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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K



[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended January 31, 2014


[ ] 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

(State or Other Jurisdiction of Incorporation or Organization)

1700

(Primary Standard Industrial Classification Number)

EIN 99-0368969

 (IRS Employer

Identification Number)




51-01 39th Avenue Unit HH-12

Sunnyside, NY 11104

(773) 782 6273


 (Address and telephone number of principal executive offices)


Securities registered pursuant to Section 12(b) of the Act: None


Securities registered pursuant to Section 12(g) of the Act: None



1




Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]


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 [ ] No [X]


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 shorter period that the registrant as 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 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 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. Yes [ ] No [X]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [X] No [  ]


As of April 15, 2014, the registrant had 6,400,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of April 15, 2014.



2




TABLE OF CONTENTS




PART 1


ITEM 1

Description of Business

4

ITEM 1A    

Risk Factors

5

ITEM 2   

Description of Property

5

ITEM 3   

Legal Proceedings                                             

5

ITEM 4

Submission of Matters to a Vote of Security Holders           

5


PART II


ITEM  5   

Market for Common Equity and Related Stockholder Matters      

5

ITEM  6  

Selected Financial Data                                       

6

ITEM  7 

Management's Discussion and Analysis of Financial Condition and Results of Operations

7

ITEM 7A      

Quantitative and Qualitative Disclosures about Market Risk   

9

ITEM 8

Financial Statements and Supplementary Data                  

10

ITEM 9    

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

18

ITEM 9A (T)

Controls and Procedures

18


PART III


ITEM 10

Directors, Executive Officers, Promoters and Control Persons of the Company

18

ITEM 11

Executive Compensation

19

ITEM 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

20

ITEM 13

Certain Relationships and Related Transactions

20

ITEM 14

Principal Accountant Fees and Services                       

20


PART IV


ITEM 15

Exhibits

21





3




PART I


Item 1. Description of Business


FORWARD-LOOKING STATEMENTS


This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. 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.


 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, Sunnyside, 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,



4




washable and impermeable to vapors. The Material is maintenance free, 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



5




compensation after 20 days written demand for payment. Contractor 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.



Item 1A.  Risk Factors

 

Not applicable to smaller reporting companies.

 


Item 2.  Description of Property


We do not own any real estate or other properties.  


Item 3.  Legal Proceedings

We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.


Item 4.  Submission of Matters to a Vote of Security Holders


None.


PART II


Item 5. Market for Common Equity and Related Stockholder Matters      


Market Information


There is a limited public market for our common shares.  Our common shares are not quoted on the OTC Bulletin Board at this time.  Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a companys operations or business prospects.  We cannot assure you that there will be a market in the future for our common stock.

 

OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange.  Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks.  OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.



6




 As of January 31, 2014, no shares of our common stock have traded.


Number of Holders


As of January 31, 2014, the 6,400,000 issued and outstanding shares of common stock were held by a total of 26 shareholders of record.


Dividends

 

No cash dividends were paid on our shares of common stock during the fiscal years ended January 31, 2013 and 2014.  We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future. 



Recent Sales of Unregistered Securities


None.


Purchase of our Equity Securities by Officers and Directors


None.


Other Stockholder Matters


None.



Item 6. Selected Financial Data                                       


Not applicable.


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward looking statements.   Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.


RESULTS OF OPERATIONS


We have incurred recurring losses to date. 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.


FISCAL YEAR ENDED JANUARY 31, 2014 COMPARED TO FISCAL YEAR ENDED JANUARY 31, 2013.




7




Our net loss for the fiscal year ended January 31, 2014 was $ 30,018 compared to a net loss of $11,617 during the fiscal year ended January 31, 2013. During fiscal year ended January 31, 2014, the Company has generated $984 in revenue.


During the fiscal year ended January 31, 2014, we incurred general and administrative expenses of $30,829, and bank fees of $ 173 compared to general and administrative expenses $10,662, bank fees of $406 and business license and permits of $ 549 incurred during fiscal year ended January 31, 2013.  


Expenses incurred during the fiscal year ended January 31, 2014 compared to fiscal year ended January 31, 2013 increased primarily due to the increased scale and scope of business operations.  General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs.


The weighted average number of shares outstanding was 4,149,891 for the fiscal year ended January 31, 2014 and 2013.

Expenses incurred during fiscal year ended January 31, 2014 compared to fiscal year ended January 31, 2013 increased primarily due to the increased scale and scope of business operations.  General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs.



LIQUIDITY AND CAPITAL RESOURCES


FISCAL YEAR ENDED JANUARY 31, 2014


As of January 31, 2014, our total assets were $165 comprised of cash of $165 and our total liabilities were $13,799 comprised of notes payable to related parties.


