China Xuefeng Environmental Engineering Inc. - FORM 10-Q

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EX-31 - CERTIFICATIONS - China Xuefeng Environmental Engineering Inc.	ex31.htm
EX-32 - CERTIFICATIONS - China Xuefeng Environmental Engineering Inc.	ex32.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[x] Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended October 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, December 20, 2012: Common Stock – 10,300,000

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		14
Item 3. Quantitative and Qualitative Disclosure About Market Risk		16
Item 4. Controls and Procedures		16

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

NYC MODA, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

			April 30, 2012
ASSETS	October 31, 2012 (Unaudited)		(Derived from audited financial statements)

Current assets:
Cash	$	-	$	18,954

Other assets
Inventory		985		985


TOTAL ASSETS	$	985	$	19,939

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued expenses	$	1,877		$	-
Loans from director and shareholder		24,250			600

Total current liabilities		26,127			600

Stockholders’ equity:
Common stock, $0.001 par value per share,
75,000,000 shares authorized, and 10,300,000 shares issued and outstanding		10,300			10,300
Additional paid-in capital		24,700			24,700
Deficit accumulated during development stage		(60,142	)		(15,661	)

Total stockholders’ equity		(25,142	)		19,339

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	985		$	19,939

See accompanying notes to financial statements.

NYC MODA, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS (UNAUDITED)

													For the Period From
													March 30, 2011
	For the Three Months Ended						For the Six Months Ended						(Inception) to
	October 31, 2012			October 31, 2011			October 31, 2012			October 31, 2011			October 31, 2012 (Cumulative )

Revenues	$	-		$	-		$	-		$	-		$	-

Operating expenses:
General and administrative		27,606			1,534			44,481			8,457			60,142

Gain (loss) from operations		(27,606	)		(1,534	)		(44,481	)		(8,457	)		(60,142	)

Other income (expense):		-			-			-			-			-

Income (loss) before
provision for income taxes		(27,606	)		(1,534	)		(44,481	)		(8,457	)		(60,142	)

Provision for income tax		-			-			-

Net income (loss)	$	(27,606	)	$	(1,534	)	$	(44,481	)	$	(8,457	)	$	(60,142	)

(Loss) per common share, basic and diluted (Note 2)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)

Weighted average shares outstanding, basic and diluted		10,300,000			9,000,000			10,300,000			9,000,000			9,585,436

See accompanying notes to financial statements.

NYC MODA, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE PERIOD FROM MARCH 30, 2011 (INCEPTION) TO OCTOBER 31, 2012

			Additional		Deficit Accumulated During
	Common		Paid-in		Development
	Stock		Capital		Stage			Total

Balance at March 30, 2011 (inception)	$	-	$	-	$	-		$	-
Sales of common stock		9,000		-		-			9,000
Net (loss)		-		-		(41	)		(41	)

Balance, April 30, 2011		9,000		-		(41	)		8,959
Sales of common stock		1,300		24,700		-			26,000
Net (loss)		-		-		(15,620	)		(15,620	)

Balance, April 30, 2012		10,300		24,700		(15,661	)		19,339
Net income		-		-		(44,481	)		(44,481	)

Balance, October 31, 2012	$	10,300	$	24,700	$	(60,142	)	$	25,142

See accompanying notes to financial statements.

NYC MODA, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS (UNAUDITED)


	For the Six Months Ended						For the Period From March 30, 2011 (Inception) to October 31, 2012
	October 31, 2012			October 31, 2011			(Cumulative )

Cash flows from operating activities:
Net income (loss)	$	(44,481	)	$	(8,458	)	$	(60,142	)
Adjustments to reconcile net loss to net cash
Provided by (used in) operating activities
Change in operating assets and liabilities:
Inventory		-			(985	)		(985	)
Accrued expenses and other current liabilities		1,877			-			1,877

Net cash (used in) operating activities		(42,604	)		(9,443	)		(59,250	)

Cash flows from financial activities:
Sales of common stock		-			-			35,000
Loans from director and shareholder		23,650			600			24,250

Net cash (provided by) financing activities		23,650			600			59,250

Net increase (decrease) in cash		(18,954	)		(8,843	)		-
Cash, beginning of period		18,954			8,959			-

Cash, end of period	$	-		$	116		$	-

See accompanying notes to financial statements.

NYC MODA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED

OCTOBER 31, 2012 AND OCTOBER 31, 2011

AND PERIOD FROM MARCH 30, 2011 (INCEPTION) TO OCTOBER 31, 2012

GENERAL

Organization and Business Nature

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 world.

2.	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 Accounting and Presentation

The unaudited interim financial statements of the Company as of October 31, 2012 and for the three and six months ended October 31, 2012 and October 31, 2011 and the period from March 30, 2011 (inception) to October 31, 2012, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission (the “SEC”) which apply to interim financial statements. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The results of operations for the three and six months ended October 31, 2012 are not necessarily indicative of the results to be expected for future quarters or for the year ending April 30, 2013.

Certain information and disclosures normally included in the notes to financial statements have been condensed or omitted as permitted by the rules and regulations of the SEC, although the Company believes the disclosure is adequate to make the information presented not misleading. The accompanying unaudited financial statements should be read in conjunction with the audited financial statements of the Company for the period from ended April 30, 2012.

