Registration No. 333-__________
As filed with the Securities and Exchange Commission on July 12, 2011


                             UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549
                        _______________________
  
                                 FORM S-1


           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        _______________________

                               NYC MODA INC.
           (Exact name of registrant as specified in its charter)

                                                                 
          Nevada                            5600                  99-0364975                
(State or other jurisdiction of  (Primary Standard Industrial  (I.R.S. Employer
incorporation or organization)       Classification Code)      Identification No.) 

 
                             547 N Yale Avenue 
                             Villa Park IL 60181 
                                (347)690-0196
            (Address, including zip code, and telephone number,
      including area code, of registrant's principal executive offices)
                        ___________________________

                                Ilona Svinta
                             547 N Yale Avenue  
                             Villa Park IL 60181 
                                 (347)690-0196
              (Address, including zip code, and telephone number,
                   including area code, of agent for service)
                        ___________________________

                                  Copies to:
                                Jody M. Walker
                                Attorney At Law 
                            7841 South Garfield Way
                              Centennial, CO 80122 
                               Phone 303-850-7637      
                                 Fax 303-482-2731

Approximate date of commencement of proposed sale to the public: As 
soon as practicable after this registration statement becomes 
effective.

If any of the securities being registered on this Form are to be 
offered on a delayed or continuous basis pursuant to Rule 415 under the 
Securities Act of 1933, please check the following box: [  ]