As of January 31, 2013, our total assets were $24,932 comprised of cash and cash equivalents.  Stockholders equity decreased from $16,638 as of January 31, 2013 to  $ 13,635 as of January 31, 2014.  


Cash Flows from Operating Activities


We have not generated positive cash flows from operating activities. For the fiscal year ended January 31, 2014, net cash flows used in operating activities were ($28,018) consisting of a net loss ($30,018) and inventory of $2,000. For the fiscal year ended January 31, 2013, net cash flows used in operating activities were ($13,617). Net cash flows used in operating activities were ($11,617) for the period from inception (July 14, 2011) to January 31, 2014.   


Cash Flows from Financing Activities


We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the fiscal year ended January 31, 2014, net cash from financing activities was $5,250 consisting of $5,250 in loan from a director.  For the fiscal year ended January 31, 2013, net cash from financing activities was $36,549 consisting of $28,000 of proceeds received from issuances of common stock and $8,549 in loan from a director. For the period from inception (July 14, 2011) to January 31, 2014, net cash provided by financing activities was $41,749 consisting of $28,000 of proceeds received from issuances of common stock and $13,799 in loan from a director.



PLAN OF OPERATION AND FUNDING




8




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 six 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 software; (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.



MATERIAL COMMITMENTS


As of the date of this Annual Report, we do not have any material commitments.


PURCHASE OF SIGNIFICANT EQUIPMENT


We do not intend to purchase any significant equipment during the next twelve months.


OFF-BALANCE SHEET ARRANGEMENTS


As of the date of this Annual Report, we do not have any offbalance 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' report accompanying our January 31, 2014 and January 31, 2013 financial statements contains 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 7A. Quantitative and Qualitative Disclosures about Market Risk   


Not applicable to smaller reporting companies.


Item 8. Financial Statements and Supplementary Data                  


INDEX TO FINANCIAL STATEMENTS











9




MODERN PVC INC.

 (A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS



Report of Independent Registered Public Accounting Firm

11

Balance Sheets as of January 31, 2014 and 2013

12                       


Statements of Operations for the Year Ended January 31, 2014

and from July 14, 2011 (Date of Inception) to January 31, 2013 and 2014

13


Statements of Cash Flows for the Year Ended January 31, 2014 and from

July 14, 2011 (Date of Inception) to January 31, 2013 and 2014

14


Statements of Stockholders Equity for the Year Ended January 31, 2014 and from

July 14, 2011 (Date of Inception) to January 31, 2013 and 2014

15


Notes to the Financial Statements                                                                                               

16





















REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM







10




HARRIS & GILLESPIE CPAS, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

3901 STONE WAY N., SUITE 202

SEATTLE, WA  98103

206.547.6050


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors

Modern PVC, Inc.


We have audited the accompanying balance sheets of Modern PVC, Inc. (A Development Stage Company) as of January 31, 2014 and 2013 and the related statements of operations, stockholders equity and cash flows for the periods then ended and from July 12, 2011 (inception) through January 31, 2014. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Modern PVC, Inc. (A Development Stage Company) as of January 31, 2014 and 2013, and from July 12, 2011 (inception) through January 31, 2014 and the results of its operations and cash flows for the period then ended in conformity with generally accepted accounting principles in the United States of America.


The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Managements plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/S/ HARRIS & GILLESPIE CPAS, PLLC

Seattle, Washington

March 11, 2014



11




MODERN PVC INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS



ASSETS

January 31, 2014

January 31, 2013

Current Assets



Cash and cash equivalents

$

165 

$

22,932 




Other Current Assets

$

2,000 

   Inventory






Total Assets

$

165 

$

24,932 




LIABILITIES AND STOCKHOLDERS EQUITY



Liabilities



Current Liabilities



Accrued expenses

$

$

Loan from director

13,799 

8,549 




Total Liabilities

13,799 

8,549 




Stockholders Equity



Common stock, par value $0.001; 75,000,000 shares authorized, 6,400,000 and 4,000,000 shares issued and outstanding respectively;

6,400 

4,000 

Additional paid in capital

21,600 

24,000 

Deficit accumulated during the development stage

(41,635)

(11,617)

Total Stockholders Equity

13,635 

16,383 




Total Liabilities and Stockholders Equity

$

165 

$

24,932 
















See accompanying notes to financial statements.



