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EX-31.1 - EXHIBIT 31.1 - Modern PVC Incexhibit311.htm



 

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, 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)


 5635 N Scottsdale Rd., Suite 170

Scottsdale, AZ 85250

(480) 729-6235

 (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 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 [X  ]  No [  ]


Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A



1




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 December 5, 2014

Common Stock: $0.001

6,400,000




2





MODERN PVC, INC.

FORM 10-Q

October 31, 2014

INDEX


PART I-- FINANCIAL INFORMATION


 

 

 

 

 

 

Item 1.

Financial Statements (Unaudited)

 

 

   Balance Sheet

4

 

   Statement of Operation

5

 

   Statement of Cash Flow

6

 

   Notes to Financial Statements

7

Item 2.

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

11

Item 3

Quantitative and Qualitative Disclosures About Market Risk

14

Item 4.

Controls and Procedures

14


PART II-- OTHER INFORMATION


 

 

 

 

 

 

Item 1

Legal Proceedings

15

Item 1A

Risk Factors

15

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

15

Item 3.

Defaults Upon Senior Securities

15

Item 4.

Mine Safety Disclosures

15

Item 5.

Other Information

15

Item 6.

Exhibits

15

 

 

 

 

SIGNATURES

16







3




MODERN PVC INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS



 

 

 

ASSETS

 

October 31, 2014         (Unaudited)


January 31, 2014 (Audited)

Current Assets

 

 

Cash and cash equivalents

$

27 

$

165 

 

 

 

Other Current Assets

Total Assets

$

27 

$

165 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

Liabilities

 

 

Current Liabilities

 

 

Accrued expenses

$

2,900 

$

Loan from director

1,750 

13,799 

 

 

 

Total Liabilities

4,650 

13,799 

 

 

 

Stockholders’ Equity

 

 

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

6,400 

6,400 

Additional paid in capital

39,000 

21,600 

Deficit accumulated during the development stage

(50,023)

(41,635)

Total Stockholders’ Equity

(4,623)

13,635 

 

 

 

Total Liabilities and Stockholders’ Equity

$

27 

$

165 


See accompanying notes to financial statements.



4




MODERN PVC INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(Unaudited)


 

 

 

 

 

 

For the three months ended October 31, 2014

For the three months ended

October 31, 2013

For the nine months ended

October 31, 2014

For the nine months ended  October 31, 2013

 

 

 

 

 

REVENUES

$

$

$

$

984 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

3,442 

3,722 

8,388 

30,904 

 

 

 

 

 

TOTAL OPERATING EXPENSES

3,442 

3,722 

8,388 

30,904 

 

 

 

 

 

NET LOSS FROM OPERATIONS

(3,442)

(3,722)

(8,388)

(29,920)

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

 

 

 

 

NET LOSS

$

(3,442)

$

(3,722)

$

(8,388)

$

(29,920)

 

 

 

 

 

NET LOSS PER SHARE: BASIC AND DILUTED

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.01)

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

6,400,000 

4,149,891 

6,400,000 

4,149,891 


See accompanying notes to financial statements.



5




MODERN PVC INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(Unaudited)


 

 

 

 

For the nine months ended

 October 31, 2014

For the nine months ended October 31, 2013

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

Net loss for the period

$

(8,388)

$

(29,920)

Adjustments to reconcile net loss to net cash (used in) operating activities:

Note Payable

1,750 

Loan from director

(13,799)

Inventory

2,000 

Changes in assets and liabilities:

 

 

Increase (decrease) in accrued expenses

2,900 

1,500 

CASH FLOWS USED IN OPERATING ACTIVITIES

(17,537)

(26,419)

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES  

 

 

Additional paid in capital

17,399 

3,700 

Loans from director

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

17,399 

3,700 

 

 

 

NET INCREASE IN CASH

(138)

(22,720)

Cash, beginning of period

165 

22,932 

Cash, end of period

$

27 

$

212 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

Interest paid

$

$

Income taxes paid

$

$


See accompanying notes to financial statements.




6




MODERN PVC INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2014 (Unaudited)


NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS


Modern PVC Inc. was incorporated under the laws of the State of Nevada on July 12, 2011.   The Company 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, the Company is planning to develop our dealer network to resell fabric membrane.

  

NOTE 2 – SUMMARY OF SIGNIFICANT 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 quarter ending October 31, 2014. The Company has adopted a January 31 fiscal year end.


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 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 $27 of cash and cash equivalents as of October 31, 2014 and $ 165 of cash and cash equivalents as of January 31, 2014.


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.


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.



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Revenue Recognition

The Company would recognize any future revenues 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 July 31, 2014.


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 October 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 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.


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 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.


On March 28, 2014, director loaned $ 3,600 to pay for company expenses.


At October 31, 2014, director Craig Wiita had loaned $1,750 to pay for Company expenses.


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



8




The balance due to the director was $17,399 as of July 31, 2014.  As of October 31, 2014 the balance due to the former director had been forgiven and is no longer outstanding and only $1,750 is owing to director, Craig Wiita.


NOTE 4- RESIGNATION OF FORMER DIRECTORS


On July 17, 2014, the Company received the resignation notice of Vadims Horosevskis from all of his positions with the Company, including Director, President, Treasurer, and Secretary, and any other position or role with the Company.


