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, 2015

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ___________________

Commission file number: 000-51975

Paracap Corporation

(Exact name of small business issuer as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or

or organization)

N/A

(IRS Employer Number)

424 West Bakerview Rd, #105-268, Bellingham, WA, 98226

(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 [X]No

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 [X]No

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:

[X]Yes [ ]No

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.

[ ]

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

[ ] Accelerated filer

[ ]Non-accelerated filer

[X] Smaller reporting company

(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):

[X]Yes []No

The aggregate market value of Paracap Corporation’s Common Stock owned by non-affiliates as of July 31, 2015 was nil.

Number of shares of each class of Paracap Corporation's capital stock outstanding as of July 31, 2015: 13,470,000 shares of common stock

EXPLANATORY NOTE

This is the Amendment No. 1 to the Form 10-K (the "Amended Report") that was originally filed by Paracap Corporation (the "Company") for the period of the year ended July 31, 2015. The original Form 10-K being amended was filed with the Securities and Exchange Commission (the "SEC") on the date of November 13, 2015 (the "Original Report"). This Amended Report is to re-indicate by check mark on the first page of the Form 10-Q/A the Company is a shell company as defined in Rule 12b-2 of the Exchange Act. In addition, we corrected the date that Mr. Yao became an officer and director of the Company. Except as stated within the document or included in reference, there have been no other alterations made to that of the Original Report, where there have been no modifications or updates made in any way to the disclosures contained in the Original report. Subsequently, this Amended should be read in conjunction with the Original Report and the Company's other SEC filings.

Paracap Corporation

FORM 10-K

For the Fiscal Year ended July 31, 2015

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 for fiscal year ended July 31, 2015

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. Certain Relationships and Related Transactions

Item 14. Exhibits and Financial Statements Schedules

Item 15. Principal Accountants Fees and Services

Signatures

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 PARACAP CORPORATION., 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

Paracap Corporation was incorporated in the state of Nevada on April 1, 2005. The Company is planning to begin operations as an online e-commerce website that promotes daily deals for business-to-business transactions. We anticipate that in order for us to continue development of this online operation and retail sale of our product, 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

We intend to commence operations as an online website that promotes daily deals for business-to-business transactions.

The Company’s technology is developed in-house and we intend to be a leading provider of advertising and marketing services. A factor that is proprietary to the Company, is our option to allow users to suggest deals and vote on deals already suggested. This key differentiator is our user-friendly website which will allow business owners to buy and sell products and services at considerable discounts between the members of our business to business online community.

The initial market we plan to introduce our software to is the worldwide market.

Competition

The current market for daily deal websites is competitive. Our Company differentiates itself from other daily deal websites in that it allows the customers to suggest what deals they want.

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 address is located at 424 West Bakerview Rd, #105-268, Bellingham, WA, 98226.

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 are any of our officers, director or affiliates' 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 Paracap Corporation:

1. 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 July 31, 2015. 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.

2.Because we have not yet commenced operations we face a high risk of business failure. We were incorporated on April 1, 2005 and to date have been involved primarily in organizational activities. As of July 31, 2015, we have not earned any revenues. Accordingly, you can evaluate our business, and therefore our future prospects, based only on a limited operating history. Potential investors should be aware of the difficulties normally encountered by development stage companies and the high rate of failure for such enterprises.

3. If we are not able to effectively respond to competition, our business may fail. There are many companies in the daily deals business that will compete with us. Most of these competitors have established businesses with returning customers. We will attempt to compete against these groups by offering a higher quality of products and services to our customers. 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.

4. Because we have only one director who is 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. Presently, we have only one officer/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, he will be responsible for the administration of the controls. Should he not have sufficient experience, he 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.

5. 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. Xing Cheng Yao, our sole executive officer will only be devoting limited time to our operations. Because Mr.Yao will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to Mr. Yao. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations.

Item 1B: Unresolved Staff Comments

None

Item 2: Description of Property

The Company's headquarters and executive offices are located at 424 West Bakerview Rd, #105-268, Bellingham, WA, 98226.

Our telephone number is 949-419-6588.

Item 3: Legal Proceedings

There are no existing, pending or threatened legal proceedings involving Paracap Corporation or against any of our officers or directors as a result of their involvement with the Company.