12




MODERN PVC INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS



For the year ended

January 31, 2014

For the period from July 12, 2011 (Inception) to January 31, 2013

For the period from July 12, 2011 (Inception) to January 31, 2014





REVENUES

$

984 

$

$

984 





OPERATING EXPENSES




Business License and Permits

549 

549 

Bank fees

173 

406 

579 

General and administrative expenses

30,829 

10,662 

41,491 





TOTAL OPERATING EXPENSES

31,002 

11,617 

42,619 





NET LOSS FROM OPERATIONS

(30,018)

(11,617)

(41,635)





PROVISION FOR INCOME TAXES





NET LOSS

$

(30,018)

$

(11,617)

$

(41,635)





NET LOSS PER SHARE: BASIC AND DILUTED

$

(0.00)

$

(0.00)

$

(0.00)





WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

4,149,891 

4,149,891 















See accompanying notes to financial statements.







13




MODERN PVC INC.

 (A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF STOCKHOLDERS EQUITY





Common Stock



Additional Paid-in

Deficit Accumulated during the Development

Total Stockholders


Shares

Amount

Capital

Stage

Equity







Inception, July 12, 2011

-

$

-

$

-

$

$







Shares issued for cash at $0.001 per share

4,000,000

4,000

-

4,000 







Shares issued for cash at $0.01

per share

2,400,000

2,400

21,600


24,000 







Net loss for the year ended January 31, 2013

-

-

-

(11,617)

(11,617)







Balance, January 31, 2013

6,400,000

$

6,400

$

21,600

$

(11,671)

$

16,383 













Net loss for the year ended

January 31, 2014

-

-

-

(30,018)

(30,018)







Balance, January 31, 2014

6,400,000

$

6,400

$

21,600

$

(41,635)

$

13,635 

















See accompanying notes to financial statements.





14




MODERN PVC INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS




For the year ended

 January 31, 2014

For the period from July 12, 2011 (Inception) to January 31, 2013

For the period from July 12, 2011 (Inception) to January 31, 2014

CASH FLOWS FROM OPERATING ACTIVITIES




Net loss for the period

$

(30,018)

$

(11,617)

$

(41,635)

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

CASH FLOWS USED IN OPERATING ACTIVITIES

(28,018)

(13,617)

(41,635)





CASH FLOWS FROM FINANCING ACTIVITIES  




Proceeds from sale of common stock

28,000 

28,000 

Loans from director

5,250 

8,549 

13,799 

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

5,250 

36,549 

41,779 





NET INCREASE IN CASH

22,768 

22,932 

165 

Cash, beginning of period

22,932 

Cash, end of period

$

165 

$

22,932 

$

165 





SUPPLEMENTAL CASH FLOW INFORMATION:




Interest paid

$

$

$

Income taxes paid

$

$

$














See accompanying notes to financial statements.




15




NOTE 1 ORGANIZATION AND NATURE OF BUSINESS


Modern PVC Inc. was incorporated under the laws of the State of Nevada on July 12, 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 persons homes or businesses. Also, we are planning to develop our dealer network to resell fabric membrane.

  

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 accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the years ending January 31, 2014 and 2013 and from July 12, 2011 (inception) through January 31, 2014.


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 $165 of cash and cash equivalents as of January 31, 2014 and $ 22,932 of cash and cash equivalents as of January 31, 2013.


Fair Value of Financial Instruments

The Companys 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.


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.




16




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 Companys 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 Companys 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 January 31, 2014.


Comprehensive Income

The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances.  When applicable, the Company would 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.


Going Concern

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 January 31, 2014.  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 managements 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.


Recent Accounting Pronouncements

Modern PVC Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Companys results of operations, financial position or cash flow.


NOTE 3 LOAN FROM DIRECTOR


On October 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 October 31, 2012, director loaned $3,000 to the Company.

On October 1, 2012, director loaned $ 1,800 to the Company.

On August 6, 2013, director loaned $ 1,600 to the Company.

On August 29, 2013, director loaned $ 2,100 to the Company.

On December 03, 2013, director loaned $1,550 to pay off company expenses.

The loans are unsecured, non-interest bearing and due on demand.


The balance due to the director was $13,799 as of January 31, 2014.





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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.

On January 28, 2013, the Company issued 2,400,000 shares of common stock for cash proceeds of $24,000 at $0.01 per share.


There were 6,400,000 shares of common stock issued and outstanding as of January 31, 2014.


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 January 31, 2014, the Company had net operating loss carry forwards of approximately $41,635 that may be available to reduce future years taxable income in varying amounts through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.


The provision for Federal income tax consists of the following:



January 31, 2013

January 31, 2014

Federal income tax benefit attributable to:



Current Operations

$           3,763

$           14,156

Less: valuation allowance

(3,763)

(14,156)

Net provision for Federal income taxes

$                    0

$                    0


The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:



January 31, 2013

January 31, 2014

Deferred tax asset attributable to:



Net operating loss carryover

$           3,763

$           14,156

Less: valuation allowance

(3,763)

(14,156)

Net deferred tax asset

$                    0

$                    0


Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $41,635 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.







