Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.Financial_Report.xls
EX-31 - EXHIBIT 31 - China Xuefeng Environmental Engineering Inc.nycmoda10q1q12ex31.htm
EX-32 - EXHIBIT 32 - China Xuefeng Environmental Engineering Inc.nycmoda10q1q12ex32.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R2.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R7.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R5.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R8.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R1.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R9.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R3.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R4.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R6.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R28.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R17.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R19.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R15.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R22.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R25.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R23.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R14.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R18.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R30.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R29.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R24.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R27.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R10.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R13.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R32.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R16.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R21.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R31.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R12.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R33.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R26.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R34.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R20.htm
XML - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.R11.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


AMENDMENT 1 to

FORM 10-Q


[x] Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended July 31, 2012


-OR-


[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934 for the transaction period from _________ to________


Commission File Number      333-175483


NYC Moda Inc.

(Exact name of Registrant

in its charter)


Nevada

 

99-0364975

(State or Other Jurisdiction of Incorporation or Organization)

 

(I.R.S. Employer Identification Number)


547 N. Yale Avenue

Villa Park, IL

 

60181

(Address of Principal Executive Offices)

 

(Zip Code)


Registrant's Telephone Number, Including Area Code: (347) 690-0196


Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [x] No [ ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [ ]   No [ ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerate filer, or a small reporting company as defined by Rule 12b-2 of the Exchange Act):





Large accelerated filer        [  ]

 

Non-accelerated filer             [  ]

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 Exchange Act).  Yes [x] No [ ]


The number of outstanding shares of the registrant's common stock, September 17, 2012:  Common Stock – 10,300,000


EXPLANATORY NOTE - AMENDMENT


The sole purpose of this Amendment to the Registrant’s Quarterly Report on Form 10-Q for the period ended July 31, 2012 is to furnish the Interactive Data File exhibits pursuant to Rule 405 of Regulation S-T.


No other changes have been made to the 10-Q, and this Amendment has not been updated to reflect events occurring subsequent to the filing of the 10-Q.


2




NYC MODA INC.

FORM 10-Q

INDEX


PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements (Unaudited)

 

Page

  Balance Sheets

 

4

  Statements of Operations

 

5

  Statement of Stockholders’ Equity

 

6

  Statements of Cash Flows

 

7

  Notes to Financial Statements

 

8

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

 

12

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

 

15

Item 4.  Controls and Procedures

 

15


PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

 

17

Item 1A. Risk Factors

 

17

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

 

17

Item 3.  Defaults Upon Senior Securities

 

17

Item 4.  Mine Safety Disclosures

 

17

Item 5.  Other Information

 

17

Item 6.  Exhibits

 

17

 

 

 

SIGNATURES

 

18


3



NYC MODA INC.

(A Development Stage Company)

Balance Sheets

 

 

 

 

 

 

 

July 31, 2012

 

April 30, 2012

ASSETS

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

Cash

 

$2,079

 

$18,953

Total current assets

2,079

 

18,953

 

Other assets

 

 

 

 

Inventory

985

 

985

 

Total other assets

985

 

985

Total Assets

$3,064

 

$19,939

 

 

 

 

 

LIABILITIES &

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

Director Loan

600

 

600

Total Liabilities

$600

 

$600

 

 

 

 

 

Stockholders' Equity

 

 

 

Common stock, $.001 par value;

 

 

 

75,000,000 shares authorized;

 

 

 

10,300,000

 

 

 

shares issued and outstanding

10,300

 

10,300

Additional paid in capital

24,700

 

24,700

Deficit accumulated during the dev. stage

(32,536)

 

(15,661)

 

 

 

 

 

Total Stockholders' Equity

2,464

 

19,339

 

 

 

 

 

Total Liabilities and Stockholders' Equity

$3,064

 

$19,939

 

 

 

 

 

Period From

 

 

 

 

 

March 30, 2011

 

Three Months

 

Three Months

 

(Inception)

 

Ended

 

Ended

 

Through

 

July 31,2012

 

July 31,2012

 

July 31,2012

 

 

 

 

 

 

Revenue - related party

$           -

 

$          -

 

$           -

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

General and administrative

16,875

 

6,923

 

32,536

 

16,875

 