2 If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ] If this form is a post-effective registration statement filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ] If this form is a post-effective registration statement filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ ] CALCULATION OF REGISTRATION FEE PROPOSED PROPOSED TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION REGISTERED REGISTERED PER SHARE OFFER PRICE FEE Common Stock(1)(2) 4,000,000 $ .02 $80,000 $9.29 --------- ------- ----- Total 4,000,000 $80,000 $9.29 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) and (o) of the Securities Act. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.
3 Preliminary Prospectus Dated July 12, 2011 Subject to Completion NYC MODA INC. Up to a Maximum of 4,000,000 Common Shares At $0.02 per Common Share This is the initial offering of common stock of NYC Moda and no public market currently exists for the securities being offered. We are offering for sale up to a maximum of 4,000,000 common shares at a fixed price of $.02 per common share. There is no minimum number of common shares that must be sold by us for the offering to proceed, and we will retain the proceeds from the sale of any of the offered common shares. There is no minimum amount of shares that we must sell in our direct offering, and therefore no minimum amount of proceeds will be raised. No arrangements have been made to place funds into escrow or any similar account. Ilona Svita, an officer and director of NYC Moda, intends to sell the common shares directly. No commission or other compensation related to the sale of the common shares will be paid to Mrs. Svinta. The intended methods of communication include, without limitations, telephone, and personal contact. NYC Moda is a development stage company and currently has limited operations. Any investment in the shares offered herein involves a high degree of risk. You should only purchase common shares if you can afford a loss of your investment. Our independent registered public accountant has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern. There is no market for our securities. Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market. Consider carefully the risk factors beginning on page 6 in this prospectus. Neither the SEC nor any state securities commission has approved these common shares or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
4 TABLE OF CONTENTS Page ---- Prospectus Summary 5 Risk Factors 7 Forward Looking Statements 13 Source and Use of Proceeds 14 Determination of Offering Price 14 Dilution 14 Management's Discussion and Analysis of Financial Condition and Results of Operations 15 Description of Business 21 Directors, Executive Officers, Promoters and Control Persons 25 Certain Relationships and Related Transactions 27 Security Ownership of Certain Beneficial Owners and Management 27 Plan of Distribution 28 Market for Common Equity and Related Stockholder Matters 29 Description of Securities 33 Experts 34 Legal Proceedings 34 Legal Matters 34 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 34 Where You Can Find More Information 34 Financial Statements 35
5 PROSPECTUS SUMMARY To understand this offering fully, you should read the entire prospectus carefully, including the risk factors beginning on page 6 and the financial statements. General NYC Moda was incorporated under the laws of the state of Nevada on March 30, 2011. Our principal executive offices are located at 547 N Yale Avenue, Villa Park IL 60181. Our phone number is (347)690-0196. Operations We are a development stage company, formed to distribute designers' clothing and footwear from established brands. We plan on selling designers clothing, apparel and footwear via an internet shop. Our plan is to sell hi-end fashion from various New York City retailers to customers around the word. Our primary targets will be emerging developing markets in Brazil, Argentina, Russia and India. We are planning to execute agreements with our representatives in India, Russia, Brazil and Argentina during first six months of our operation. We have developed our business plan, purchased some inventory from USA based company: www.liquidation.com, and executed an agreement with NJDist.Biz. We anticipate that we will derive our income from buying clothing at discounted prices and resell it via an internet shop with product to be delivered by mail. We do not anticipate earning revenues until such time as we enter into commercial operation. Since we are presently in the development stage of our business, we can provide no assurance that we will successfully assemble, construct and sell any products or services related to our planned activities.
6 From inception until the date of this filing, we have had no revenues and very limited operating activities. Our financial statements from inception March 30, 2011 through the year ended April 30, 2011, report no revenues and a net loss of $41. In their opinion on our financial statements as of April 30, 2011, and the related statements of operations stockholders' equity and cash flows for the period from March 30, 2011(inception) through April 30, 2011, our auditors have indicated that there is substantial doubt about our ability to continue as a going concern Market for our common stock Our common stock is not quoted on a market or securities exchange. We cannot provide any assurance that an active market in our common stock will develop. We intend to quote our common shares on a market or securities exchange. Common shares outstanding prior to Offering 9,000,000 Common shares being offered 4,000,000 Duration of the offering The offering shall terminate on the earlier of: (i) the date when the sale of all 4,000,000 common shares is completed; (ii) one year from the date of this prospectus; or (iii) prior to one year at the sole determination of the board of directors. Use of Proceeds We will use the proceeds of this offering to website developing, marketing, office expense, shipping, independent contractor fees and inventory.
7 RISK FACTORS Our business is subject to numerous risk factors, including the following. Risks Associated with Our Business 1. We are a development stage company but have not yet commenced significant operations. We expect to incur operating losses for the foreseeable future. We were incorporated on March 30, 2011 and, to date, have been involved primarily in organizational activities. We have not yet commenced business operations. Further, we have not yet fully developed our business plan, or our management team, nor have we targeted or assembled any real or intangible property rights. Accordingly, we have no way to evaluate the likelihood that our business will be successful. We have not earned any revenues as of the date of this prospectus. Potential investors should be aware of the difficulties normally encountered by new internet sales companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business, and additional costs and expenses that may exceed current estimates. Prior to having an inventory of clothing to sell, we anticipate that we will incur increased operating expenses without realizing any revenues. We expect to incur significant losses into the foreseeable future. We recognize that if the effectiveness of our business plan is not forthcoming, we will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail. 2. Without the funding from this offering, we will be unable to implement our business plan. Our current operating funds are not sufficient to complete our intended business plan. We will need the funds from this offering to commence activities that will allow us to begin seeking financing of our business plan. As of April 30, 2011, we had cash in the amount of $8,959 and liabilities of $0. We currently do not have any significant operations and we have no income.
8 3. We have yet to earn revenue and our ability to sustain our operations is dependent on our ability to raise financing. As a result, there is substantial doubt about our ability to continue as a going concern. We have accrued net losses of $41 for the period from our inception on March 30, 2011 to the year ended April 30, 2011, and have no revenues to date. Our future is dependent upon our ability to obtain financing and upon future profitable operations from our acquisition development, and management of real and intangible property and the provision of expertise. Further, the finances required to fully develop our plan cannot be predicted with any certainty and may exceed any estimates we set forth. These factors raise substantial doubt that we will be able to continue as a going concern. Our independent registered public accountant has expressed substantial doubt about our ability to continue as a going concern. This opinion could materially limit our ability to raise funds. If we fail to raise sufficient capital, we will not be able to complete our business plan. As a result we may have to liquidate our business and you may lose your investment. You should consider our independent registered public accountant's comments when determining if an investment in NYC Moda is suitable. If we experience a shortage of funds prior to funding during the next 12 months, we may utilize funds from Ilona Svinta, our sole officer and director, who has informally agreed to advance funds to allow us to pay for professional fees, including fees payable in connection with the filing of this registration statement and operation expenses, however she has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. We will require the funds from this offering to proceed. If we are successful in raising the funds from this offering, we plan to commence activities to raise the funds required for the development program. We cannot provide investors with any assurance that we will be able to raise sufficient funds to proceed with any work or activities of the development program. 4. Because we plan to export clothing overseas, we could be affected by disruptions in delivery. Because we intend to export new clothing and deliver them directly to our potential customers in foreign countries, disruptions in shipping deliveries may affect us. Deliveries of our products may be disrupted through factors such as: (i) work stoppages, strikes and political unrest; (ii) problems with ocean shipping, including work stoppages and shipping container shortages; (iii) increased inspections of import shipments or other factors causing delays in shipments; and (iv) economic crises, international disputes and wars. Any of the foregoing disruptions could disrupt our operations and lead to a complete loss of your investment.
9 5. If we do not attract customers, we will not make a profit, which will ultimately result in a cessation of operations. We currently have no customers to purchase any goods or services from us. We have not identified any customers and we cannot guarantee we ever will have any customers. Even if we obtain customers, there is no guarantee that we will generate a profit. If we cannot generate a profit, we will have to suspend or cease operations. You are likely to lose your entire investment if we cannot sell clothing at prices which generate a profit. 6. The clothing industry is cyclical and is sensitive to changing economic conditions. Our business could be adversely impacted by the current industry and general economic slowdown or recession. Sales of quality clothing historically have been subject to substantial cyclical variation characterized by periods of oversupply and weak demand. We believe that many factors affect the industry, including - consumer confidence in the economy, - the level of personal discretionary spending, - interest rates, - fuel prices, - credit availability and - unemployment rates. At this time, we cannot predict the severity or duration of the slowdown and we cannot assure that our business will not be materially adversely affected if it continues or worsens. Accordingly, you are likely to lose your entire investment if the current slump in internet sales continues. 7. We operate in a highly competitive environment. If we are unable to successfully compete in the fashion industry, the financial condition of our business could be materially adversely affected. We operate in a highly competitive environment. Our competition includes small and midsized companies, and many of them may sell the same clothing in our markets at competitive prices. Other competitors include private market buyers and sellers of new clothing. Highly competitive environment could materially adversely affect our business, financial condition, results of operations, cash flows and prospects. 8. Changing retail prices could negatively affect our business operations. Any significant changes in retail prices for new clothing could reduce our sales and margins. If any of our competitors seek to gain or retain market share by reducing prices for new clothing, we would likely reduce our prices in order to remain competitive, which could result in a decrease in our sales and profitability and require a change in our operating strategies.
10 9. We will rely on independent third-party transportation providers for substantially all of our merchandise shipments. We could be subject to increased shipping cost as well as the potential inability of our third-party transportation providers to deliver on a timely basis. We currently rely upon independent third-party transportation providers for substantially all of our merchandise shipments, including shipments to and from all of our stores. Our utilization of these delivery services for shipments is subject to risks, including increases in fuel prices, which would increase our shipping costs, labor strikes and inclement weather, which may impact a shipping company's ability to provide delivery services that adequately meet our shipping needs. If we change the shipping companies we use, we could face logistical difficulties that could adversely affect deliveries and we would incur costs and expend resources in connection with such change. Moreover, we may not be able to obtain terms as favorable as those received from our current third-party transportation providers which in turn would increase our costs. 10. Our sole officer and director will own 69.23% or more of our outstanding common stock if the maximum offering is obtained. Our sole officer and director will make and control corporate decisions that may be disadvantageous to minority shareholders. If the maximum offering shares is sold, Ilona Svinta, our sole officer and director, will own 69.23% of the outstanding shares of our common stock. Accordingly, she will have significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of Mrs. Svinta may differ from the interests of the other stockholders and may result in corporate decisions that are disadvantageous to other shareholders. 11. There is no minimum offering amount or separate escrow account. You may lose your investment. There is no minimum offering amount. Your funds will not be placed in an escrow or trust account. Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. If a creditor sues us and obtains a judgment against us, the creditor could garnish the bank account and take possession of the subscriptions. As such, it is possible that a creditor could attach your subscription which could preclude or delay the return of money to you. Further, our sole officer and director will have the power to appropriate the $80,000 we raise. As such, they could take the funds without your knowledge for their own use. If that happens, you will lose your investment and your funds will be used to pay creditors.
11 12. Currency rate fluctuations may have a negative effect on our profitability. We will endeavor to source our potential clients around the world, so we are likely to be affected by changes in foreign exchange rates. To protect our business, we may enter into foreign currency exchange contracts with major financial institutions to hedge the overseas purchase transactions and limit our exposure to those fluctuations. If we are not able to successfully protect ourselves against those currency rate fluctuations, then our profits on the products subject to those fluctuations would also fluctuate and could cause us to be less profitable or incur losses, even if our business is doing well. RISKS ASSOCIATED WITH THIS OFFERING 13. We do not meet the requirements for our stock to be quoted on NASDAQ, American Stock Exchange or any other senior exchange and the tradability in our stock will be limited under the penny stock regulation. The liquidity of our common stock is restricted as our common stock falls within the definition of a penny stock. Under the rules of the Securities and Exchange Commission, if the price of the registrant's common stock on the OTC Bulletin Board is below $5.00 per share, the registrant's common stock will come within the definition of a "penny stock." As a result, the registrant's common stock is subject to the "penny stock" rules and regulations. Broker- dealers who sell penny stocks to certain types of investors are required to comply with the Commission's regulations concerning the transfer of penny stock. These regulations require broker-dealers to: - Make a suitability determination prior to selling penny stock to the purchaser; - Receive the purchaser's written consent to the transaction; and - Provide certain written disclosures to the purchaser. These requirements may restrict the ability of broker/dealers to sell the registrant's common stock, and may affect the ability to resell the registrant's common stock. 14. We are selling this offering without an underwriter and may be unable to sell any common shares. This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our President, who will receive no commissions. She will offer the shares to friends, family members, and business associates, however, there is no guarantee that she will be able to sell any of the shares. Unless she is successful in selling all of the shares and we receive the proceeds from this offering, we may have to seek alternative financing to implement our business plan.
