File No. 024-12169
Dear Junhua 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.
Preliminary Offering Circular on Form 1-A, filed March 2, 2023
Cover Page
1.We refer to the underwriting discounts and commissions for the offering listed on your
cover page.  We also note your disclosure in footnote 4 that you "may engage various
securities brokers to place shares pursuant to this offering with investors for commissions
of up to 10% of the gross proceeds of each such placement."  However, you also disclose
on page 21 that this is a self-underwritten offering. Please revise your disclosure, here and
elsewhere as necessary, to eliminate the underwriting discounts or reconcile the apparent
contradiction.
            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.

 FirstName LastNameJunhua Guo
 Comapany NameEmo Capital, Corp.
 March 15, 2023 Page 2
 FirstName LastName
Junhua Guo
Emo Capital, Corp.
March 15, 2023
Page 2
            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.
            Please contact Benjamin Richie at 202-551-7857 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