6,923

 

32,536

 

 

 

 

 

 

Gain (loss) from operations

(16,875)

 

(6,923)

 

(32,536)

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

-

 

-

 

-

 

 

 

 

 

 

Income (loss) before

 

 

 

 

 

provision for income taxes

(16,875)

 

(6,923)

 

(32,536)

 

 

 

 

 

 

Provision for income tax

-

 

-

 

-

 

 

 

 

 

 

Net income (loss)

$(16,875)

 

$(6,923)

 

$(32,536)

 

 

 

 

 

 

Net income (loss) per share

 

 

 

 

 

(Basic and fully diluted)

$(0.00)

 

$(0.00)

 

 

 

 

 

 

 

 

Weighted average number of

 

 

 

 

 

common shares outstanding

9,379,167

 

9,000,000

 

 



The accompanying notes are an integral part of these financial statements.


5




NYC MODA INC.

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS’ EQUITY


 

 

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

Common Stock

 

During The

Stock-

 

 

 

 

 

 

Amount

Paid In

Development

holders'

 

 

 

 

Shares

 

$.001 Par

Capital

Stage

Equity

 

 

 

 

 

 

 

 

 

 

 

Balances at March 30, 2011 (inception)

 -

 

 $        -

 $        -

 $          -

 $        -

 

 

 

 

 

 

 

 

 

 

 

Sales of common stock ($0.001 par)

 

 9,000,000

 

 9,000

 -

 

 9,000

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) for the period

 

 

 

 

 (41)

 (41)

 

 

 

 

 

 

 

 

 

 

 

Balances at April 30, 2011

 9,000,000

 -   

 $ 9,000

 $        -

 $      (41)

 $8,959

 

 

 

 

 

 

 

 

 

 

 

Sales of common stock ($0.02)

 1,300,000

 

 1,300

 24,700

 

 26,000

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) for the period

 

 

 

 

 (15,620)

 (15,620)

 

 

 

 

 

 

 

 

 

 

 

Balances at April 30, 2012

 10,300,000

 -   

 $10,300

 24,700

 (15,661)

 19,339

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) for the period

 

 

 

 

 (16,875)

 (16,875)

 

 

 

 

 

 

 

 

 

 

 

Balances at July 31, 2012

 10,300,000

 -   

 $10,300

 $24,700

 $(32,536)

 $2,464


The accompanying notes are an integral part of these financial statements.


6




NYC MODA INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS


 

Three Months Ended

July 31, 2012

Three Months Ended

July 31, 2011

Period from March 30, 2011 (Inception) to July 31, 2012

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

Net loss for the period

$      (16,875)

$        (6,923)

$      (32,536)

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

 

 

 

 

 

 

 

Changes in assets and liabilities:

 

 

 

Increase (decrease) in accrued expenses

0

0

0

Net Cash Used in Operating Activities

(16,875)

(6,923)

(32,536)

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

Inventory

0

(985)

(985)

Net Cash Used in Investing Activities

0

(985)

(985)

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES  

 

 

 

Proceeds from sale of common stock

0

0

35,000

Loans from shareholder

0

0

600

Net Cash Provided by Financing Activities

0

0

35,600

 

 

 

 

Net Increase (Decrease) in Cash

(16,875)

(7,908)

2,079

Cash, beginning of period

18,953

 8,959

 0

Cash, end of period

$          2,079                  

$          1,051          

$           2,079        

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

Interest paid

$                  0

$                  0

$                  0

Income taxes paid

$                  0

$                  0

$                  0


The accompanying notes are an integral part of these financial statements.


7



NYC MODA INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS


NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS


NYC MODA INC. (the "Company”) was incorporated under the laws of the State of Nevada on March 30, 2011.  We are a development-stage company in business of distributing designers clothing and footwear from established brands to customers around the word.


NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES


Development Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.


Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.


Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting).  The Company has adopted an April 30 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.


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


8



NYC MODA INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS


NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Continued)


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 of the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.


Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.


Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options.


Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of July 31, 2012.


Comprehensive Income

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


9



NYC MODA INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS


NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Continued)


Recent Accounting Pronouncements

NYC Moda 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 TO THE COMPANY


On September 15, 2011 the director loaned $600 to the Company.  The amount is due on demand, non-interest bearing and unsecured.