12 15. We do not have a public market in our securities. If our common stock has no active trading market, you may not be able to sell your common shares at all. We do not have a public market for our common shares. Our securities are not traded on any exchange. We cannot assure you that an active public market will ever develop. Consequently, you may not be able to liquidate your investment in the event of an emergency or for any other reason. 16. The costs to meet our reporting and other requirements as a public company subject to the Exchange Act of 1934 will be substantial and may result in us having insufficient funds to expand our business or even to meet routine business obligations. If we become a public entity, subject to the reporting requirements of the Exchange Act of 1934, we will 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 $35,000 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 our overall business volume will be lower, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. As a result, we may not have sufficient funds to grow our operations. 17. We have not yet adopted of certain corporate governance measures. As a result, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters. The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities which are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than necessary, we have not yet adopted these measures. Because our sole director is non-independent, we do not currently have independent audit or compensation committees. As a result, the sole director has the ability, among other things, to determine her own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.
13 18. We may be unsuccessful in implementing required internal controls over financial reporting. We are not currently required to comply with the SEC's rules implementing Section 404 of the Sarbanes-Oxley Act of 2002, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC's rules implementing Section 302 of the Sarbanes-Oxley Act of 2002, which will require our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. We will not be required to make our first assessment of our internal control over financial reporting until the year following our first annual report required to be filed with the SEC. To comply with the requirements of being a public company, we will need to create information technology systems, implement financial and management controls, reporting systems and procedures and contract additional accounting, finance and legal staff. Any failure to develop or maintain effective controls, or any difficulties encountered in our implementation of our internal controls over financial reporting could result in material misstatements that are not prevented or detected on a timely basis, which could potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. Ineffective internal controls could cause investors to lose confidence in our reported financial information. 19. Should we have troubles raising the appropriate capital to continue operations, our ability to complete projects will be dependent upon a verbal lending agreement with Mrs. Svinta, and will be limited by her personal budget. If we are unable to raise sufficient capital to continue operations, we have a verbal agreement with Mrs. Svinta that states that she will lend the company funds out of her personal budget to fund projects that she deems necessary, as determined on a project-by-project basis. As a result, we cannot guarantee that Mrs. Svinta will approve of or have the ability to fund any proposed project. FORWARD LOOKING STATEMENTS This prospectus contains forward-looking statements that involve risk and uncertainties. We use words such as "anticipate", "believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us.
14 SOURCE AND USE OF PROCEEDS Our offering is being made on a self-underwritten basis. There is no minimum offering amount. The offering price per share is $0.02. The following table sets forth the uses of proceeds assuming the sale of 100%, 75%, 50% and 25% respectively, of the securities offered for sale by NYC Moda. There is no assurance that we will raise the full $80,000 as anticipated. Funding Level $80,000 $60,000 $40,000 $20,000 Offering Expenses 9,000 9,000 9,000 9,000 ------- ------- ------- ------- Net proceeds $71,000 $51,000 $31,000 $11,000 Website developing $ 4,000 $ 3,000 $ 2,000 $ 1,000 Marketing, advertising contractor fee 24,000 20,000 14,000 3,000 Office setup 500 500 500 500 Shipping, independent contractor fees 3,500 2,500 1,500 750 Inventory of clothing 35,000 22,500 11,000 4,000 Working Capital 4,000 2,500 2,000 1,750 ------- ------- ------- ------- Net proceeds expended $71,000 $51,000 $31,000 $11,000 ======= ======= ======= ======= The above figures represent only estimated costs. We will establish a separate bank account and all proceeds will be deposited into that account. If necessary, Ilona Svinta, our sole officer and director, has verbally agreed to loan up to $20,000 to NYC Moda to complete the registration process but we will require full funding to implement our complete business plan. DETERMINATION OF OFFERING PRICE The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plan. Accordingly, the offering price should not be considered an indication of the actual value of the securities. DILUTION The price of the current offering is fixed at $0.02 per common share. This price is significantly higher than the price paid by our sole director and officer for common equity since inception on March 30, 2011. Ilona Svinta, our sole officer and director, paid $.001 per share for the 9,000,000 common shares
15 Assuming completion of the offering, there will be up to 13,000,000 common shares outstanding. The following table illustrates the per common share dilution that may be experienced by investors at various funding levels. Funding Level $80,000 $60,000 $40,000 $20,000 Offering price $0.02 $0.02 $0.02 $0.02 Net tangible book $0.001 $0.001 $0.001 $0.001 value per common share before offering Increase per common 0.006 0.005 0.004 0.002 share attributable ------ ------ ------ ------ to investors Pro forma net tangible $0.007 $0.006 $0.005 $0.003 book value per common share after offering Dilution to investors $0.013 $0.014 $0.016 $0.017 Dilution as a 65% 70% 80% 85% percentage of offering price Based on 9,000,000 common shares outstanding as of April 30, 2011 and total stockholder's equity of $8,959 utilizing audited April 30, 2011 financial statements. Since inception, the officers, directors, promoters and affiliated persons have paid an aggregate average price of $.001 per common share in comparison to the offering price of $.02 per common share. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Our cash balance is $8,959 as of April 30, 2011. We believe our cash balance is not sufficient to fund our limited levels of operations for any period of time. We have been utilizing and may utilize funds from Ilona Svinta, our Chairman, President, and Secretary, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees. Mrs. Svinta, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to achieve our business plan goals, we will need the funding from this offering. We are a development stage company and have generated no revenue to date. Our independent registered public accountant has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have
16 not generated revenues and no revenues are anticipated until we complete our initial business development. There is no assurance we will ever reach that stage. To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to expand operations but we cannot guarantee that once we expand operations we will stay in business after doing so. If we are unable to successfully find customers we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering. Plan of Operation We believe we can satisfy our cash requirements during the next 12 months. We will not be conducting any product research or development. We do not expect to purchase or sell plant or significant equipment. Further we do not expect significant changes in the number of employees. We expect to complete our public offering within 180 days after the effectiveness of our registration statement by the Securities and Exchange Commissions. We intend to concentrate our efforts on raising capital during this period. Our operations will be limited due to the limited amount of funds on hand. Once we complete our public offering we plan to do the following activities to expand our business operations. Upon completion of our public offering, our specific goal is to profitably sell clothing. Our plan of operations is as follows: 1st-2nd month Cost $2060 1) We are planning to have a mailing address at New York City. Estimate is approximately $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 due to our relationship with NJDist.Biz who has agreed to store our inventory. 2) We are planning to build up our inventory. Estimated cost is $2000. 3rd -4th month Cost $3000 We will continue to buy clothing inventory. Estimated cost is $3000. 6th-7th months Cost $1550-3050 1) 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 make agreement with them. Developing this page will cost approximately: $500-$1000
17 2) 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". 3) We are going to hire 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. Also our goal will be 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. Also 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. Estimated cost for independent contractor services is $1000-$2000 monthly. 7th-8th months Cost $5500-$6000 1) We plan to launch second internet shop in Russian for Russian customers. Our plan is to find during that period Russian representative for Russian customer payment center and execute agreement with them with view of performing online advertising of our site in Russian Search Engine. Our estimated cost for this is $500- $1,000. 2) We will continue to purchase inventory. Estimated cost is $5000. 8th-9th months Cost $500-$1000 We are going to launch third internet shop in Spanish for Argentina customers. Our plan is to find during that period Argentina's representative for Argentina customer payment center who will do online advertising of our site in Argentina's Search Engine. Our estimated cost for this is $500-$1000.
18 10th-12th months We are going to launching fourth internet shop in Portuguese for Brazil customers. Our plan is to find during that period Brazilian representative for Brazilian customer payment center. Our independent contractor will do online advertising of this site in Brazilian Search Engine. Our estimated cost for this is $500-$1000. Until we start to sell our goods, we do not believe that our operations will be profitable. 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. Results of Operations --------------------- From Inception on March 30 2011 to April 30, 2011 During the period we incorporated the company, prepared a business plan and executed an Agreement with NJDist.Biz. Our loss since inception is $41 for filing costs related to the incorporation of NYC Moda and cost of Nevada business license. We have not meaningfully commenced our proposed business operations and will not do so until we have completed this offering. Since inception, we have sold 9,000,000 shares of common stock to our sole officer and director for net proceeds of $9,000. Liquidity and Capital Resources ------------------------------- As of April 30, 2011, NYC Moda had $8,959 cash and our liabilities were $0. The available capital reserves of NYC Moda are not sufficient for us to remain operational for longer than nine months. Since inception, we have sold 9,000,000 common shares to our sole officer and director, at a price of $0.001 per share, for aggregate proceeds of $9,000. To meet a small part our need for cash, we are attempting to raise money from this offering. We cannot guarantee that we will be able to sell all the shares required. We will attempt to raise the necessary funds to proceed with all phases of our plan of operation. The sources
19 of funding we may consider to fund this work include a public offering, a private placement of our securities or loans from our director or others. As of the date of this registration statement, the current funds available to NYC Moda will not be sufficient to continue maintaining a reporting status. Our sole officer and director, Ilona Svinta, has indicated that she may be willing to provide funds required to maintain the reporting status in the form of a non-secured loan for the next twelve months as the expenses are incurred if no other proceeds are obtained by NYC Moda. However, there is no contract in place or written agreement securing this agreement. Management believes if NYC Moda cannot maintain its reporting status with the SEC, it will have to cease all efforts directed towards NYC Moda. As such, any investment previously made would be lost in its entirety. Going Concern ------------- Our auditors have issued a going concern opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year and have the capital resources required to cover the material costs with becoming a publicly reporting. NYC Moda anticipates over the next 12 months the cost of being a reporting public company will be approximately $15,000. We are highly dependent upon the success of the private offering of equity, as described herein. Therefore, the failure thereof would result in the need to seek capital from other resources such as taking loans, which would likely not even be possible for NYC Moda. However, if such financing were available, because we are a development stage company with no operations to date, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing. If NYC Moda. cannot raise additional proceeds via a private placement of its equity or debt securities, or secure a loan, we would be required to cease business operations. As a result, investors would lose all of their investment. Management believes that current trends toward lower capital investment in start-up companies, volatility in the clothing sales market pose the most significant challenges to our success over the next year and in future years. Additionally, we will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. Our management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the
20 Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations. Should we fail to sell less than all its shares under this offering, NYC Moda would be forced to scale back or abort completely the implementation of its 12-month plan of operation. Off-Balance Sheet Arrangements ------------------------------ We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. Limited Operating History; Need for Additional Capital ------------------------------------------------------ There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders. Significant Accounting Policies ------------------------------- Basis of Presentation NYC Moda reports revenues and expenses using the accrual method of accounting for financial and tax reporting purposes. Use of Estimates Management uses estimates and assumption in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Depreciation, Amortization and Capitalization NYC Moda records depreciation and amortization when appropriate using both straight-line and declining balance methods over the estimated useful life of the assets (five to seven years). Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.
21 Income Taxes NYC Moda accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." Under Statement 109, a liability method is used whereby deferred tax assets and liabilities are determined based on temporary differences between basis used of financial reporting and income tax reporting purposes. Income taxes are provided based on tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not, that NYC Moda will not realize the tax assets through future operations. Fair Value of Financial Instruments Financial Accounting Standards statements No. 107, "Disclosures About Fair Value of Financial Instruments", requires NYC Moda to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. NYC Moda's financial instruments consist primarily of cash. Per Share Information NYC Moda computes per share information by dividing the net loss for the period presented by the weighted average number of shares outstanding during such period. DESCRIPTION OF BUSINESS General ------- We were incorporated in the state of Nevada on March 30, 2011. We are in the business of clothing distribution. We plan to purchase clothing from USA based companies and sell it overseas. We plan to develop a website that will display a variety of product and prices. We have not generated any revenues and the only operation we have engaged in to date is purchasing some inventory from USA based company: www.liquidation.com consisting of New Women's Clothing- Dresses, and Jumpsuits, and executing an agreement with NJDist.Biz described below. Our principal office address is located at 547 N Yale Avenue, Villa Park IL 60181. Our telephone number is (347)690-0196. We are a development stage company and have not earned any revenue. It is likely that we will not be able to achieve profitability and will have to cease operations due to the lack of funding. Product ------- We are in the business of buying and selling clothing and accessories. Our sole officer and director, Ilona Svinta, has worked in fashion industry for the past 10. We will rely on her knowledge and expertise of the fashion industry in conducting our operations. Our service will include selling clothing, shipping and handling, and custom clearing if needed. Depending on the number of shares that we sell from this offering, we plan to keep a small inventory of clothing and
