UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K /A
(Amendment No.1)
[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)
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Nevada (State or Other Jurisdiction of Incorporation or Organization) | 1700 (Primary Standard Industrial Classification Number) | EIN 99-0368969 (IRS Employer Identification Number) |
51-01 39 th 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
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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.
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TABLE OF CONTENTS
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| PART 1 |
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ITEM 1 | Description of Business | 4 |
ITEM 1A | Risk Factors | 6 |
ITEM 2 | Description of Property | 6 |
ITEM 3 | Legal Proceedings | 6 |
ITEM 4 | Submission of Matters to a Vote of Security Holders | 6 |
| PART II |
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ITEM 5 | Market for Common Equity and Related Stockholder Matters | 7 |
ITEM 6 | Selected Financial Data | 7 |
ITEM 7 | Management's Discussion and Analysis of Financial Condition and Results of Operations | 8 |
ITEM 7A | Quantitative and Qualitative Disclosures about Market Risk | 10 |
ITEM 8 | Financial Statements and Supplementary Data | 11 |
ITEM 9 | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | 20 |
ITEM 9A (T) | Controls and Procedures | 20 |
| PART III |
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ITEM 10 | Directors, Executive Officers, Promoters and Control Persons of the Company | 22 |
ITEM 11 | Executive Compensation | 23 |
ITEM 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 23 |
ITEM 13 | Certain Relationships and Related Transactions | 24 |
ITEM 14 | Principal Accountant Fees and Services | 24 |
| PART IV |
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ITEM 15 | Exhibits | 24 |
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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 39 th 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.
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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:
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Meets fire regulations
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Easy to clean
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Performs well in humid environments
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Lightweight
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Resists bacteria and mold growth
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Improve thermal & sound insulation
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Emits no odor or fumes
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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, 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.
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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. previously had an agreement with European Home Development Inc ., whereby European Home Development Inc. w ould use Modern PVC Inc. as an independent contractor for installing stretch ceiling in European Home Development Inc. constructed property. However, this contract expired in November 2012 and no business was ever done with European Home Development Inc.
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.
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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 company ’ s 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.
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.
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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.
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.
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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.
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.
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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.
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Item 8. Financial Statements and Supplementary Data
MODERN PVC INC.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
Report of Independent Registered Public Accounting Firm | 12 |
Balance Sheets as of January 31, 2014 and 2013 | 13 |
Statements of Operations for the Year Ended January 31, 2014 and from July 14, 2011 (Date of Inception) to January 31, 2013 and 2014 | 14 |
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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 |
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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 | 16 |
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Notes to the Consolidated Financial Statements | 17 |
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HARRIS & GILLESPIE CPAS, PLLC
CERTIFIED PUBLIC ACCOUNTANT ’ S
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 Company ’ s 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 company ’ s 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. Management ’ s 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 CPA ’ S, PLLC
Seattle, Washington
March 11, 2014
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MODERN PVC INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
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ASSETS | January 31, 2014 | January 31, 2013 |
Current Assets |
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Cash and cash equivalents | $ 165 | $ 22,932 |
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Other Current Assets | - | $ 2,000 |
Inventory |
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Total Assets | $ 165 | $ 24,932 |
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LIABILITIES AND STOCKHOLDERS ’ EQUITY |
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Liabilities |
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Current Liabilities |
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Accrued expenses | $ 0 | $ 0 |
Loan from director | 13,799 | 8,549 |
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Total Liabilities | 13,799 | 8,549 |
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Stockholders ’ Equity |
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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 |
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Total Liabilities and Stockholders ’ Equity | $ 165 | $ 24,932 |
See accompanying notes to financial statements.
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MODERN PVC INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
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| 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 |
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REVENUES | $ 984 | $ 0 | $ 984 |
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OPERATING EXPENSES |
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Business License and Permits | - | 549 | 549 |
Bank fees | 173 | 406 | 579 |
General and administrative expenses | 30,829 | 10,662 | 41,491 |
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TOTAL OPERATING EXPENSES | 31,002 | 11,617 | 42,619 |
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NET LOSS FROM OPERATIONS | (30,018) | (11,617) | (41,635) |
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PROVISION FOR INCOME TAXES | 0 | 0 | 0 |
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NET LOSS | $ (30,018) | $ (11,617) | $ (41,635) |
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NET LOSS PER SHARE: BASIC AND DILUTED | $ (0.00) | $ (0.00) | $ (0.00) |
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | 4,149,891 | 4,149,891 |
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See accompanying notes to financial statements.