As of July 31, 2015 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, 2015.

Item 5: Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities

The Company's Common stock is not presently listed under any exchange. There is currently no active trading in our common stock and there has been no active trading.

As of July 31, 2015, there were approximately 30 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, 2015 (Audited)	July 31, 2014 (Audited)
Balance Sheet
Total Assets	$ -	$ -
Total Liabilities	$ 53,714	$ 44,874
Stockholders’ Equity (Deficit)	$ (53,714)	$ (44,874)

	For the	For the
	Year ended	Year ended
	July 31, 2015	July 31, 2014
Income Statement
Revenues	$ -	$ -
Total Expenses	$8,840	$3,785
Net Loss	$(8,840)	$(3,785)

------------------------------------------------------------------------------------------------------------------

Item 7: Management's Discussion and Analysis or Plan of Operation

The following discussion and analysis provides information which management of Paracap Corporation (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

Paracap Corporation was incorporated in the state of Nevada on April 1, 2005. The Company plans to begin operations as an online website that promotes daily deals for business-to-business transactions. We anticipate that in order for us to continue development 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, 2015 and no revenues have been earned by the Company since it's inception.

General & Administrative Expenses

General and administrative expenses totaled $8,840 for the fiscal year ended July 31, 2015.

We experienced a net loss of $8,840 for the fiscal year ended July 31, 2015.

Liquidity and Capital Resources

As of July 31, 2015, 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 Company's consolidated financial statements, together with the report thereon of/edited by David L. Hillary, Jr., CPA, CITP, MBA for the fiscal year ending July 31, 2015 are included elsewhere herein, beginning on Page F-1. Please refer to Page F-1 of this report for a list of Financial Statements.

Item 9A: Controls and Procedures

1. Evaluation of Disclosure Controls and Procedures:

Based on an evaluation of the Company's disclosure controls and procedures (as defined in Rules 13 (a) - 15 (e) under the Securities Exchange Act of 1943, as amended (the "Exchange Act") as of July 31, 2015, the end of the period covered by this Annual Report on Form 10-K (the "Evaluation Date"), conducted under the supervision of and with the participation of the Company's executive, have concluded that the Company's disclosure controls and procedures, which are designed to ensure that information required to be disclosed by the Company in the report that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and designed to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is accumulated and communicated to management, including the chief executive and financial officer as appropriate to allow timely decisions regarding required disclosures are effective as of the Evaluation Date.

Xing Cheng Yao, our Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based on that evaluation, taking into account our limited resources and current business operations, they concluded that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in this annual report has been made known to them in a timely fashion. There have been no significant changes in internal controls, or in other factors that could significantly affect internal controls, subsequent to the date they completed their evaluation

2. 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’s such terms is defined in Rules 13(a) - 15 (f) under the Exchange Act. The Company's internal control systems has been designed to provide reasonable assurance to management and the Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with U.S. generally accepted accounting principles.

A company's internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;(b) 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 director of the company; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material affect on the financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentations. Because of inherent limitations due to, for example, the potential for human error or circumvention of controls, internal controls 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.

The Company’s management, under the supervision of the chief executive and financial officer, assessed the effectiveness of the Company's internal control over financial reporting as of July 31, 2015. Based on its assessment, management believes that as of July 31, 2015, the Company's internal control over financial reporting was effective.

3. Changes in Internal Controls over Financial Reporting:

During the Company's last fiscal quarter of 2014 (the fourth fiscal quarter), there were no changes in the Company's internal control over financial reporting (as defined in Rules 13 (a) - 15 (f) that have materially affected, or are reasonably likely to materially affect, the Company's 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
Xing Cheng Yao	41	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

Mr. Yao has been Paracap Corporation's president, principal executive officer, principal financial officer, principal accounting officer, treasurer and a director at November 22, 2012. Mr. Yao is a experienced Senior Mobile Application Engineer at Beijing Li Da Zhi Info Technology Co., Ltd.. He has his bachelor of Computer Science Degree from Capital Normal University (Beijing, China) and his Master’s Degree in Software Science from the Beijing Institute of Technology.