22 accessories. This inventory will consist of most popular models with highest turnover rate. We will display our inventory on our website. Our customers will be able to select clothing and accessories on our website according to their budget and preferences. Our customers will also be able to order clothing which is not displayed on our website by specifying the brand and needed size. We plan to offer our inventory at price marked-up 50% to 60% of our cost. Our customers will be asked to pay us the full price in advance. Website ------- Our website: www.nycmodainc.com will display information about us, our services, our prices, our terms, delivery time and other information. It will offer four language choices - English, Spanish, Portuguese and Russian) We plan to subscribe for a website search optimizing service to increase the frequency our website is displayed to our potential customers when they search any of the four lanaguages for key words such as "designer clothing", "fashion", "quality clothing". Our Source of Inventory ----------------------- Our plan is to purchase merchandise in bulk at discount prices and pass the savings to our customers. We plan to purchase our inventory from the following sources: Closeouts are a type of sale of goods below original manufacture cost that will no longer be carried or sold within the retail stores. The retail store changes its inventory seasonally; when they do this they remove all merchandise that had not sold within a period of time. Then they sell them in bulk at a loss under special agreements or contracts to jobber / closeout companies. Closeouts are mainly new items. Liquidations are type of sales of goods below original cost in order to settle debts or reduce amount of debt owed by a company converting merchandise in to cash. We are going to purchase from the following internet wholesalers: www.1fashionclothing.com. http://www.liquidation.com, www.overstock.com. We have opened reseller account with them. Retail shops in NYC ------------------- NYC retail shops are known for bargain prices sometimes as low as 70%- 80% of retail price. Usually it occurs before new season, when stores are trying to get rid of the inventory to clean up the space for new items. This is inventory should be popular in countries like Brazil and Argentina since they have opposite seasons than New York. When New York is getting rid of winter inventory, South America is in demand for winter clothing for the upcoming winter season. Our president will be in charge of selecting inventory from these NYC retail shops. Occasionally we may purchase clothing from www.ebay.com
23 Agreement with NJDist.Biz ------------------------- We have executed an agreement with NJDist.Biz to store and ship our inventory for NYC Moda. NJDist.Biz will act as our shipping agent. NJDist.Biz will: - pick up clothing from the Ney York stores, - deliver clothing to its warehouse, - store it and - ship it later at our request. Compensation will be 10% of the clothing value. The agreement is in force for six continuous months commencing on May 17, 2011, the effective date. Either party shall have the right to terminate this contract at will with 30 days' notice to the party opposite. Structure of our business We intend to establish a main office in NYC and four local internet shops with local payment centers operated by our partners. Main office: We are planning to open a small office in NYC. We are going to use our office and home space to store some of our inventory. When customer has items from different vendors we will combine those items in one international package and ship from our office to save on shipping costs. Responsibility of the main office: The main office will handle shipping to customers in their respective countries. Our vendors will send packages to our office and we will route them to our customers- some customers may have shipments from more than one vendor which we will have to combine into one shipment. Some inventory we will store temporary in our office. Our president also will purchase inventory in NYC fashion stores when they have sale at bargain prices. Main office will distribute commission payments to our overseas partners and deal with insurance claim with USPS if needed. Local payment centers: We are going to have partners in 4 countries: India, Brazil, Argentina and Russia. We hope that having local centers will reduce customers' inconvenience and safety concern of sending payment overseas. Our local partners will add convenience and peace of mind to our customers. Customer service will be provided in our clients' respective native languages. Responsibilities of the local centers: Local centers will receive and process payment, and provide customer service. They will also be in charge of transferring customers' payments to our NY office account. Marketing Our Services ---------------------- We intend to rely on our sole officer and director, Ilona Svinta to market our services and products. Our goal is to create solid customer base. 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. We intend to hire an outside web designer to assist us in
24 designing and building our website. We will strife to make shopping on our website easy and convenient by displaying colors, materials, and sizes. Our navigation will be intuitive and shopping cart will be easy to use. Shipping -------- We are planning to use the United States post office for our shipping and handling needs. Competition and industry overview --------------------------------- The US clothing industry includes about 100,000 stores with combined annual revenue of about $150 billion. The industry is concentrated: the fifty largest companies account for about sixty five percent of industry revenue. (Source http://www.businesswire.com) Personal income and fashion trends drive demand for clothing. The profitability of individual companies depends heavily on effective merchandising and marketing. Large companies can offer wide selections of clothing and have advantages in purchasing, distribution, and marketing. Most of our competitors have greater financial resources and may be able to withstand sales or price decreases better than we can. We may be unable to compete effectively, which could have a material adverse effect on our financial condition and results of operations. Insurance --------- We plan to purchase shipping insurance from USPS. We do not have any other insurance. Employees; Identification of Certain Significant Employees ---------------------------------------------------------- We are a development stage company and currently have no employees. Ilona Svinta, our sole officer and director, in a non-employee officer and director of the Company. We intend to hire employees on an as needed basis. Properties ---------- Our business office is located at 537 N Yale Avenue, Villa Park IL 60181. This is the office provided by our sole officer and director, Ilona Svinta. Our telephone number is (347)690-0196. This office consists of 200 square feet. We do not pay any rent to Mrs. Svinta and there is no agreement to pay any rent in the future. Upon the completion of our offering, we intend to establish an office in New York City. As of the date of this prospectus, we have not sought or selected a new office sight.
25 Government Regulation --------------------- We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the shipping requirements. DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS The names, ages and titles of our executive officers and directors are as follows: Name and Address of Execitove Officer and/or Director Age Position Term of Office Ilona Svinta 547 N. Yale Avenue Villa Park IL 60181 37 Chief Executive Officer Inception to Chief Financial Officer present and Director Ilona Svinta has acted as sole officer and director since our incorporation on March 30, 2011. During last five years, our president Ilona Svinta owned" Pietro Baldini", a clothing store located in Riga, Latvia. She has extensive experience relating to whether or not certain merchandise will be salable. She has knowledge and experience to keep her business running smoothly. She was attending merchandising classes to prepare her business to face many challenges ahead. Director Independence --------------------- Our board of directors is currently composed of one member, Ilona Svinta, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exists which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director's business and personal activities and relationships as they may relate to us and our management.
26 Significant Employees --------------------- We have no employees. Our sole officer and director, Ilona Svinta, is an independent contractor to us and currently devotes approximately twenty hours per week to company matters. After receiving funding pursuant to our business plan, Mrs. Svinta intends to devote as much time as necessary to manage the affairs of NYC Moda. Within the last ten years, Mrs .Svinta has not been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limited her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities. Mrs. Svinta has not been convicted in any criminal proceeding (excluding traffic violations) nor is she subject of any currently pending criminal proceeding. We conduct our business through agreements with consultants and arms- length third parties. Currently, we have no formal independent contractor or consulting agreements in place. Executive Compensation ----------------------- Management Compensation The following tables set forth certain information about compensation paid, earned or accrued for services by our chief executive officer and chief financial officer from inception on March 30, 2011 until April 30, 2011: Executive Officer Compensation Table Non- Non-qualified Equity Deferred All Name Incentive Compensa- Other and Stock Option Plan tion Compen- Principal Salary Bonus Awards Awards Compensation Earnings sation Total Position Year (US$) (US$) (US$) (US$) (US$) (US$) (US$) (US$) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) -------- ----- ------ ----- ------ ------ ------------ ---------- -------- ------ Ilona Svinta 2011 - - - - - - - - CEO and CFO
27 We have no employment agreements with our officer. We do not contemplate entering into any employment agreements until such time as we begin profitable operations. There are no current employment agreements between the company and its officers.
27 Mrs. Svinta currently devotes approximately twenty hours per week to manage the affairs of NYC Moda Inc. She has agreed to work with no remuneration until such time as NYC Moda Inc. receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be. There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any. Director Compensation --------------------- Our sole member of our board of directors is not compensated for his services as a director. The board has not implemented a plan to award options to our director. There are no contractual arrangements with member of the board of directors. We have no director's service contract. Director's Compensation Table Fees Earned Non- or Non-Equity qualified Paid Incentive Deferred in Stock Option Plan Compensation All Others Cash Awards Awards Compensation Earnings Compensation Total Name (US$) (US$) (US$) (US$) (US$) (US$) (US$) (a) (b) (c) (d) (e) (f) (g) (h) ----- ------ ------ ------ ------------ ----------- ------------ ----- Ilona Svinta 2011 - - - - - - Our director does not receive any compensation for serving as sole member of the board of directors. We have no plans to pay any directors compensation in 2011. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our officers, sole director and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the
28 sale of all shares in this offering. The stockholders listed below have direct ownership of their shares and possesses sole voting and dispositive power with respect to the shares. Percentage of Number of Ownership Shares After Percentage After the Number of of Offering Offering Shares Ownership Assuming all Assuming Name of Before Before of the all of the Beneficial the the Shares are Shares are Owner (1) Offering Offering Sold Sold ---------- --------- ---------- ----------- ----------- Ilona Svinta 9,000,000 100% 9,000,000 69.23% 547 N. Yale Avenue Villa Park, IL 60181 (1) Ilona Svinta, the sole officer and director, is the only promoter of the registrant. Securities authorized for issuance under equity compensation plans ------------------------------------------------------------------ We have no equity compensation plans. PLAN OF DISTRIBUTION NYC Moda has 9,000,000 common shares issued and outstanding as of the date of this prospectus. NYC Moda is registering up to 4,000,000 common shares for sale at the price of $0.02 per share. There has been no market for our securities. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with FINRA for our common stock to be eligible for trading on the over-the-counter market. We do not yet have a market maker who has agreed to file such application. We will sell the 4,000,000 common shares ourselves and do not plan to use underwriters or pay any commissions. We will be selling our common shares using our best efforts and no one has agreed to buy any of our common shares. This prospectus permits our sole officer and director to sell the common shares directly to the public, with no commission or other remuneration payable to them for any common shares she may sell. There is no plan or arrangement to enter into any contracts or agreements to sell the common shares with a broker or dealer. Our officers and directors will sell the common shares and intend to offer them to friends, family members and business acquaintances.
29 There is no minimum amount of common shares we must sell so no money raised from the sale of our common shares will go into escrow, trust or another similar arrangement. The common shares are being offered by Mrs. Svinta, our sole officer and director. Mrs. Svinta will be relying on the safe harbor in Rule 3a4-1 of the Securities Exchange Act of 1934 to sell the common shares. No sales commission will be paid for common shares sold by Mrs. Svinta are not subject to a statutory disqualification and are not associated persons of a broker or dealer. Additionally, Mrs. Svinta primarily performs substantial duties on behalf of the registrant otherwise than in connection with transactions in securities. Mrs. Svinta has not been a broker or dealer or an associated person of a broker or dealer within the preceding 12 months and she has not participated in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraph (a)4(i) or (a)4(iii) of Rule 3a4-1 of the Securities Exchange Act of 1934. These are no finders. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Market Information Item 5(a) a) Market Information. Our common stock is not quoted on a market or securities exchange. We cannot provide any assurance that an active market in our common stock will develop. We intend to quote our common shares on a market or securities exchange. b) Holders. At July 12, 2011, there was one shareholder of NYC Moda. c) Dividends. Holders of our common shares are entitled to receive such dividends as may be declared by its board of directors. No dividends on our common stock have ever been paid, and we do not anticipate that dividends will be paid on our common shares in the foreseeable future. d) Securities authorized for issuance under equity compensation plans. No securities are authorized for issuance by the registrant under equity compensation plans. Plan Category Number of Securities Weighted Average Exercise Number of Securities Issued upon Exercise of Price of Outstanding Options Remaining Available Outstanding Options, Warrants and Rights Future Issuance Equity Compensation Plans Approved by Security Holders n/a n/a n/a
