Attached files
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended October 31, 2012
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to ____________
Commission File No. 333-181606
MODERN PVC INC.
(Exact name of registrant as specified in its charter)
Nevada 1700 EIN 99-0368969
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Number) Identification Number)
51-01 39th Avenue Unit HH-12
Queens, NY 11104
(773) 782 6273
(Address and telephone number of principal executive offices)
Indicate by checkmark whether the issuer: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 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[ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). [X] YES [ ] NO
Indicate by check mark whether the registrant is a large accelerated filed, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the
Preceding Five Years.
N/A
Indicate by checkmark whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act
of 1934 after the distribution of securities under a plan confirmed by a court.
Yes [ ] No [X]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the most practicable date:
Class Outstanding as of October 31, 2012
----- ----------------------------------
Common Stock: $0.001 4,000,000
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) 3
Balance Sheets 3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 12
Item 4. Controls and Procedures 12
PART II. OTHER INFORMATION
Item 1 Legal Proceedings 13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13
Item 3 Defaults Upon Senior Securities 13
Item 4 Mine Safety Disclosures 13
Item 5 Other Information 13
Item 6 Exhibits 13
Signatures 14
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MODERN PVC INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS AS OF OCTOBER 31, 2012
AND AS OF JANUARY 31, 2012
October 31, January 31,
2012 2012
-------- --------
Unaudited Audited
ASSETS
Current Assets
Cash and cash equivalents $ 1,048 $ 4,200
-------- --------
Other Current Assets
Inventory 2,000 --
-------- --------
Total Assets $ 3,048 4,200
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Loan from director $ 8,549 $ 749
-------- --------
Total Liabilities 8,549 749
-------- --------
Stockholders' Equity
Common stock, par value $0.001; 75,000,000 shares authorized,
4,000,000 shares issued and outstanding 4,000 4,000
Additional paid in capital 0 0
Deficit accumulated during the development stage (9,501) (549)
-------- --------
Total Stockholders' Equity (5,501) 3,451
-------- --------
Total Liabilities and Stockholders' Equity $ 3,048 $ 4,200
======== ========
The accompanying notes are an integral part of these financial statements
3
MODERN PVC INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED OCTOBER 31, 2012; AND
FOR THE PERIOD FROM JULY 14, 2011 (INCEPTION) TO OCTOBER 31, 2012
For the
For the For the period from
Three Months Nine Months July 14, 2011
Ended Ended (Inception) to
October 31, October 31, October 31,
2012 2012 2012
---------- ---------- ----------
REVENUES $ 0 $ 0 $ 0
---------- ---------- ----------
OPERATING EXPENSES
Professional fees 1,650 8,600 8,600
Bank fees 79 290 290
Business Licenses and Permits -- -- 549
General and administrative expenses 62 62 62
---------- ---------- ----------
TOTAL OPERATING EXPENSES 1,791 8,952 9,501
---------- ---------- ----------
NET LOSS FROM OPERATIONS (1,791) (8,952) (9,501)
PROVISION FOR INCOME TAXES 0 0 0
---------- ---------- ----------
NET LOSS $ (1,791) $ (8,952) $ (9,501)
========== ========== ==========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00)
==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 4,000,000
==========
The accompanying notes are an integral part of these financial statements
4
MODERN PVC INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED OCTOBER 31, 2012 AND
FOR THE PERIOD FROM JULY 14, 2011 (INCEPTION) TO OCTOBER 31, 2012
For the
For the period from
Nine Months July 14, 2011
Ended (Inception) to
October 31, October 31,
2012 2012
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (8,952) $ (9,501)
Adjustments to reconcile net loss to net cash
(used in) operating activities:
Inventory (2,000) (2,000)
Changes in assets and liabilities:
Increase (decrease) in accrued expenses 0 0
-------- --------
CASH FLOWS USED IN OPERATING ACTIVITIES (10,952) (11,501)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock -- 4,000
Loans from shareholder 7,800 8,549
-------- --------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 7,800 12,549
-------- --------
NET INCREASE (DECREASE) IN CASH (3,152) 1,048
Cash, beginning of period 4,200 --
-------- --------
CASH, END OF PERIOD $ 1,048 $ 1,048
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 0 $ 0
======== ========
Income taxes paid $ 0 $ 0
======== ========
The accompanying notes are an integral part of these financial statements
5
MODERN PVC INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2012
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Modern PVC Inc. was incorporated under the laws of the State of Nevada on July
14, 2011. We are a development stage company in the business of installation
stretch ceiling and re-selling of stretch fabric membrane to wholesale
customers. Our plan is to purchase stretch fabric membrane from trusted supplier
and install this fabric to the private person's homes or businesses. Also, we
are planning to develop our dealer network to resell fabric membrane.