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, 2015, Form 3 reports were not timely filed by Xing Cheng Yao, 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 three 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

Name and Principal Position	Year (1)	Salary($)	Bonus ($)	Restricted Stock Award(s) ($)	Option Awards ($)	Non-Equity Incentive Plan and Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)
Xing Cheng Yao	2015	0	0	0	0	0	0	0
	2014	0	0	0	0	0	0	0
President, Treasurer, Secretary, Director. Chief Executive Officer	2013	0	0	0	0	0	0	0









Justin Lanciec	2012	0	0	0	0	0	0	0
President, Treasurer, Secretary, Director. Chief Executive Officer	2011	0	0	0	0	0	0	0
	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


Eric Lung	2005	0	0	0	0	0	0	0
President, Treasurer, Secretary, Director. Chief Executive Officer	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 in this offering. 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 424 West Bakerview Rd, #105-268, Bellingham, WA, 98226.

Name of Beneficial Owner	Direct Amount of Beneficial Owner	Position	Percent of Class
Eric Lung	5,000,000		37.12%
All officers and directors as a Group (1 person)			37.12%

Securities authorized for issuance under equity compensation plans.

We have no equity compensation plans.

Item 12: Certain Relationships and Related Transactions

We have no certain relationships or related transactions to report in this period.

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 July 19, 2007)

3.2* Bylaws of the Company (incorporated by reference to the Form SB-2 filed with the Securities and Exchange Commission on July 19, 2007)

10.1* Website Design Contract (incorporated by reference to the Form SB-2 filed with the Securities and Exchange Commission on July 19, 2007)

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 two 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:

2015 - $ 750 David L. Hillary, Jr., CPA, CITP, MBA

2014 - $ 750 David L. Hillary, Jr., CPA, CITP, MBA

2013 - $ 750 David L. Hillary, Jr., CPA, CITP, MBA

2012 - $ 750 David L. Hillary, Jr., CPA, CITP, MBA

2) Audit - Related Fees

The aggregate fees billed in each of the last two 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:

2015 - $0 David L. Hillary, Jr., CPA, CITP, MBA

2014 - $0 David L. Hillary, Jr., CPA, CITP, MBA

2013 - $0 David L. Hillary, Jr., CPA, CITP, MBA

2012 - $0 David L. Hillary, Jr., CPA, CITP, MBA

3) Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

2015 - $0 David L. Hillary, Jr., CPA, CITP, MBA

2014 - $0 David L. Hillary, Jr., CPA, CITP, MBA

2013 - $0 David L. Hillary, Jr., CPA, CITP, MBA

2012 - $0 David L. Hillary, Jr., CPA, CITP, MBA

4) All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

2015 - $0 David L. Hillary, Jr., CPA, CITP, MBA

2014 - $0 David L. Hillary, Jr., CPA, CITP, MBA

2013 - $0 David L. Hillary, Jr., CPA, CITP, MBA

2012 - $0 David L. Hillary, Jr., CPA, CITP, MBA

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 November 12, 2015

Paracap Corporation

(Registrant)

By: /s/ Xing Cheng Yao

Xing Cheng Yao

President and Chief Executive 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/ Xing Cheng Yao	President, CEO, Secretary, Treasurer and Director	December 28, 2015
Xing Cheng Yao

INDEX TO FINANCIAL STATEMENTS

Balance Sheets for the fiscal year ended July 31, 2015 and July 31, 2014

F-1

Statements of Operations for the fiscal year ended July 31, 2015 and period ended July 31, 2014

F-2

Statements of Cash Flows for the fiscal year ended July 31, 2015 and period ended July 31, 2014

F-3

Statements of Shareholder's Equity (Deficit)

F-4

Notes to Financial Statements

F-5

PARACAP CORPORATION

(A Development Stage Company)

REPORT AND FINANCIAL STATEMENTS

PARACAP CORPORATION (A Development Stage Company) Balance Sheets As at July 31, 2015 and 2014

					July 31,	July 31,
					2015	2014
					(Unaudited)	(Audited)
				ASSETS
Current Assets
	Cash and Cash Equivalents				-	-

		TOTAL CURRENT ASSETS			-	-

	License - Note 3				6,000	6,000
	Accumulated Amortization				(6,000)	(6,000)
					-	-