30 Equity Compensation Plans Not Approved by Security Holders n/a n/a n/a ---------- ------ ------ Total n/a n/a e) Performance graph Not applicable. f) Sale of unregistered securities. Since inception, NYC Moda has sold the following securities to our sole officer and director that were not registered under the Securities Act of 1933, as amended. Name Date Shares Consideration --------------- ------------ ------------- ------------- Ilona Svinta April 4, 2011 9,000,000 $ 9,000 NYC Moda made the offer and sale in reliance on the exemption from registration afforded by Section 4(2) to the Securities Act of 1933, as amended on the basis that the securities were offered and sold in a non-public offering to a sophisticated investor. Item 5(b) Use of Proceeds. As described herein Item 5(c) Purchases of Equity Securities by the issuer and affiliated purchasers. None. Shares Eligible for Future Sale ------------------------------- Upon the date of this prospectus, there are 9,000,000 common shares outstanding of which no common shares may be freely traded without registration. The 9,000,000 common shares are owned by our sole officer and director and will be restricted within the meaning of Rule 144 under the Securities Act, and are subject to the resale provisions of Rule 144. At the present time, resales or distributions of such shares are provided for by the provisions of Rule 144. That rule is a so-called "safe harbor" rule which, if complied with, should eliminate any questions as to whether or not a person selling restricted shares has acted as an underwriter. Rule 144(d)(1) states that if the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, a minimum of six months must elapse between the later of the date of the acquisition of the securities from the issuer, or from an affiliate of the issuer, and any resale of such securities.
31 Sales under Rule 144 are also subject to notice and manner of sale requirements and to the availability of current public information and must be made in unsolicited brokers' transactions or to a market maker. A person who is not an affiliate of the registrant under the Securities Act during the three months preceding a sale and who has beneficially owned such shares for at least six months is entitled to sell the shares under Rule 144 without regard to the volume, notice, information and manner of sale provisions. Affiliates must comply with the restrictions and requirements of Rule 144 when transferring restricted shares even after the six month holding period has expired and must comply with the restrictions and requirements of Rule 144 in order to sell unrestricted shares. No predictions can be made of the effect, if any, that market sales of shares of common stock or the availability of such shares for sale will have on the market price prevailing from time to time. Nevertheless, sales of significant amounts of our common stock could adversely affect the prevailing market price of the common stock, as well as impair our ability to raise capital through the issuance of additional equity securities. We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future. Admission to Quotation on the OTC Bulletin Board and/or OTCQB ------------------------------------------------------------- We intend to have a market maker file an application for our common stock to be quoted on the OTC Bulletin Board and/or the OTCQB. The OTCQB is the middle tier of the OTC Market. However, we do not have a market maker that has agreed to file such application. If our securities are not quoted on the OTC Bulletin Board or the OTCQB, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC Bulletin Board and the OTCQB differs from national and regional stock exchanges in that it: (1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and (2) securities admitted to quotation are offered by one or more broker- dealers rather than the "specialist" common to stock exchanges. To qualify for quotation on the OTC Bulletin Board and/or the OTCQB, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the registrant listing. If it meets the qualifications for trading securities on the OTC Bulletin Board and the OTCQB, our securities will trade on the OTC Bulletin Board and the OTCQB. We may not now or ever
32 qualify for quotation on the OTC Bulletin Board or the OTCQB. We currently have no market maker who is willing to list quotations for our securities. Section 15(g) of the Exchange Act --------------------------------- Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated there under. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). While Section 15(g) and Rules 15g-1 through15g-6 apply to brokers-dealers, they do not apply to us. Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules. Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document. Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question. Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction. Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation. Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements. Rule 15g-9 requires broker/dealers to approved the transaction for the customer's account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons. The application of the penny stock rules may affect your ability to resell your shares.
33 DESCRIPTION OF SECURITIES General ------- Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share. Our articles of incorporation do not authorize us to issue any preferred stock. As of April 30, 2011, there were 9,000,000 common shares issued and outstanding that was held by one registered stockholder of record. Common Stock ------------ The following is a summary of the material rights and restrictions associated with our common stock. The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the board of directors of NYC Moda; (ii) are entitled to share ratably in all of the assets of NYC Moda available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of NYC Moda (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote. All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non-assessable. Anti-Takeover Law ----------------- Currently, we have no Nevada shareholders and since this offering will not be made in the state of Nevada, no shares will be sold to its residents. Further, we do not do business in Nevada directly or through an affiliate corporation and we do not intend to do so. Accordingly, there are no anti-takeover provisions that have the affect of delaying or preventing a change in our control. Dividend Policy --------------- We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. Indemnification for Securities Act Liabilities ---------------------------------------------- Our bylaws provide that we will indemnify an officer, director, or former officer or director, to the full extent permitted by law. We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
34 (other than the payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by one of our director, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court's decision. EXPERTS The financial statements of the registrant appearing in this prospectus and in the registration statement have been audited by Ronald Chadwick, P.C., an independent registered public accounting firm and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. LEGAL PROCEEDINGS We are not a party to any legal proceedings the outcome of which, in the opinion of our management, would have a material adverse effect on our business, financial condition, or results of operation. LEGAL MATTERS The validity of the common shares being offered hereby will be passed upon by Jody M. Walker, Attorney At Law, Centennial, Colorado. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE We have had no changes in or disagreements with our independent registered public accountant. WHERE YOU CAN FIND MORE INFORMATION At your request, we will provide you, without charge, a copy of any document filed as exhibits in this prospectus. If you want more information, write or call us at: NYC Moda Inc. 547 N Yale Avenue, Villa Park IL 60181 (347)690-0196 Attention: Ilona Svinta, Chief Executive Officer Our fiscal year ends on December 31st. Upon completion of this offering, we will become a reporting company and file annual, quarterly and current reports with the SEC. You may read and copy any reports,
35 statements, or other information we file at the SEC's public reference room at 100 F Street, Washington D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee by writing to the SEC. Please call the SEC at 1-800- SEC-0330 for further information on the operation of the public reference rooms. Our SEC filings are also available to the public on the SEC Internet site at http:\\www.sec.gov. FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm 36 Balance Sheet as of April 30, 2011 37 Statement of Operations for the period from March 30, 2011 (Date of Inception) to April 30, 2011 38 Statement of Stockholders' Equity as of April 30, 2011 39 Statement of Cash Flows for the period from March 30, 2010 (Date of Inception) to April 30, 2011 40 Notes to the Financial Statements 41
36 RONALD R. CHADWICK, P.C. Certified Public Accountant 2851 South Parker Road, Suite 720 Aurora, Colorado 80014 Telephone (303)306-1967 Fax (303)306-1944 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors NYC MODA INC. Henderson, Nevada I have audited the accompanying balance sheet of NYC MODA INC. (a development stage company) as of April 30, 2011, and the related statements of operations, stockholders' equity and cash flows for the period from March 30, 2011 (inception) through April 30, 2011. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of NYC MODA INC. as of April 30, 2011, and the results of its operations and its cash flows for the period from March 30, 2011 (inception) through April 30, 2011 in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 7 to the financial statements the Company has suffered a loss from operations and has limited working capital that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 7. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Aurora, Colorado /s/Ronald R. Chadwick, P.C. June 15, 2011 ---------------------------- RONALD R. CHADWICK, P.C.
37 NYC MODA INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET AS OF APRIL 30, 2011 ASSETS April 30, 2011 -------- Current Assets Cash and cash equivalents $ 8,959 -------- Total Assets $ 8,959 ======== LIABILITIES AND STOCKHOLDERS' EQUITY Total Liabilities $ - Stockholders' Equity Common stock, par value $0.001; 75,000,000 shares authorized, 9,000,000 shares issued and outstanding 9,000 Additional paid in capital - Deficit accumulated during the development stage (41) -------- Total Stockholders' Equity 8,959 -------- Total Liabilities and Stockholders' Equity $ 8,959 ======== See accompanying notes to financial statements.
38 NYC MODA INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATIONS FOR THE PERIOD FROM MARCH 30, 2011 (INCEPTION) TO APRIL 30, 2011 For the period from March 30, 2011 (Inception) to April 30, 2011 -------------- REVENUES $ 0 ---------- OPERATING EXPENSES Professional fees 15 General and administrative expenses 26 ---------- TOTAL OPERATING EXPENSES 41 ---------- NET LOSS FROM OPERATIONS (41) PROVISION FOR INCOME TAXES 0 ---------- NET LOSS $ (41) ========== NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED 5,850,000 ========== See accompanying notes to financial statements.
39 NYC MODA INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD FROM MARCH 30, 2011 (INCEPTION) TO APRIL 30, 2011 Deficit Accumulated Total Common Stock Additional During The Stock- Amount Paid In Development holders' Shares ($.001 Par) Capital Stage Equity --------- ---------- --------- --------- -------- Inception, March 30, 2011 - $ - $ - $ - $ - Shares issued for cash At $0.001 9,000,000 9,000 - - 9,000 Net loss for the year Ended April 30, 2011 - - - (41) (41) --------- --------- --------- --------- -------- Balance, April 30, 2011 9,000,000 $ 9,000 $ - $ (41) $ 8,959 ========= ========= ========= ========= ======== See accompanying notes to financial statements.
40 NYC MODA INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CASH FLOWS FOR THE PERIOD FROM MARCH 30, 2011 (INCEPTION) TO APRIL 30, 2011 For the period from March 30, 2011 (Inception) to April 30, 2011 ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss for the period $ (41) Adjustments to reconcile net loss to net cash (used in) operating activities: Changes in assets and liabilities: Increase (decrease) in accrued expenses - --------- CASH FLOWS USED IN OPERATING ACTIVITIES (41) --------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from sale of common stock 9,000 Loans from shareholder - --------- CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 9,000 --------- NET INCREASE IN CASH 8,959 Cash, beginning of period - --------- Cash, end of period $ 8,959 ========= SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid $ - ========= Income taxes paid $ - ========= See accompanying notes to financial statements.
41 NYC MODA INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS APRIL 30, 2011 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 the business of distributing designer clothing and footwear from established brands to customers around the world. 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. The Company had $8,959 of cash as of April 30, 2011. 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
42 NYC MODA INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS APRIL 30, 2011 NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED) Income Taxes (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 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 April 30, 2011. 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
43 NYC MODA INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS APRIL 30, 2011 NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED) Comprehensive Income (Continued) -------------------- 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. NOTE 3 - LOAN TO THE COMPANY There are no loans to the Company as of April 30, 2011. 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 at $0.001 per share. There were 9,000,000 shares of common stock issued and outstanding as of April 30, 2011. 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 April 30, 2011 the Company had net operating loss carry forwards of $41 that may be available to reduce future years' taxable income through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their
44 NYC MODA INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS APRIL 30, 2011 NOTE 6 - INCOME TAXES (CONTINUED) 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. NOTE 7 - 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 April 30, 2011. 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 May 13, 2011 to June 15, 2011, 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.
45 [Back Page of Prospectus] _______________ PROSPECTUS 4,000,000 COMMON SHARES NYC MODA INC. _______________ Dealer Prospectus Delivery Obligation Until ________________, 2011, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
46 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The estimated costs (assuming all shares are sold) of this offering are as follows: SEC Registration Fee $ 9.29 Printing Expenses 90.71 Accounting Fees and Expenses 600.00 Auditor Fees and Expenses 3,500.00 Legal Fees and Expenses 3,500.00 Transfer Agent Fees 1,300.00 --------- TOTAL $9,000.00 (1) All amounts are estimates, other than the SEC's registration fee. ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS NYC Moda's bylaws allow for the indemnification of the officer and/or director in regards each such person carrying out the duties of his or her office. The board of directors will make determination regarding the indemnification of the director, officer or employee as is proper under the circumstances if he has met the applicable standard of conduct set forth under the Nevada Revised Statutes. As to indemnification for liabilities arising under the Securities Act of 1933, as amended, for a director, officer and/or person controlling NYC Moda, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and unenforceable. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES Set forth below is information regarding the issuance and sales of securities without registration since inception. On April 4, 2011, NYC Moda issued 9,000,000 common shares to our sole officer and director, Ilona Svinta, for a purchase price of $0.001 per share, for aggregate offering proceeds of $9,000. NYC Moda made the offer and sale in reliance on the exemption from registration afforded by Section 4(2) to the Securities Act of 1933, as amended on the basis that the securities were offered and sold in a non-public offering to a sophisticated investor who had access to registration-type information about NYC Moda. No commission was paid in connection with the sale of any securities and no general solicitations were made to any person.
47 ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Exhibit Number Description of Exhibit 3.1 Articles of Incorporation of the Registrant 3.2 Bylaws of the Registrant 5.1 Opinion re: Legality and Consent of Counsel 10.1 Agreement dated May 30, 2011, by and between the NJDist.Biz. and NYC MODA INC 23.1 Consent of Legal Counsel (contained in exhibit 5.1) 23.2 Consent of Ronald R. Chadwick, P.C. ITEM 17. UNDERTAKINGS The undersigned registrant hereby undertakes: (a) The undersigned registrant hereby undertakes: (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: i. To include any prospectus required by Section 10(a)(3) of the Securities Act; ii. To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment of the Registration Statement) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and iii. Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof.
48 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to the purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 14 above or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
49 iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in Villa Park, Illinois on July 12, 2011. NYC MODA INC. By: /s/ Ilona Svinta ----------------------- Name: Ilona Svinta Title: President Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. By: /s/Ilona Svinta ------------------- Ilona Svinta Principal Executive Officer, Controller Principal Financial Officer, Director Dated: July 12, 2011