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

The Company accounts for income taxes in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes, which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred tax assets and liabilities represent the future tax consequence for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. At October 31, 2012 and April 30, 2012, the Company has established full valuation allowances against deferred tax assets, recognized for operating losses, due to the uncertainty in realizing their benefits. At October 31, 2012, the Company had $60,142 of unused operating losses expiring in 2032.

The Company adopted the provisions of FASB ASC 740-10-25. The provisions prescribe a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns and require that uncertain tax positions are evaluated in a two-step process.

No income taxes or interest were paid as of October 31, 2012.

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.

Inventory

Inventories consisting of books are stated at the lower of cost or market determined by first-in, first-out method.

The Company establishes a reserve to mark down its inventory for estimated unmarketable inventory equal to the difference between the cost of inventory and the estimated net realizable value based on assumptions about age of the inventory, future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory markdowns may be required. There was no allowance for excessive or unusable inventory as of October 31, 2012 and April 30, 2012.

Basic Income (Loss) per Share

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

Comprehensive Income

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

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.

3.	LOANS FROM DIRECTOR AND SHAREHOLDER

Loans from director and shareholder represent advances to the Company that are due on demand, non-interest bearing and unsecured.

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 October 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.

On August 29, 2012, the Company entered into a Stock Purchase Agreement (the “Agreement”) between two individuals (each individually a “Seller”, and collectively, the “Sellers”), and four individuals (each individually a “Purchaser”, and collectively, the “Purchasers”). The closing of the transactions (the “Closing”) contemplated by the Agreement occurred and consummated on September 12, 2012. Pursuant to the Agreement, the Sellers sold to the Buyers, and the Buyers agree to purchase from the Sellers, 9,050,000 shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company, constituting approximately 87.86% of the issued and outstanding Common Stock, for an aggregate purchase price of $65,000.

5. COMMITMENTS AND CONTNGENCIES

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.

6. 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 October 31, 2012. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

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

7. SUBSEQUENT EVENTS

On November 27, 2012, a share exchange agreement (“Share Exchange Agreement”) was signed among the Company, Zhenxing Liu, the majority shareholder of NYC Moda prior to this transaction (“Majority Shareholder”), and the shareholders of Inclusion Business Limited (“Inclusion”), a British Virgin Islands company (“Inclusion Shareholders”). The closing of the transaction (“Closing”) took place on November 27, 2012 (“Closing Date”).

On the Closing Date, pursuant to the terms of the Share Exchange Agreement, the Company acquired 100% of the issued and outstanding shares of Inclusion from the Inclusion Shareholders in exchange for the transfer of 7,895,000 shares of the Company (the “Exchange Shares”). On the Closing Date, Inclusion became a wholly-owned subsidiary of the Company.

The share exchange transaction constituted a reverse takeover transaction. Inclusion is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized.

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.

Recent Development

We were organized in the state of Nevada on March 30, 2011. We were initially created to engage in the business of clothing distribution. Since its inception, we were a development stage company and has not earned any revenue.

On August 29, 2012, we entered into a Stock Purchase Agreement (the “Agreement”) between two individuals (each individually a “Seller”, and collectively, the “Sellers”), and four individuals (each individually a “Purchaser”, and collectively, the “Purchasers”). The closing of the transactions (the “Closing”) contemplated by the Agreement occurred and consummated on September 12, 2012. Pursuant to the Agreement, the Sellers sold to the Buyers, and the Buyers agree to purchase from the Sellers, 9,050,000 shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company, constituting approximately 87.86% of the issued and outstanding Common Stock, for an aggregate purchase price of $65,000.

Results of Operations

To date, we have not generated any revenues. For the three months ended October 31, 2012, we had general and administrative expenses of $27,606, resulting in net loss from operations of $27,606. For the six months ended October 31, 2012, we had general and administrative expenses of $44,481, resulting in net loss from operations of $44,481.

For the three months ended October 31, 2011, we had general and administrative expenses of $1,534, resulting in net loss from operations of $1,534. For the six months ended October 31, 2011, we had general and administrative expenses of $8,457, resulting in net loss from operations of $8,457.

For the period from March 30, 2011 (inception) through October 31, 2012, we had general and administrative expenses of $60,142, resulting in net loss from operations of $60,142 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 October 31, 2012, we didn’t had any cash on hand. The only asset was inventory of $985, resulting in total assets of $985.

For the period from March 30, 2011 (inception) through October 31, 2012, we had totally cash used for operation of $59,250.

For the period of six months ended October 31, 2011 we had totally cash used for $9,443 for operation. The cash inflow from financial activity was a loan of $600 from our director. We did not conduct any investing activities for the six months ended October 31, 2011.

For the six months ended October 31, 2012, our net cash used from operating activities of $42,604. The cash inflow from financial activities was a director loan of $23,650. We didn’t conduct any investing activities for the six months ended October 31, 2012.

For the period from March 30, 2011 (inception) through October 31, 2012, we received $35,000 from the sale of common stock and totally $24,250 from a director loan. As a result, we had net cash provided by financing activities of $59,250.

Off-Balance Sheet Arrangements

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 or results 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 October 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 October 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 October 31, 2011 to 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.

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.

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: December 21, 2012

By: /s/ Zhenxing LIU

Zhenxing LIU Principal Executive Officer

Principal Financial Officer, Director

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