TOTAL ASSETS					-	-

				LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
	Accounts Payable and Accrued Liabilities				48,214	39,374
	Loan from Shareholder				5,500	5,500

TOAL CURRENT LIABILITIES					53,714	44,874


Stockholders' Equity
	Common Stock
		Authorized:
			75,000,000 common shares at $0.001 par value
		Issued and fully paid:
			13,470,000 common shares		13,470	13,470

	Additional paid-in capital				17,730	17,730

	(Deficit) accumulated during the development stage				(84,914)	(76,074)

TOTAL STOCKHOLDERS' EQUITY					(53,714)	(44,874)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY					-	-

The accompanying notes are an integral part of these financial statements

PARACAP CORPORATION

(A Development Stage Company)

Statements of Operations

For the Years Ended July 31, 2015 and 2014

	For the Three Months Ended		For the Year Ended
	July 31,	July 31,	July 31,	July 31,
	2015	2014	2015	2014
General and Administrative Expenses
Professional Fees	$ -	$ 750	$ 8,000	$ 3,785
Accounting and Auditing Fees	$ -	$ -		$ -
Amortization Expense	$ -	$ -	$ -	$ -
Bank Charges	$ -	$ -	$ -	$ -
Consulting Fees	$ -	$ -	$ -	$ -
Management Fees	$ -	$ -	$ -	$ -
Office and Rent	$ -	$ -	$ -	$ -
Regulatory and Transfer Agent Fees	$ -	$ -	$ 840	$ -
Net Profit (Loss) for the Period	$ -	$ (750)	$ (8,840)	$ (3,785)

Basic and diluted loss per share	0	0	0	0
Weighted average number of shares outstanding	10,134,918	10,134,918	10,134,918	10,134,918

The accompanying notes are an integral part of the consolidated financial statements.

PARACAP CORPORATION

(A Development Stage of Company)

Statements of Cash Flows

For the Year Ended July 31, 2015 and 2014

		For the Year Ended
		July 31, 2015	July 31, 2014

Operating Activities
	Net (loss) for the period	$ (8,840)	$ (3,785)
	Changes in:
	Intangible Asserts-License	-	-
	Amortization Expenses	-	-
	Notes Payable	8,840	3,785
Cash used in operating activities		$ -	$ -

Financing Activities
	Issuance of common shares	$ -	$ -
	Shareholder Loan	-	-
Net cash provided by financing activities		$ -	$ -

Cash increase (decrease) during the Period		-	-

Cash, Beginning of Period		-	-
Cash, End of Period		-	-

Supplemental Information
Interest Paid		-	-
Income Taxes Paid		-	-

The accompanying notes are an integral part of the consolidated financial statements.

Paracap Corporation
(A Development Stage Company)
Statement of Stockholders' Equity
	Number of	Capital Stock	Additional		Accumulated	Total
	Common	at Par	Paid-in	Accumulated	prior period	Stockholder's Equity
	Shares	Value	Capital	Defecit	adjustment	(Deficit)
Balance, July 31, 2011	13,470,000	13,470	17,730	(70,789)		(39,589)

Net Loss for the year ended July 31, 2012				(750)		(750)
Balance, July 31, 2012	13,470,000	13,470	17,730	(71,539)		(40,339)

Net Loss for the year ended July 31, 2013				(750)		(750)
Balance, July 31, 2013	13,470,000	13,470	17,730	(72,289)		(41,089)

Net Loss for the year ended July 31, 2014				(3,785)		(3,785)
Balance, July 31, 2014	13,470,000	13,470	17,730	(76,074)		(44,874)

Net Loss for the month ended January 31, 2015				(8,840)		(8,840)
Balance, April 30, 2015	13,470,000	13,470	17,730	(84,914)		(53,714)

The accompanying notes are an integral part of these financial statements

The accompanying notes are an integral part of the consolidated financial statements.

PARACAP CORPORATION

( A Development Stage Company)

Notes to Financial Statements

July 31, 2015

Note 1: Organization and Basis of Presentation

Paracap Corporation (the “Company”) is a for profit corporation established under the corporation laws in the State of Nevada, United States of America on April 1, 2005.