NOTE 4 – COMMON STOCK


The Company has 75,000,000, $0.001 par value shares of common stock authorized.


On April 4, 2011, the Company issued 9,000,000 shares of common stock for cash proceeds of $9,000 to Ilona Svinta at $0.001 per share, constituting 87.38% of total issued and outstanding shares of the Company as of July 31, 2012.


On January 25, 2012 the Company issued 1,300,000 shares of common stock for cash proceeds of $26,000 at $0.02 per share.

 

There were 10,300,000 shares of common stock issued and outstanding as of July 31, 2012.


NOTE 5 – COMMITMENTS AND CONTINGENCIES


The Company neither owns nor leases any real or personal property. An officer has provided office services without charge.  There is no obligation for the officer to continue this arrangement.  Such costs are immaterial to the financial statements and accordingly are not reflected herein.  The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.


NOTE 6 – INCOME TAXES


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


10



NYC MODA INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS


NOTE 6 – INCOME TAXES (Continued)


provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.


NOTE 7 – GOING CONCERN


The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  However, the Company had no revenues as of July 31, 2012.  The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.


Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.


NOTE 8 – SUBSEQUENT EVENTS


In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to July 31, 2012 and to August 27, 2012 the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.


11




Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations


Forward-Looking Statements

This Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. These statements include those concerning the following:  Our intentions, beliefs and expectations regarding the fair value of all assets and liabilities recorded; our strategies; growth opportunities; product development and introduction relating to new and existing products; the enterprise market and related opportunities; competition and competitive advantages and disadvantages; industry standards and compatibility of our products; relationships with our employees; our facilities, operating lease and our ability to secure additional space; cash dividends; excess inventory, our expenses; interest and other income; our beliefs and expectations about our future success and results; our operating results; our belief that our cash and cash equivalents will be sufficient to satisfy our anticipated cash requirements, our expectations regarding our revenues and customers; investments and interest rates.  These statements are subject to risk and uncertainties that could cause actual results and events to differ materially.


The registrant is a clothing distribution company.  We plan to purchase clothing from USA based companies and sell it overseas.  We plan to develop websites that will display a variety of products and prices.  Our performance will be significantly affected by changes in general economic conditions and, specifically, shifts in consumer confidence and spending.  Additionally, our performance will be affected by competition.  Management believes that as the industry continues to consolidate, competition with respect to price will intensify.  Such a heightened competitive pricing environment will make it increasingly important for us to successfully distinguish us from competitors based on quality and superior service and operating efficiency.


We are currently not aware of any other known material trends, demands, commitments, events or uncertainties that will have, or are reasonable likely to have, a material impact on our financial condition, operating performance, revenues and/or income, or results in our liquidity decreasing or increasing in any material way.


Results of Operations

To date, we have not generated any revenues.  For the three months ended July 31, 2012, we had general and administrative expenses of $16,875, resulting in net loss from operations of $16,875.


12



For the three months ended July 31, 2011, we had general and administrative expenses of $6,923, resulting in net loss from operations of $6,923.


For the period from March 30, 2011 (inception) through July 31, 2012, we had general and administrative expenses of $32,536, resulting in net loss from operations of $32,536.  Our expenses consisted mainly of basic operating expenses and legal and accounting expenses necessary to complete filings with the Securities and Exchange Commission.


Liquidity and Capital Resources


To date, we have not generated any revenues.  As of July 31, 2012, we had cash on hand of $2,079, with inventory of $985, resulting in total assets of $3,064.


For the period from March 30, 2011 (inception) through July 31, 2012, we invested $985 in inventory, resulting in net cash used for investing activities of $985 for the period.


For the period of three months ended July 31, 2011 we invested $985 in inventory, resulting in net cash used for investing activities of $985 for the period.  We did not conduct any investing activities for the three months ended July 31, 2012


For the three months ended July 31, 2012 and 2011, our net cash provided by financing activities was $0.


For the period from March 30, 2011 (inception) through July 31, 2012, we received $35,000 from the sale of common stock and $600 from a director loan.  As a result, we had net cash provided by financing activities of $35,600.