SECRETARY OF STATE

                              (STATE SEAL)

                            STATE OF NEVADA

                           CORPORATE CHARTER

I, ROSS MILLER, the duly elected and qualified Nevada Secretary of 
State, do hereby certify that NYC MODA INC, did on March 30, 2011, file 
in this office the original Articles of Incorporation; that said 
Articles of Incorporation are now on file and record in the office of 
the Secretary of State of the State of Nevada, and further, that said 
Articles contain all the provisions required by the law of said State 
of Nevada.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great 
Seal of State, at my office on March 30, 2011

/s/Ross Miller
ROSS MILLER
Secretary of State

Certified By:  Electronic Filing
Certificate Number:  C20110330-0606
You may verify this certificate
online at http://222.nvsos.gov/






2 ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775)684-5706 Website: www.nvsos.gov Articles of Incorporation Filed in the office of (Pursuant to NRS Chapter 78) Ross Miller Secretary of State State of Nevada Document Number 20110235707-68 Filing Date and Time 03/30/2011 8:53AM Entity Number E0178852011-1 1. Name of Corporation: NYC MODA INC 2. Registered Agent for Service of Process: [x] Commercial Registered Agent: (check only one box) INCORP SERVICES, INC. [ ] Noncommercial Registered Agent (name and address below) -OR- [ ] Office or Position with Entity (name and address below) ___________________________________________________________________ Name of Noncommercial Registered Agent or Name of Title of Office or Other Position with Entity ____________________________ ___________________ Nevada ____________ Street Address City Zip Code ____________________________ ___________________ Nevada ____________ Mailing Address (if City Zip Code different from street address) 3. Authorized Stock: Number of shares with par value: (number of shares corporation 75000000 is authorized to issue) Par value per share: $.001 Number of shares without par value: 0 4. Names and Addresses of the Board of Directors/Trustees: Ilona Svinta-see attached (each Director/ Trustee must be 2360 Corporate Circle - S a natural person at least 18 Henderson, NV 889704-7722 years of age: attach additional page if more than two directors /trustees) 5. Purpose: The purpose of the corporation shall be (optional; see instructions) ANY LEGAL PURPOSE. 6. Name, Address and Signature INCORP SERVI-See Attached of Incorporator: INCORPOR SERVICES, INC. (attach additional page if 2360 Corporate Circle - S more than one incorporator) Henderson, NV 89074-7722
3 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity: INCORP SERVICES, INC. 3/30/2011
2 Articles of Incorporation (PURSUANT TO NRS CHAPTER 78) CONTINUED Includes data that is too long to fit in the fields on the NRS 78 Form and add additional director/trustees and incorporators ENTITY NAME: NYC MODA INC FOREIGN NAME TRANSLATION: Not applicable PURPOSE: Any legal purpose REGISTERED AGENT NAME: INCORP SERVICES, INC. STREET ADDRESS: Not Applicable MAILING ADDRESS: Note Applicable ADDITIONAL Directors/Trustees Name: Ilona Svinta Address: 2360 Corporate Circle - Suite 400 City: Henderson State: NV Zip Code: 89074-7722 ADDITIONAL Incorporators Name: INCORP SERVICES, INC. Address: 2360 Corporate Circle - Suite 400 City: Henderson State: NV Zip Code: 89074-7722

BYLAWS

                                    of
 
	
                              NYC MODA INC.
                            (the "Corporation")


                   ARTICLE I:  MEETINGS OF SHAREHOLDERS

Section 1 - Annual Meetings
---------------------------
The annual meeting of the shareholders of the Corporation shall be held at 
the time fixed, from time to time, by the Board of Directors.

Section 2 - Special Meetings
----------------------------
Special meetings of the shareholders may be called by the Board of 
Directors or such person or persons authorized by the Board of Directors.

Section 3 - Place of Meetings
-----------------------------
Meetings of shareholders shall be held at the registered office of the 
Corporation, or at such other places, within or without the State of Nevada 
as the Board of Directors may from time to time fix.

Section 4 - Notice of Meetings
------------------------------
A notice convening an annual or special meeting which specifies the place, 
day, and hour of the meeting, and the general nature of the business of the 
meeting, must be faxed, personally delivered or mailed postage prepaid to 
each shareholder of the Corporation entitled to vote at the meeting at the 
address of the shareholder as it appears on the stock transfer ledger of 
the Corporation, at least ten (10) days prior to the meeting.  Accidental 
omission to give notice of a meeting to, or the non-receipt of notice of a 
meeting by, a shareholder will not invalidate the proceedings at that 
meeting.

Section 5 - Action Without a Meeting
------------------------------------
Unless otherwise provided by law, any action required to be taken at a 
meeting of the shareholders, or any other action which may be taken at a 
meeting of the shareholders, may be taken without a meeting, without prior 
notice and without a vote if written consents are signed by shareholders 
representing a majority of the shares entitled to vote at such a meeting, 
except however, if a different proportion of voting power is required by 
law, the Articles of Incorporation or these Bylaws, than that proportion of 
written consents is required.  Such written consents must be filed with the 
minutes of the proceedings of the shareholders of the Corporation.

Section 6 - Quorum
------------------
a)   No business, other than the election of the chairman or the 
adjournment of the meeting, will be transacted at an annual or special 
meeting unless a quorum of shareholders, entitled to attend and vote, is 
present at the commencement of the meeting, but the quorum need not be 
present throughout the meeting.

b)   Except as otherwise provided in these Bylaws, a quorum is two persons 
present and being, or representing by proxy, shareholders of the 
Corporation.