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company had no revenues as of October
31, 2012. The Company currently has limited working capital, and has not
completed its efforts to establish a stabilized source of revenues sufficient to
cover operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future,
on additional investment capital to fund operating expenses The Company intends
to position itself so that it may be able to raise additional funds through the
capital markets. In light of management's efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Development Stage Company
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development stage companies.
A development-stage company is one in which planned principal operations have
not commenced or if its operations have commenced, there has been no significant
revenues there from.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles
generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted a January 31 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had $1,048 of cash
and cash equivalents as of October 31, 2012 and $ 4,200 as of January 31, 2012.
Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents and
amounts due to shareholder. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.
6
MODERN PVC INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2012
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services
have been provided and collection is reasonably assured.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC
Topic 718. To date, the Company has not adopted a stock option plan and has not
granted any stock options.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of October 31, 2012.
Comprehensive Income
The Company has established standards for reporting and display of comprehensive
income, its components and accumulated balances. When applicable, the Company
will disclose 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 not had any significant
transactions that are required to be reported in other comprehensive income.
Recent Accounting Pronouncements
Modern PVC Inc. does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.
NOTE 3 - LOAN FROM DIRECTOR
On July 14, 2011, director loaned $224 to Incorporate the Company.
On October 25, 2011, director loaned the Company $325 to purchase business
license and file initial list with Nevada Secretary of State. On September 12,
2011, director loaned $200 to open bank account.
On February 29, 2012, director loaned $3,000 to the Company. On July 31, 2012,
director loaned $3,000 to the Company. On October 1, 2012, director loaned $
1,800 to the Company. The loans are unsecured, non-interest bearing and due on
demand.
The balance due to the director was $8,549 as of October 31, 2012 and $749 as of
January 31, 2012.
7
MODERN PVC INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2012
NOTE 4 - COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On October 14, 2011, the Company issued 4,000,000 shares of common stock for
cash proceeds of $4,000 at $0.001 per share.
There were 4,000,000 shares of common stock issued and outstanding as of October
31, 2012.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer
has provided office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved
in other business activities in the future.
NOTE 6 - INCOME TAXES
As of October 31, 2012 the Company had a net operating loss carry-forward of
approximately $ 9,501 that can be used to offset future taxable income and
begins to expire in 2031. Should a change in ownership occur net operating loss
carry forwards can be limited as to use in future years.
NOTE 7 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to October 31, 2012 to the date these financial statements were
issued, and has determined that it does not have any material subsequent events
to disclose in these financial statements.
8
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such forward-looking statements be subject to the safe harbors for such
statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
GENERAL
We were incorporated in the State of Nevada on July 14, 2011. We are in the
business of installation stretch ceiling and re-selling of stretch fabric
membrane. We plan to purchase inventory of stretch PVC fabric membrane directly
from manufacturers and re-sell them to private and commercial buyers. We plan to
develop a website that will display a variety of stretch PVC fabric membranes
and describe where customers can use that membrane and our installation prices.
We have not generated any revenues and the only operation we have engaged in to
date is executing a subcontractor agreement with European Home Development Inc.
Our principal office address is located at 51-01 39th Avenue Unit HH-12, Queens,
NY 11104. Our telephone number is (347) 960 6497. Our plan of operation is
forward-looking and there is no assurance that we will ever reach profitable
operations. We are a development stage company and have not earned any revenue
to date.
PRODUCT
Stretch Ceiling is a suspended ceiling system consisting of two basic components
- a perimeter track and lightweight fabric membrane made from PVC which
stretches and clips into the track. In addition to ceilings the system can be
used for wall coverings, light diffusers, floating panels, exhibitions and
creative shapes. Advantage of installing stretch ceiling: Blends with
traditional and modern decor, can be installed quickly; is leak proof, water
proof & stain resistant; is durable, and don't crack or peel. Additionally:
1. Meets fire regulations
2. Easy to clean
3. Performs well in humid environments
4. Lightweight
5. Resists bacteria and mold growth
6. Improve thermal & sound insulation
7. Emits no odor or fumes
8. Requires no special cleaning techniques
Fabric is made from Polyvinyl Chloride, commonly abbreviated PVC; it is a
thermoplastic polymer. PVC is widely used in construction because it is cheap,
durable, and easy to assemble. PVC production is expected to exceed 40 million
tons by 2016 (en.wikipedia.org). The material comes in a vast array of Colors
and Finishes including Matt, Satin, Lacquer (mirror like), Metallic, Perforated,
and Translucent for lighting diffusers, backlighting & projection. The material
can be printed or painted for additional effects, is entirely waterproof,
washable and impermeable to vapors. The Material is maintenance free,
9
non-corrosive, hygienic, non-toxic and non-flammable. Track is typically the
aluminum or PVC semi-concealed track is the preferred choice for most architects
and designers, enabling curves, domes, vaults and many other shapes to be formed
with ease. Installing stretch ceiling is relatively quick and simple for trained
installers. To install a stretch ceiling, a wall-rail is mounted around the
perimeter of the room, on either flat or curved surfaces. There's no need for
interior tracks or supports. Rails are available in a variety of styles, and can
be either visible or fully concealed. Once the rail is installed, custom-cut
film stretched into place, starting with the corners. Its semi-rigid edge is
fitted into the wall rail, securing the film without intermediate supports.