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MODERN PVC INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS ’ EQUITY
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| Common Stock | Additional Paid-in | Deficit Accumulated during the Development | Total Stockholders ’ | |
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Inception, July 12, 2011 | - | $ - | $ - | $ - | $ - |
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Shares issued for cash at $0.001 per share | 4,000,000 | 4,000 | - | - | 4,000 |
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Shares issued for cash at $0.01 per share | 2,400,000 | 2,400 | 21,600 | - | 24,000 |
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Net loss for the year ended January 31, 2013 | - | - | - | (11,617) | (11,617) |
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Balance, January 31, 2013 | 6,400,000 | $ 6,400 | $ 21,600 | $ (11,671) | $ 16,383 |
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Net loss for the year ended January 31, 2014 | - | - | - | (30,018) | (30,018) |
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Balance, January 31, 2014 | 6,400,000 | $ 6,400 | $ 21,600 | $ (41,635) | $ 13,635 |
See accompanying notes to financial statements.
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MODERN PVC INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
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| 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 |
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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: |
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Increase (decrease) in accrued expenses | 0 | 0 | 0 |
CASH FLOWS USED IN OPERATING ACTIVITIES | (28,018) | (13,617) | (41,635) |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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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 |
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NET INCREASE IN CASH | 22,768 | 22,932 | 165 |
Cash, beginning of period | 22,932 | 0 | 0 |
Cash, end of period | $ 165 | $ 22,932 | $ 165 |
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SUPPLEMENTAL CASH FLOW INFORMATION : |
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Interest paid | $ 0 | $ 0 | $ 0 |
Income taxes paid | $ 0 | $ 0 | $ 0 |
See accompanying notes to financial statements.
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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 person’s 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 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.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
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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 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 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.
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:
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
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| January 31, 2013 | January 31, 2014 |
Deferred tax asset attributable to: |
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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
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “ SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.
In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer who also serves as our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are not effective as of January 31, 2014 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer/principal financial officer to allow timely decisions regarding required disclosure.
Evaluation of and Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company. Management, with the participation of our principal executive officer/principal financial officer, has evaluated the effectiveness of our internal control over financial reporting as of January 31, 2014 based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that, as of January 31, 2014, our internal control over financial reporting is not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
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To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework. This annual report on Form 10-K/A does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.
Changes in Internal Control over Financial Reporting
There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations
Our management, including our Principal Executive Officer/Principal Financial Officer, does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
1) | Because of the Company's small number of people and its inherent limitations, internal control over financial reporting still may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
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2) | The Company does not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is the management’s view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over the Company’s financial statements. |
A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting A material weakness is a deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) auditing standard 5) or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has determined that a material weakness exists due to the items stated above, resulting from the Company’s limited resources and personnel.
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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:
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Name and Address of Executive Officer and/or Director |
| Age |
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Vadims Horosevskis 51-01 39 th 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.
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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
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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.
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:
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| 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. |
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Title of Class |
| Name and Address of Beneficial Owner |
| Amount and Nature of Beneficial Ownership |
| Percentage |
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Common Stock |
| Vadims Horosevskis 51-01 39 th Avenue Unit HH-12 Sunnyside, NY 11104 |
| 4,000,000 shares of common stock (director) |
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| 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.
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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
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
Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act
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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.
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| MODERN PVC INC. |
Dated: January 26, 2015 | By: /s/ Craig Wiita |
| Craig Wiita , President and Chief Executive Officer and Chief Financial Officer |
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302 CERTIFICATION
I, Craig Wiita , certify that:
1. I have reviewed this report on Form 10-K of Modern PVC Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures, to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant ’ s internal control over financial reporting that occurred during the registrant ’ s most recent fiscal quarter (the registrant ’ s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant ’ s internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant ’ s auditors and the audit committee of the registrant ’ s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: January 26, 2015
/s/ Craig Wiita
Craig Wiita
Chief Executive Officer
Chief Financial Officer
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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned officer of Modern PVC Inc. (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Yearly Report on Form 10-K /A for the year ended January 31, 2014 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Craig Wiita
Craig Wiita
Chief Executive Officer
Chief Financial Officer
January 26, 2015
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