The Company intends to commence operations as a beer and wine store retailer and an online retailer of goods and services. The Company is a development stage company and has not yet realized any revenues from its planned or any other operations. As such, the Company is subject to all risks inherent to the establishment of a start-up business enterprise.

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. The FinancialStatements and related disclosures as of July 31, 2015 and 2014 are audited pursuant to the rules and regulations of the United States Securities and Exchange Commission(“SEC”). Unless the context otherwise requires, all references to “Paracap Corporation,” “we,” “us,” “our” or the “company” are to Paracap Corporation and any subsidiaries.

The Company’s fiscal year ends July 31.

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 on that date. At the period end, monetaryassets and liabilities are revalued 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 there is no use of derivative instruments to reduce potential exposure to foreign currency risk.

Note 2: Significant Accounting Policies and Recent Accounting Pronouncements

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect thereported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues andexpenses during the period. Actual results could differ from those estimates.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Fair Value of Financial Instruments

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair ValueMeasurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair valuemeasurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of July 31, 2015.

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accrued liabilities andnotes payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

Basic and Diluted Loss Per Share

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings pershare on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weightedaverage number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during theperiod. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore,basic and diluted earnings (loss) per share are equal.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial positionor cash flow.

Note 3: License

By a management license agreement dated June 29, 2005, the Company acquired the right and license to manage and operate a liquor retail establishment in the municipality of Maple Ridge, Canada. The agreement is for five years with an option to renew for an additional five years with the same terms and conditions except for the consideration, whichwill be negotiated between the parties, failing which an arbitrator would be appointed to determine the consideration. The agreement also provides the Company with the right offirst refusal to negotiate terms over the right to manage and operate other of the licensor's establishments in the Lower Mainland of British Columbia, Canada.

The consideration given for the license was 600,000 common shares of the Company at fair market value of $6,000. In addition, 30% of the monthly net profits (net operatingincome), as defined by accounting principles generally accepted in the United States of America, earned by the store managed by the Company will be remitted to the licensoreach month. If there is a net loss, the Company will not be obligated to pay any percentage.

The Company has adopted the provisions of ASC 350, "Amortization of Intangible Assets" and will amortize the license costs over five years on a straight-line basis.

Note 4: Commitments and Contingencies

An officer has provided office services without charge. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officer anddirector are involved in other business activities and most likely will become involved in other business activities in the future.

Note 5: Legal Matters

The Company has no known legal issues pending.

Note 6: Debt

Loans have been made by an unrelated third party equal to the operating deficits as they are incurred. A balance of $48,214 is outstanding as of July 31, 2015. The loans arewithout interest or a fixed term of repayment. The loans are due on demand.

Note 7: Related Party Transactions

During the period ended July 31, 2006 the Company received shareholder loans totaling $5,500. A balance of $5,500 is outstanding as of July 31, 2015, without interest or a fixedterm of repayment. The loans are due on demand.

Note 8: Capital Stock

During the period ended July 31, 2005, the Company issued 11,500,000 common shares at $0.001 per share of the Company for total proceeds of $11,500.

During the period ended July 31. 2005, the Company issued 1,370,000 common shares at $0.01 per share of the Company for total proceeds of $13,700.

During the period ended July 31. 2005, the Company issued 600,000 common shares at $0.01 per share of the Company for total proceeds of $6,000 in consideration for a newlicense acquisition.

As of July 31, 2015 there were no outstanding stock options or warrants.

Note 9: 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 assetsand liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets andliabilities 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 thosetemporary differences are expected to be recovered or settled.

The company has not commenced operations, has not generated any revenue, and has not made a provision for income taxes.

The Company’s statutory tax rate is 35%.

The Company does not have any material uncertainties with respect to its provisions for income taxes.

Note 10: Going Concern

The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern.

For the period ended July 31, 2015, the Company had an accumulated deficit of $84,914.

The Company’s ability to continue as a going concern is dependent upon the Company’s ability to generate sufficient revenues to operate profitably or raise additional capital through debt financing and/or through sales of common stock.

Management has no formal plan in place to address these concerns, but believes that the Company will be able to obtain additional funds through equity financing and/or related party advances.

The failure to achieve the necessary levels of profitability or obtain the additional funding would be detrimental to the Company.

Paracap CORP 10-K/A