Mr. Horosevskis’s resignation was not due to any disagreement with the Company on any matter relating to its operations, policies or practices.  On July 17, 2014, before resigning as Director, Mr. Horosevskis appointed Christopher Lugue as the Company’s new Director, President, Treasurer, and Secretary of  the Company.

 

Mr. Lugue, who is 41 years old, has since 2004 been a Vice President – Lending of Zambrano Financial Inc., Makati Philippines, a position that made him responsible for reviewing and making small business loans.  He received a Bachelor of Commerce in 1994 and a Master of Commerce in 1998, both from Ateneo University, Manila Philippines.  

 

Mr. Lugue will serve as our Director and officer until his duly elected successor is appointed or he resigns.  There are no arrangements or understandings between Mr. Lugue and any other person pursuant to which he was selected as an officer or director.  There are no family relationship between Mr. Lugue and any of our officers or directors.  Mr. Lugue has not held any other directorships in a company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.


On November 21, 2014, the Company received the resignation notice of Christopher Lugue from all of his positions with the Company, including Director, President, Treasurer, and Secretary, and any other position or role with the Company. Mr. Lugue’s resignation was not due to any disagreement with the Company on any matter relating to its operations, policies or practices.   On November 21, 2014, before resigning as Director, Mr. Lugue appointed Craig Wiita as the Company’s new Director, President, Treasurer, and Secretary of the Company.  

 

Mr. Craig S. Wiita is an independent gold mining professional with over 30 years’ experience of exploration, development, and production of alluvial placer gold deposits. He is the President of his own Company, Wiita Mining and Exploration located in Blythe, California where is has been operating a gold placer mining operation since 1987. Mr. Wiita also has experience operating a gold placer recovery plant, including supervision, bulk sampling, assaying, permitting and engineering.  Mr. Wiita has extensive experience in mine reclamation, environmental impact issues and all processes required by the State, local and Fed-B.L.M. (Bureau of Land Management) regulatory agencies. Mr. Wiita will act as the President and Director to MPVC.


Mr. Wiita will serve as our Director and officer until his duly elected successor is appointed or he resigns.  There are no arrangements or understandings between Mr. Wiita and any other person pursuant to which he was selected as an officer or director.  There are no family relationship between Mr. Wiita and any of our officers or directors.  Mr. Wiita is to receive a salary of $3,500 per month.  


Mr. Wiita is currently also the sole officer and director of Axium Technologies, Inc., which is a public company, traded on the OTC Markets PinkSheets under the symbol “AXGI” and has tendered his resignation to be effective December 1, 2014.  


NOTE 5 – 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.



9




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 October 31, 2014.


NOTE 6 – 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 7 – 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

$

$


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

$

$


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.


NOTE 8 – SUBSEQUENT EVENTS


In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations to the date the financials were issued, December 5, 2014 and identified the following event for disclosure:


The Company’s former address of:  51-01 39 th Avenue Unit HH-12 Sunnyside, NY 11104 was changed to the new Corporate address of:  5635 N Scottsdale Rd., Suite 170 Scottsdale, AZ 85250.



10




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.


As of December 6, 2014 our principal office address is located at 5635 N Scottsdale Rd., Suite 170 Scottsdale, AZ 85250 and our new telephone number is (602) 455-1240.  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 that 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



11




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, 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.


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.



12




Three and Nine Months Period Ended October 31, 2014 and 2013


Our net loss for the three months periods ended October 31, 2014 and 2013 were $3,442 and $3,722.  During the three months periods ended October 31, 2014 and 2013 we have not generated any revenues.


Our net loss for the nine months periods ended October 31, 2014 and 2013 were $8,388 and $29,920.  During the nine months period ended October 31, 2013 we generated $984 of revenues, while during the nine month period ended October 31, 2014 we have not generated any revenues.


The weighted average number of shares outstanding was 6,400,000 during the three and nine months ended October 31, 2013 and 2014.


Liquidity and Capital Resources

Three Months Period Ended October 31, 2014  


As at October 31, 2014, our total assets were $27 compared to $165 in total assets at January 31, 2014. Total assets were comprised of $27 in cash. As at October 31, 2014, our current liabilities were $4,650.  Stockholders’ equity (deficit) was $(4,623) as of October 31, 2014 compare to stockholders' equity (deficit) of $(13,635) as of January 31, 2014.   


Cash Flows from Operating Activities


We have not generated positive cash flows from operating activities. For the nine months period ended October 31, 2014, net cash flows used in operating activities was $(17,537). For the nine months period ended October 31, 2013, net cash flows used in operating activities was $(26,419).  


Cash Flows from Investing Activities


For the nine months periods ended October 31, 2014 and 2013, the company has not generated any cash flows.


Cash Flows from Financing Activities

For the nine months period ended October 31, 2014, the Company generated $17,399 from additional paid in capital.  For the nine months period ended October 31, 2013, the Company did not generated $3,700 from the sale of common stock.  


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.



13




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, 2014 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 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 July 31, 2014. 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 July 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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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


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.




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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: December 11, 2014

By: /s/ Craig Wiita_________________________

 

Craig Wiita, President and Chief Executive Officer and Director




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