Lighting fixtures, alarms, sprinklers and ventilation equipment can all be
accommodated. Installing the system in a typical room or small office takes
about two to four hours, depending on the complexity of the room.
The versatility of the stretch ceiling system makes it suitable for use in a
wide range of environments.
RESIDENTIAL
Stretch Ceilings are also able to achieve similar appearance as conventional
ceilings within the home while providing many additional benefits such as
approximately 81% light reflection and improved acoustics. The product is
extremely quick to install as panel sizes can be fabricated up to 50 sq. meters
and being a finished product which will require no further decoration.
Any type of light fitting or aperture can be accommodated within the Stretch
Ceiling material, such as speakers, grilles, extractor fans and sensors. The
material is also resistant to moisture making it ideal for bathroom areas,
kitchens, steam rooms and swimming pools, whilst also being water impermeable
and will therefore act as a containment membrane in the event of a water leak.
COMMERCIAL
With superb range of colors and ability to form shapes, Stretch Ceilings allow
to create exceptional feature ceilings as well as conventional flat designs.
Suitable for all types of applications including offices, retail, outlets, bars,
restaurants, leisure centers, cinemas, galleries, theatres, museums, churches,
shopping centers and many more. We are planning to compete on North American and
European markets.
AGREEMENT WITH EUROPEAN HOME DEVELOPMENT INC.
Modern PVC Inc. has executed an agreement with European Home Development Inc.
European Home Development Inc. will use time to time Modern PVC Inc. as
independent contractor for installing stretch ceiling in European Home
Development Inc. constructed property. European Home Development Inc. is
independent construction company which is in the business of constructing
residential and commercial property. During the period we incorporated the
company, prepared a business plan and executed an Agreement with European Home
Development Inc. ("EHDI") Agreements are filed as exhibits to this registration
statement, the main terms are:
1. Contractor shall furnish all labor and materials to install the PVC
stretch ceiling on the Owner property.
2. Owner shall pay Contractor for all labor and materials the sum of $17
per square feet. Upon completing Contractor's services under this
Agreement, Contractor shall submit an invoice. Owner shall pay
Contractor within 30 days from the date of Contractor's invoice.
3. Time of Completion The work to be performed under this Agreement shall
commence on time to time basis and as needed by Owner.
4. Contractor warrants that all work shall be completed in a good
workmanlike manner and in compliance with all building codes and other
applicable laws.
5. Contractor is an independent contractor, not Owner's employee.
Contractor's employees or subcontractors are not Owner's employees.
Contractor has the right to perform services for others during the
term of this Agreement.
6. With reasonable cause, either Owner or Contractor may terminate this
Agreement effective immediately by giving written notice of cause for
termination. Reasonable cause includes: nonpayment of Contractor's
compensation after 20 days written demand for payment. Contractor
10
shall be entitled to full payment for services performed prior to the
effective date of termination.
7. If a dispute arises under this Agreement, any party may take the
matter to court. If any court action is necessary to enforce this
Agreement, the prevailing party shall be entitled to reasonable
attorney fees, costs and expenses in addition to any other relief to
which he or she may be entitled. The work to be performed under this
Agreement shall commence on time to time basis and as needed by Owner.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
At present, we have no employees other than our officer and director. We
presently do not have pension, health, annuity, insurance, stock options, profit
sharing or similar benefit plans; however, we may adopt such plans in the
future. There are presently no personal benefits available to any officers,
directors or employees.
RESULTS OF OPERATION
Our financial statements have been prepared assuming that we will continue as a
going concern and, accordingly, do not include adjustments relating to the
recoverability and realization of assets and classification of liabilities that
might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long term operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.
THREE MONTHS PERIOD ENDED OCTOBER 31, 2012
Our net loss for the three months period ended October 31, 2012 was $1,791.