As a public entity, subject to the reporting requirements of the Exchange Act of 1934, we incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements.  We estimate that these costs could range up to $46,080 per year for the next few years and will be higher if our business volume and activity increases but lower during the first year of being public because we have not yet completed development of our product line, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002.


Plan of Operations


Our specific goal is to profitably sell clothing.


Our plan of operations is as follows:


13



1) Our plan is to establish an office in NYC at future date (after our 12-month plan of operation). For now we plan to establish presence in NYC by establishing just a mailing address for $60 per month.


We believe that this sufficient for our purposes at this time. We do not believe that we will need to obtain additional office space at the present time, but we anticipate requiring additional office space in the future once our operations expand.  We do not require any warehouse or shipping facilities in New York due to our relationship with NJDist.Biz who has agreed to store our inventory.


2) We are planning to build up our inventory.


3) We are planning to launch our site www.nycmodainc.com in English for Indian customers. Our plan is to find during this period representative in India for Indian customer payment center and execute agreements with them.


4) We will develop an eBay store at http://stores.ebay.com. Premium Store monthly subscription costs $50. We can list more than 250 items a month in Fixed Price. Also we will promote www.nycmodainc.com on “stores.ebay.com”.


5) We are going to hire an independent contractor to update our web site daily and for online marketing of our web site. This company will have to update daily our web site to add new items for sale and take out sold items. We will also feature a forum on our web site where people can share their buying experience. We will try to improve our service based on customer’s feedback.  Our goal is to create emailing list of potential buyers.  Our web site will have sigh up page for daily deals. Customer has to sign up to get emails with “Daily Deal”.  We hope this strategy will add sales incentive and create a reason for customers to return to our site.


6) An independent contractor will do the following online marketing to promote our services:

-  Display Advertising: Display advertising involves the use of web banners or banner ads placed on a third-party website to drive traffic to a company's own website and increase product awareness.

-  Email Marketing: sending promotional emails directly to customers.

-  Interactive Advertising: Interactive advertising involves the use of animations and other graphic techniques to create ads that engage the viewer and invite participation.

-  Search Engine Marketing: Search Engine Optimization, paid placement, and paid inclusion are search engine marketing techniques that companies can use to increase their visibility in the search engine page results from Google and its competitors.


14



7) We plan to launch a second internet shop in Russian for Russian customers. Our plan is to find a Russian representative for the Russian customer payment center and execute agreement with them to perform online advertising of our site on Russian search engines.


We are going to launch a third internet shop in Spanish for Argentinian customers. Our plan is to find an Argentinian representative for the Argentina customer payment center who will do online advertising of our site on Argentina’s search engines.


We are going to launch a fourth internet shop in Portuguese for Brazilian customers. Our plan is to find a Brazilian representative for the Brazilian customer payment center.  Our independent contractor will do online advertising of this site on Brazilian search engines.


If we are unable to attract customers to buy our product we may have to suspend or cease operations. If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything else.


Ilona Svinta, our chief executive officer, will be devoting approximately 50% of her time to our operations.  Once we expand operations, and are able to attract more and more customers to buy our product, Mrs. Svinta has agreed to commit more time as required. Because Mrs.Svinta will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a cessation of operations.


Item 3. Quantitative and Qualitative Disclosures About Market Risk


Not applicable for a smaller reporting company.


Item 4. Controls and Procedures.


During the three months ended July 31, 2012, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Evaluation of Disclosure Controls and Procedures


Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of July 31, 2011.  Based on this evaluation, our chief executive officer and chief principal financial officer have concluded such controls and procedures to be effective as of July 31, 2011 to


15



ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


16



PART II - OTHER INFORMATION


Item 1.   Legal Proceedings

None


Item 1A.  Risk Factors

Not applicable for smaller reporting company.


Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

None


Item 3.   Defaults Upon Senior Securities

None


Item 4.   Mine Safety Disclosures

Not applicable


Item 5.   Other Information

None


Item 6.   Exhibits


Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**   XBRL Instance Document

101.SCH**   XBRL Taxonomy Extension Schema Document

101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**   XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

*  Filed herewith

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.


17




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.


Dated: September 17, 2012


By:   /s/Ilona Svinta

Ilona Svinta

Principal Executive Officer, Controller

Principal Financial Officer, Director



18