2 c) If within half an hour from the time appointed for an annual or special meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place as determined by the chairman of the meeting. Section 7 - Voting ------------------ Subject to a special voting rights or restrictions attached to a class of shares, each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy. Section 8 - Motions ------------------- No motion proposed at an annual or special meeting need be seconded. Section 9 - Equality of Votes ----------------------------- In the case of an equality of votes, the chairman of the meeting at which the vote takes place is not entitled to have a casting vote in addition to the vote or votes to which he may be entitled as a shareholder of proxyholder. Section 10 - Dispute as to Entitlement to Vote ---------------------------------------------- In a dispute as to the admission or rejection of a vote at an annual or special meeting, the decision of the chairman made in good faith is conclusive. Section 11 - Proxy ------------------ a) Each shareholder entitled to vote at an annual or special meeting may do so either in person or by proxy. A form of proxy must be in writing under the hand of the appointor or of his or her attorney duly authorized in writing, or, if the appointor is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney. A proxyholder need not be a shareholder of the Corporation. b) A form of proxy and the power of attorney or other authority, if any, under which it is signed or a facsimiled copy thereof must be deposited at the registered office of the Corporation or at such other place as is specified for that purpose in the notice convening the meeting. In addition to any other method of depositing proxies provided for in these Bylaws, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at a place or places and fixing the time or times for depositing the proxies not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders. ARTICLE II: BOARD OF DIRECTORS Section 1 - Number, Term, Election and Qualifications ----------------------------------------------------- a) The first Board of Directors of the Corporation, and all subsequent Boards of the Corporation, shall consist of not less than one (1) and not more than nine (9) directors. The number of Directors may be fixed and changed from time to time by ordinary resolution of the shareholders of the Corporation.
3 b) The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified or until there is a decrease in the number of directors. Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his or her election, or until his or her prior death, resignation or removal. Any Director may resign at any time upon written notice of such resignation to the Corporation. c) A casual vacancy occurring in the Board may be filled by the remaining Directors. d) Between successive annual meetings, the Directors have the power to appoint one or more additional Directors but not more than 1/2 of the number of Directors fixed at the last shareholder meeting at which Directors were elected. A Director so appointed holds office only until the next following annual meeting of the Corporation, but is eligible for election at that meeting. So long as he or she is an additional Director, the number of Directors will be increased accordingly. e) A Director is not required to hold a share in the capital of the Corporation as qualification for his or her office. Section 2 - Duties, Powers and Remuneration ------------------------------------------- a) The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except for those powers conferred upon or reserved for the shareholders or any other persons as required under Nevada state law, the Corporation's Articles of Incorporation or by these Bylaws. b) The remuneration of the Directors may from time to time be determined by the Directors or, if the Directors decide, by the shareholders. Section 3 - Meetings of Directors --------------------------------- a) The President of the Corporation shall preside as chairman at every meeting of the Directors, or if the President is not present or is willing to act as chairman, the Directors present shall choose one of their number to be chairman of the meeting. b) The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit. Questions arising at a meeting must be decided by a majority of votes. In case of an equality of votes the chairman does not have a second or casting vote. Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time to time determine. c) A Director may participate in a meeting of the Board or of a committee of the Directors using conference telephones or other communications facilities by which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation. A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed. Such Director will be counted in the quorum and entitled to speak and vote at the meeting.
4 d) A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages. It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed. e) A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director. All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director. f) The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director. g) The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose. h) All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director. i) A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called and held. A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart. j) All Directors of the Corporation shall have equal voting power. Section 4 - Removal ------------------- One or more or all the Directors of the Corporation may be removed with or without cause at any time by a vote of two-thirds of the shareholders entitled to vote thereon, at a special meeting of the shareholders called for that purpose.
5 Section 5 - Committees ---------------------- a) The Directors may from time to time by resolution designate from among its members one or more committees, and alternate members thereof, as they deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board of Directors and unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors. b) Each Committee shall keep regular minutes of its transactions, shall cause them to be recorded in the books kept for that purpose, and shall report them to the Board at such times as the Board may from time to time require. The Board has the power at any time to revoke or override the authority given to or acts done by any Committee. ARTICLE III: OFFICERS Section 1 - Number, Qualification, Election and Term of Office -------------------------------------------------------------- a) The Corporation's officers shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws. The officers of the Corporation shall consist of a president, secretary, treasurer, and also may have one or more vice presidents, assistant secretaries and assistant treasurers and such other officers as the Board of Directors may from time to time deem advisable. Any officer may hold two or more offices in the Corporation, and may or may not also act as a Director. b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders. c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal. Section 2 - Resignation ----------------------- Any officer may resign at any time by giving written notice of such resignation to the Corporation. Section 3 - Removal ------------------- Any officer appointed by the Board of Directors may be removed by a majority vote of the Board, either with or without cause, and a successor appointed by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer. Section 4 - Remuneration ------------------------ The remuneration of the Officers of the Corporation may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.
6 Section 5 - Conflict of Interest -------------------------------- Each officer of the Corporation who holds another office or possesses property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the Corporation shall, in writing, disclose to the President the fact and the nature, character and extent of the conflict and abstain from voting with respect to any resolution in which the officer has a personal interest. ARTICLE IV: SHARES OF STOCK Section 1 - Certificate of Stock -------------------------------- a) The shares of the Corporation shall be represented by certificates or shall be uncertificated shares. b) Certificated shares of the Corporation shall be signed, either manually or by facsimile, by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by the shareholder in the Corporation. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue. c) If the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation. d) Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical. e) If a share certificate: (i) is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and issue a new certificate; (ii) is lost, stolen or destroyed, then upon proof being given to the satisfaction of the Directors and upon and indemnity, if any being given, as the Directors think adequate, the Directors shall issue a new certificate; or (iii) represents more than one share and the registered owner surrenders it to the Corporation with a written request that the Corporation issue in his or her name two or more certificates, each representing a specified number of shares and in the aggregate representing
7 the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such request. Section 2 - Transfers of Shares ------------------------------- a) Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder thereof, or by his or her attorney duly authorized by a written power of attorney; and in the case of shares represented by certificates, only after the surrender to the Corporation of the certificates representing such shares with such shares properly endorsed, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock transfer taxes due thereon. b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law. Section 3 - Record Date ----------------------- a) The Directors may fix in advance a date, which must not be more than 60 days permitted by the preceding the date of a meeting of shareholders or a class of shareholders, or of the payment of a dividend or of the proposed taking of any other proper action requiring the determination of shareholders as the record date for the determination of the shareholders entitled to notice of, or to attend and vote at, a meeting and an adjournment of the meeting, or entitled to receive payment of a dividend or for any other proper purpose and, in such case, notwithstanding anything in these Bylaws, only shareholders of records on the date so fixed will be deemed to be the shareholders for the purposes of this Bylaw. b) Where no record date is so fixed for the determination of shareholders as provided in the preceding Bylaw, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, is the record date for such determination. Section 4 - Fractional Shares ----------------------------- Notwithstanding anything else in these Bylaws, the Corporation, if the Directors so resolve, will not be required to issue fractional shares in connection with an amalgamation, consolidation, exchange or conversion. At the discretion of the Directors, fractional interests in shares may be rounded to the nearest whole number, with fractions of 1/2 being rounded to the next highest whole number, or may be purchased for cancellation by the Corporation for such consideration as the Directors determine. The Directors may determine the manner in which fractional interests in shares are to be transferred and delivered to the Corporation in exchange for consideration and a determination so made is binding upon all shareholders of the Corporation. In case shareholders having fractional interests in shares fail to deliver them to the Corporation in accordance with a determination made by the Directors, the Corporation may deposit with the Corporation's Registrar and Transfer Agent a sum sufficient to pay the consideration payable by the Corporation for the fractional interests in shares, such deposit to be set aside in trust for such shareholders. Such setting aside is deemed to be payment to such shareholders for the fractional interests in shares not so delivered which will thereupon not be
8 considered as outstanding and such shareholders will not be considered to be shareholders of the Corporation with respect thereto and will have no right except to receive payment of the money so set aside and deposited upon delivery of the certificates for the shares held prior to the amalgamation, consolidation, exchange or conversion which result in fractional interests in shares. ARTICLE V: DIVIDENDS a) Dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine and shares may be issued pro rata and without consideration to the Corporation's shareholders or to the shareholders of one or more classes or series. b) Shares of one class or series may not be issued as a share dividend to shareholders of another class or series unless such issuance is in accordance with the Articles of Incorporation and: (i) a majority of the current shareholders of the class or series to be issued approve the issue; or (ii) there are no outstanding shares of the class or series of shares that are authorized to be issued as a dividend. ARTICLE VI: BORROWING POWERS a) The Directors may from time to time on behalf of the Corporation: (i) borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit, (ii) issue bonds, debentures and other debt obligations either outright or as security for liability or obligation of the Corporation or another person, and (iii) mortgage, charge, whether by way of specific or floating charge, and give other security on the undertaking, or on the whole or a part of the property and assets of the Corporation (both present and future). b) A bond, debenture or other debt obligation of the Corporation may be issued at a discount, premium or otherwise, and with a special privilege as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at shareholder meetings of the Corporation, appointment of Directors or otherwise, and may by its terms be assignable free from equities between the Corporation and the person to whom it was issued or a subsequent holder thereof, all as the Directors may determine. ARTICLE VII: FISCAL YEAR The fiscal year end of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors from time to time, subject to applicable law. ARTICLE VIII: CORPORATE SEAL The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors. The use of a seal or stamp by the Corporation on corporate documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document.
9 ARTICLE IX: AMENDMENTS Section 1 - By Shareholders --------------------------- All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made by a majority vote of the shareholders at any annual meeting or special meeting called for that purpose. Section 2 - By Directors ------------------------ The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation. ARTICLE X: DISCLOSURE OF INTEREST OF DIRECTORS a) A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Corporation or who holds an office or possesses property whereby, directly or indirectly, a duty or interest might be created to conflict with his or her duty or interest as a Director, shall declare the nature and extent of his or her interest in such contract or transaction or of the conflict with his or her duty and interest as a Director, as the case may be. b) A Director shall not vote in respect of a contract or transaction with the Corporation in which he is interested and if he does so his or her vote will not be counted, but he will be counted in the quorum present at the meeting at which the vote is taken. The foregoing prohibitions do not apply to: (i) a contract or transaction relating to a loan to the Corporation, which a Director or a specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or part of the loan; (ii) a contract or transaction made or to be made with or for the benefit of a holding corporation or a subsidiary corporation of which a Director is a director or officer; (iii) a contract by a Director to subscribe for or underwrite shares or debentures to be issued by the Corporation or a subsidiary of the Corporation, or a contract, arrangement or transaction in which a Director is directly or indirectly interested if all the other Directors are also directly or indirectly interested in the contract, arrangement or transaction; (iv) determining the remuneration of the Directors; (v) purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors; or (vi) the indemnification of a Director by the Corporation. c) A Director may hold an office or place of profit with the Corporation (other than the office of Auditor of the Corporation) in conjunction with his or her office of Director for the period and on the terms (as to remuneration or otherwise) as the Directors may determine. No Director or intended Director will be disqualified by his or her office from contracting with the Corporation either with regard to the tenure of any such other office or place of profit, or as vendor, purchaser or otherwise,
10 and, no contract or transaction entered into by or on behalf of the Corporation in which a Director is interested is liable to be voided by reason thereof. d) A Director or his or her firm may act in a professional capacity for the Corporation (except as Auditor of the Corporation), and he or his or her firm is entitled to remuneration for professional services as if he were not a Director. e) A Director may be or become a director or other officer or employee of, or otherwise interested in, a corporation or firm in which the Corporation may be interested as a shareholder or otherwise, and the Director is not accountable to the Corporation for remuneration or other benefits received by him as director, officer or employee of, or from his or her interest in, the other corporation or firm, unless the shareholders otherwise direct. ARTICLE XI: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT The Corporation shall, within sixty days after the filing of its Articles of Incorporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its president, secretary and treasurer and all of its Directors, along with the post office box or street address, either residence or business, and a designation of its resident agent in the state of Nevada. Such list shall be certified by an officer of the Corporation. ARTICLE XII: INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS a) The Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation. Each Director of the Corporation on being elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity. b) The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation. In addition the Corporation shall indemnify the Secretary or an Assistance Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.
11 c) The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent. CERTIFIED TO BE THE BYLAWS OF: NYC MODA INC. per: /s/Ilona Svinta ILONA SVINTA, Secretary

Exhibit 5

                             Jody M. Walker
                            Attorney at Law
                         7841 South Garfield Way
                          Centennial, CO 80122
                       jmwalker85@earthlink.net
Telephone: 303-850-7637                         Facsimile: 303-482-2731

July 12, 2011

NYC Moda, Inc.