During the three and nine month periods ended October 31, 2012 we have not
generated any revenue.
During the three month period ended October 31, 2012, our operating expenses
were general and administrative expenses $62, professional fees of $1,650, and
bank fees were $79. The weighted average number of shares outstanding was
4,000,000 for the three months period ended October 31, 2012.
LIQUIDITY AND CAPITAL RESOURCES
THREE MONTHS PERIOD ENDED OCTOBER 31, 2012
As at October 31, 2012, our total assets were $3,048 compared to $4,200 in total
assets at January 31, 2012. Total assets were comprised of $1,048 in cash and
inventory of $2,000. As at October 31, 2012, our current liabilities were
$8,549. Stockholders' equity was $ (5,501) as of October 31, 2012 compare to
stockholders' equity of $3,451 as of January 31, 2012.
CASH FLOWS FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. For the
nine months period ended October 31, 2012, net cash flows used in operating
activities was $(10,952). For the period from inception (July 14, 2011) to
October 31, 2012, net cash flows from operating activities was $(11,501).
CASH FLOWS FROM INVESTING ACTIVITIES
For the nine months period ended October 31, 2012, the Company have not
generated any cash flow.
CASH FLOWS FROM FINANCING ACTIVITIES
We have financed our operations primarily from either advancements or the
issuance of equity. For the nine months period ended October 31, 2012, net cash
provided by financing activities was $7,800. For the period from inception (July
14, 2011) to October 31, 2012, net cash provided by financing activities was
$12,549 received from proceeds from issuance of common stock.
11
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a
combination of our existing funds and further issuances of securities. Our
working capital requirements are expected to increase in line with the growth of
our business.
Existing working capital, further advances and debt instruments, and anticipated
cash flow are expected to be adequate to fund our operations over the next three
months. We have no lines of credit or other bank financing arrangements.
Generally, we have financed operations to date through the proceeds of the
private placement of equity and debt instruments. In connection with our
business plan, management anticipates additional increases in operating expenses
and capital expenditures relating to: (i) acquisition of inventory; (ii)
developmental expenses associated with a start-up business; and (iii) marketing
expenses. We intend to finance these expenses with further issuances of
securities, and debt issuances. Thereafter, we expect we will need to raise
additional capital and generate revenues to meet long-term operating
requirements. Additional issuances of equity or convertible debt securities will
result in dilution to our current shareholders. Further, such securities might
have rights, preferences or privileges senior to our common stock. Additional
financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, we may not be
able to take advantage of prospective new business endeavors or opportunities,
which could significantly and materially restrict our business operations. We
will have to raise additional funds in the next twelve months in order to
sustain and expand our operations. 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. We
have and will continue to seek to obtain short-term loans from our directors,
although no future arrangement for additional loans has been made. We do not
have any agreements with our directors concerning these loans. We do not have
any arrangements in place for any future equity financing.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to investors.
GOING CONCERN
The independent auditors' review report accompanying our January 31, 2012
financial statements contained an explanatory paragraph expressing substantial
doubt about our ability to continue as a going concern. The financial statements
have been prepared "assuming that we will continue as a going concern," which
contemplates that we will realize our assets and satisfy our liabilities and
commitments in the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
No report required.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by us in the reports that we file or submit under the Exchange Act
is recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
12
to the issuer's management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.
An evaluation was conducted under the supervision and with the participation of
our management of the effectiveness of the design and operation of our
disclosure controls and procedures as of October 31, 2012. Based on that
evaluation, our management concluded that our disclosure controls and procedures
were not effective as of such date to ensure that information required to be
disclosed in the reports that we file or submit under the Exchange Act, is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms. Such officer also confirmed that there was no change in
our internal control over financial reporting during the three-month period
ended October 31, 2012 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any
governmental authority or any other party involving us or our properties. As of
the date of this Quarterly Report, no director, officer or affiliate is (i) a
party adverse to us in any legal proceeding, or (ii) has an adverse interest to
us in any legal proceedings. Management is not aware of any other legal
proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No report required.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
No report required.
ITEM 6. EXHIBITS
31.1 Certification of Chief Executive Officer pursuant to Securities Exchange
Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2 Certification of Chief Financial Officer pursuant to Securities Exchange
Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b)
or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes- Oxley Act of 2002.
101 Interactive data files pursuant to Rule 405 of Regulation S-T
13
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Modern PVC Inc.
Dated: February 26, 2013 By: /s/ Vadims Horosevskis
-------------------------------------
Vadims Horosevskis
President and Chief Executive Officer
and Chief Financial Officer
1