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NOTE 7 SUBSEQUENT EVENTS


In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations from January 31, 2014 to the date these financial statements were issued (March 11, 2014), and has determined that it does not have any material subsequent events to disclose in these financial statements.




Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure


None.


Item 9A(T). Controls and Procedures


Managements Report on Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control 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. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Companys internal control over financial reporting as of January 31, 2014 using the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").


A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of January 31, 2014, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

 

1.

We do not have an Audit Committee While not being legally obligated to have an audit committee, it is the managements view that such a committee, including a financial expert member, is an utmost important entity level control over the Companys financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over managements activities.


2.

We did not maintain appropriate cash controls As of January 31, 2014, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Companys bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.


3.

We did not implement appropriate information technology controls As at January 31, 2014, the Company retains copies of all financial data and material agreements; however there is no formal procedure or



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evidence of normal backup of the Companys data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.


Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the companys internal controls.


As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of January 31, 2014 based on criteria established in Internal ControlIntegrated Framework issued by COSO.




Changes in Internal Control over Financial Reporting


There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of January 31, 2014, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


This annual report does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only managements report in this annual report.



PART III


Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company


DIRECTORS AND EXECUTIVE OFFICERS


 

The name, address and position of our present officers and directors are set forth below:



Name and Address of Executive

   Officer and/or Director

 

Age

 

Position

 

 

 

 

 

Vadims Horosevskis

51-01 39th Avenue Unit HH-12

Sunnyside NY 11104

 

42

 

President, Secretary, Treasurer and Director















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Vadims Horosevskis has acted as our President, Secretary, Treasurer and sole Director since our incorporation on July 14, 2011.Mr. Horosevskis has more than 8 year of construction and home improvement related experience. From January 2013 to present Vadims Horosevskis devoted his time to researching PVC membrane installation industry. He researched information in books and on internet. He also traveled to different European country to study business there. From April 2009 till present, Mr.Horosevskis has been owner of "US Locks and Safe", a private company in Chicago IL. From 2005- 2009 Mr. Horosevskis has worked at Stockholm, Sweden as an independent builder contractor. His responsibilities were managing and supervising various constrictions projects.



AUDIT COMMITTEE

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 have no operations, at the present time, we believe the services of a financial expert are not warranted.


SIGNIFICANT EMPLOYEES

 

We have no employees other than our sole director, Vadims Horosevskis who currently devotes approximately twenty hours per week to company matters. We intend to hire employees on an as needed basis.




Item 11. Executive Compensation


The following tables set forth certain information about compensation paid, earned or accrued for services by our President, and Secretary and all other executive officers (collectively, the Named Executive Officers) from inception on July 14, 2011 until January 31, 2014.




SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary (US$)

Bonus (US$)

Stock Awards (US$)

Option Awards (US$)

Non-Equity Incentive Plan Compensation (US$)

Nonqualified Deferred Compensation Earnings (US$)

All Other Compensation (US$)

Total (US$)

Vadims Horosevskis

2013

0

0

0

0

0

0

0

0

President

2014

0

0

0

0

0

0

0

0




There are no current employment agreements between the company and its sole officer. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.




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CHANGE OF CONTROL


As of January 31, 2014, we had no pension plans or compensatory plans or other arrangements that provide compensation in the event of a termination of employment or a change in our control.





Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


The following table provides certain information regarding the ownership of our common stock, as of January 31, 2014 and as of the date of the filing of this annual report by:

 

 

 

each of our executive officers;

 

 

each director;

 

 

each person known to us to own more than 5% of our outstanding common stock; and

 

 

all of our executive officers and directors and as a group.









Title of Class

 

Name and Address of

Beneficial Owner

 

Amount and Nature of 

Beneficial Ownership

 

Percentage

 

 

 

 

 


 



Common Stock

 

Vadims Horosevskis

51-01 39th Avenue Unit HH-12 Sunnyside, NY 11104

 

4,000,000 shares of common stock (director)





 


62%






The percent of class is based on 6,400,000 shares of common stock issued and outstanding as of the date of this annual report.



Item 13. Certain Relationships and Related Transactions


During the year ended January 31, 2014, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.


Item 14. Principal Accountant Fees and Services 




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During fiscal year ended January 31, 2014, we incurred approximately $5,500 in fees to our principal independent accountants for professional services rendered in connection with the audit of our financial statements and for the reviews of our financial statements for the quarters ended April 30, 2013, July 31, 2013, and October 31, 2013.


.

Item 15. Exhibits


The following exhibits are filed as part of this Annual Report.



Exhibits:


31.1

Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act


31.2   

Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act


32.1   

Certification   of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act






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: April 15, 2014

By: /s/ Vadims Horosevskis  


Vadims Horosevskis, President and Chief Executive Officer and Chief Financial Officer



                                       

     

                    







          



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