Re: Opinion of Counsel - Registration Statement on Form S-1

Gentleman:

I have acted as counsel to NYC Moda in connection with the preparation 
and filing of a registration statement on Form S-1.  The registration 
statement covers the registration under the Securities Act of 1933 of 
4,000,000 common shares to be sold by NYC Moda.  I have examined the 
registration statement, NYC Moda's articles of incorporation and 
bylaws, as amended, and minutes of meetings of its board of directors.

Based upon the foregoing, and assuming that NYC Moda will fully comply 
with all applicable securities laws involved under the Securities Act 
of 1933, as amended, the Securities Exchange Act of 1934, as amended, 
and the rules and regulations promulgated pursuant to said Acts, and in 
those states or foreign jurisdictions in which common shares have been 
and may be sold, I am of the opinion that the common shares will, when 
sold, be validly issued, fully paid and non-assessable.   

This opinion opines upon Nevada law, including the Nevada Constitution, 
all applicable provisions of the statutory provisions, and reported 
judicial decisions interpreting those laws.

This opinion is based on my knowledge of the law and facts as of the 
date of the filing of the registration statement.

This opinion does not address or relate to any specific state 
securities laws. I assume no duty to communicate with NYC Moda in 
respect to any matter that comes to my attention after the date of 
effectiveness of the registration statement.




                           CONSENT


I consent to the use of this opinion as an exhibit to the registration 
statement and to the reference to my firm in the prospectus that is 
made a part of the registration statement.

Very truly yours,


/s/ Jody M. Walker
-----------------------
Jody M. Walker
Attorney-At-Law

SHIPPING AGENT AGREEMENT 

THE PARTIES TO THIS AGREEMENT ARE:
   
The Agent:          NJDist.Biz
                    51-01 39th Avenue            
                    Queens, NY 11104
                    Tel (973)914-1406                          

The Company:        NYC MODA INC.
                    547 N Yale Avenue,  
                    Villa Park IL 60181
                    Tel (347)690-0196
                            
This Agreement (the "Agreement") is entered into effect this May 17, 
2011, 2011 between NJDist.Biz ("the Agent") and NYC MODA INC. ("the 
Company") 

Whereas the Agent may from time to time pick up clothing from New York 
stores and deliver to Agent warehouse, store them and ship later to the 
Company for a Shipping Agent fee. 

1.  Services. Agent shall use its best efforts to provide the services 
("the Services") to the company as requested and further described 
herein on a non exclusive or exclusive basis, as reasonably requested 
by the Company. 

2. Shipping Agent fee shall be calculated as ten per cent (10%) of the 
net value of items bought by the Company. Net value shall exclude value 
added tax, postage and packaging, insurance, refunds and payments not 
honored by a financial institution. Shipping and handling will be 
executed by Agent and billed later to Company on exact same amount the 
Agent paid.

3. Term and Termination. Agent shall serve as a Buyer to the Company 
for Six (6) continuous months commencing on the Effective Date. Either 
party shall have the right to terminate this contract at will with 30 
days' notice to the party opposite. 

5. Independent Contractor. Agent's relationship with the Company will 
be that of an independent contractor and not an employee. Agent will 
not be eligible for any employee benefits, nor will the Company make 
deductions from consideration paid to Agent for taxes, all of which 
will be Agent's responsibility. Agent will have no authority to enter 
into contracts that bind the Company or create obligations on the part 
of the Company without the prior written authorization of the Company. 

6. Company's Representations, Warranties and Covenants. As of the 
Effective Date, the Company hereby represents, warrants and covenants 
to Consultant as follows: 

      (a) The Company is a duly organized corporation validly existing 
under the laws of the United States and has full power and authority to 
perform its obligations under this agreement. 




2 (b) The Company's Board of Directors has determined that the consideration received for the services to be rendered is adequate. In rendering its Services, Agent will be using and relying on the information supplied to it by the company without independent verification thereof or independent appraisal of any of the Company's business. The Company hereby represents that all information made available to Agent by the Company will be complete and correct in all material respects and will not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances under which such statements are made. 7. Confidentiality, Non-Disclosure, Non-Circumvention, Non-Compete a) WHEREAS the parties mutually recognize that in the transaction of their affairs each may learn from the other, including associates, the identity, address and/or telephone and/or telefax and/or E-mail address and/or number of clients, agents, brokers, buyers, sellers, financiers and/or bank or trust contracts (hereinafter referred to as "Confidential Sources") which the other party has acquired by periods of investment in time, expense and effort.. Now therefore consideration of the mutual promises set forth herein, each party covenants and agrees with the other as follows: The parties hereto hereby contractually covenant, warrant, guarantee and agree as follows: to irrevocably mutually covenant, as evidenced and acknowledged by this memorization of their executions hereof, agree as follows: b) Each of the signatories to the within contractual Agreement and their employees, agents, associates, and/or any other parties with whom they maintain a corporate or individual relationship, or who they may act as agents or principals for, shall be deemed to be parties to the within Confidentiality, Non-Circumvention, Non-Disclosure, Non- Compete, Agreement and shall be contractually bound to full compliance with the letter, spirit and intent of the within Agreement, and shall be fully bound by each and all of the terms, covenants and conditions of this Agreement. All documents signed on behalf of a corporation shall be deemed to be executed with full authority of the Board of Directors. c) The within Agreement is executed and affected by the parties as a perpetuating guarantee and contractual agreement by the parties. Therefore, this Agreement shall be in full force and effect commencing the date affixed herein below and will during said term be applicable to any and all potential transactions and/or proprietary information transmitted to or entertained by the undersigned parties hereto. d) The parties hereto covenant, warrant and agree not to circumvent the interests, intentions, plans, and proposed undertakings of the party of the other part or to enter upon a competitive path and/or effort, or to utilize any of the proprietary information delivered into its custody, care and control or that would in any fashion interfere with, conflict with, or diminish, the possibility
3 and/or probabilities of its success in any ventures, projects, proposed acquisitions, financial undertakings, and/or other activities which this office shall be a party to. 8. Miscellaneous. (a) Amendments and Waivers. No term of this Agreement may be amended or waived except with the written consent of the parties. (b) Entire Agreement. This Agreement, constitutes the entire agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof. (c) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be (I) delivered personally, (II) sent by certified or registered mail, postage prepaid, return receipt requested, (III) delivered by a nationally-recognized delivery service (such as Federal Express or UPS), or (IV) faxed, addressed to the party to be notified as such party's address or facsimile number as set forth below or as subsequently modified by written notice. Notices shall be deemed communicated upon receipt if personally delivered, delivered by a nationally-recognized delivery service or faxed (with a written confirmation of facsimile transmission), or five (5) days after posting if sent by certified mail. (d) Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New Jersey without giving effect or the principles of conflict of laws. (e) Attorneys' Fees. If any action at law or in equity is commenced by any party to enforce or interpret the terms of this Agreement, the party finally prevailing in such proceeding or action shall be entitled to recover from the unsuccessful part reasonable attorneys' fees, cost and necessary disbursements in addition to any other relief to which it may be entitled. (f) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provisions in good faith. In the event that the parties can not reach a mutually agreeable and enforceable replacement for such provisions, the (I) such provisions shall be excluded from this Agreement, (II) the balance of the Agreement shall be interpreted as if such provisions were so excluded and (III) the balance of the Agreement shall be enforceable in accordance with its terms. (g) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
4 The Parties hereto have executed this Agreement as of the Effective Date. /s/Ilona Svinta --------------- ILONA SVINTA, on behalf of NYC MODA INC /s/Alex Kistaunbaev ------------------- ALEX KISTAUNBAEV, on behalf of NJDist.Biz 4

Ronald R. Chadwick, P.C.
                       Certified Public Accountant
                         2851 South Parker Road
                                Suite 720
                        Aurora, Colorado  80014
                          Phone (303)306-1967
                          Fax (303)306-1944


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


I consent to the use in the Registration Statement of NYC MODA INC. on 
Form S-1 of my Report of Independent Registered Public Accounting Firm, 
dated June 15, 2011 on the balance sheet of NYC MODA INC. as at April 
30, 2011, and the related statements of operations, stockholders' 
equity, and cash flows for the period from March 30, 2011 (date of 
inception) through April 30, 2011.
 
In addition, I consent to the reference to me under the heading 
"Experts" in the Registration Statement.

                           RONALD R. CHADWICK, P.C.
Aurora, Colorado 
July 12, 2011           /s/Ronald R. Chadwick, P.C.
                        ----------------------------

{00041849.DOC;1}