Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - Kashin, Inc.Financial_Report.xls
EX-32.1 - CERTIFICATION - Kashin, Inc.clpt_ex321.htm
EX-31.1 - CERTIFICATION - Kashin, Inc.clpt_ex311.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended October 31, 2014

 

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from______________to______________

 

Commission File Number: 333-161240

 

One Clean Planet, Inc.

(Exact name of registrant as specified in it’s charter)

 

Nevada

 

26-4711535

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

112 North Curry Street, Carson City, NV   89703-4934
(Address of principal executive offices)   (Zip Code)

 

(775) 321-8247

(Registrant’s telephone number, including area code)

 

FKA Singular Chef, Inc.

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ¨ Yes x No

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). x Yes ¨ No

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ¨ Yes ¨ No

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

As of April 14, 2015, the Company had 350,515,800 common shares issued and outstanding.

 

 

 

TABLE of CONTENTS

 

PART I—FINANCIAL INFORMATION

   

 

   

Item 1.

Financial Statements

 

3

 

 

     

Item 2.

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

   

9

 

 

     

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

   

10

 

 

     

Item 4.

Controls and Procedures

   

10

 

 

PART II—OTHER INFORMATION

   

 

 

   

Item 1.

Legal Proceedings

 

11

 

 

     

Item 1A.

Risk Factors

   

11

 

 

     

Item 2.

Unregistered Sales of Securities and Use of Proceeds

   

11

 

 

     

Item 3.

Defaults Upon Senior Securities

   

11

 

 

     

Item 4.

Mine Safety Disclosures 11

 

Item 5.

Other Information

   

11

 

 

     

Item 6.

Exhibits

   

12

 

 

 
2

 

PART I—FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

ONE CLEAN PLANET, INC.

fka SINGULAR CHEF, INC.

 

CONDENSED FINANCIAL STATEMENTS

October 31, 2014

Unaudited

 

 

CONDENSED BALANCE SHEETS

 

4

 
     

CONDENSED STATEMENTS OF OPERATIONS

   

5

 
     

CONDENSED STATEMENTS OF CASH FLOWS

   

6

 
     

NOTES TO UNAUDITED CONDENSED INTERIM AUDITED FINANCIAL STATEMENTS

   

7

 

 

 
3

 

ONE CLEAN PLANET, INC.

fka SINGULAR CHEF, INC.

 

CONDENSED BALANCE SHEETS

Unaudited

    October 31,
2014
    April 30,
2014
 

ASSETS

       
         

CURRENT ASSETS

       

Cash

 

$

79

   

$

79

 

TOTAL CURRENT ASSETS

 

$

79

   

$

79

 
               

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

               
               

CURRENT LIABILITIES

               

Accounts payable and accrued liabilities

 

$

71,156

   

$

72,052

 

Accounts payable - related party

   

21,883

     

21,883

 

Loans from related party

   

38,251

     

29,998

 

TOTAL CURRENT LIABILITIES

 

$

131,290

   

$

123,933

 
               

STOCKHOLDERS' EQUITY (DEFICIT)

               

Capital stock

               

Authorized 550,000,000 shares of common stock, $0.001 par value, Issued and outstanding 350,515,800 shares at October 31, 2014 and at April 30, 2014

 

$

350,516

   

$

350,516

 

Additional Paid in Capital

 

(334,740

)

 

(334,740

)

Deficit accumulated during the development stage

 

(146,987

)

 

(139,630

)

TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)

 

$

(131,211

)

 

$

(123,854

)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)

 

$

79

   

$

79

 

 

The accompanying notes are an integral part of these financial statements

 

 
4

 

ONE CLEAN PLANET, INC.

fka SINGULAR CHEF, INC.

 

CONDENSED STATEMENTS OF OPERATIONS

Unaudited

 

    3 months     3 months     6 months     6 months  
    ended     ended     ended     ended  
    October 31, 2014     October 30, 2013     October 31, 2014     October 31, 2013  

REVENUE

               
                 

Revenues

 

$

-

   

$

-

   

$

-

   

$

-

 

Total Revenues

 

$

-

   

$

-

   

$

-

   

$

-

 
                               

EXPENSES

                               
                               

Office and general

 

$

-

   

$

1,645

   

$

357

   

$

18,095

 

Professional Fees

   

2,750

     

2,750

     

7,000

     

5,750

 

Total Expenses, before provision of income taxes

 

$

2,750

   

$

4,395

   

$

7,357

   

$

23,845

 
                               

Provision for income taxes

   

-

     

-

     

-

     

-

 
                               

NET LOSS

 

$

(2,750

)

 

$

(4,395

)

 

$

(7,357

)

 

$

(23,845

)

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER COMMON SHARE

$

-

 

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

 

350,515,800

 

 

350,515,800

 

 

350,515,800

 

 

350,515,800

 

 

The accompanying notes are an integral part of these financial statements

 

 
5

 

ONE CLEAN PLANET, INC.

fka SINGULAR CHEF, INC.

 

CONDENSED STATEMENTS OF CASH FLOWS

Unaudited

 

    6 months     6 months  
    ended     ended  
    October 31, 2014     October 31, 2013  

OPERATING ACTIVITIES

       

Net loss

 

$

(7,357

)

 

$

(23,845

)

Adjustment to reconcile net loss to net cash

               

used in operating activities:

               

Expenses paid on company's behalf by related party

   

8,253

     

3,715

 

Increase (decrease) in accrued expenses

 

(896

)

   

20,130

 
               

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

  $ -     $ -  

 

FINANCING ACTIVITIES

               

Proceeds from sale of common stock

   

-

     

-

 

Loan from Related Party

   

-

     

-

 
               
NET CASH PROVIDED BY FINANCING ACTIVITIES   $ -     $ -  
 

NET INCREASE (DECREASE) IN CASH

 

$

-

   

$

-

 
               

CASH, BEGINNING OF PERIOD

 

$

79

   

$

79

 
               

CASH, END OF PERIOD

 

$

79

   

$

79

 
               

Supplemental cash flow & noncash financing activities:

               

Cash paid for:

               

Interest

 

$

-

   

$

-

 
               

Income taxes

 

$

-

   

$

-

 

 

The accompanying notes are an integral part of these financial statements

 

 
6

 

ONE CLEAN PLANET, INC.

fka SINGULAR CHEF, INC.

 

NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

October 31, 2014

 

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

 

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at October 31, 2014, and for all periods presented herein, have been made. In October 2012, the Company approved and effected a name change to One Clean Planet, Inc.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s April 30, 2014 audited financial statements. The results of operations for the periods ended October 31, 2014 and the same period last year are not necessarily indicative of the operating results for the full years.

 

NOTE 2 – GOING CONCERN

 

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $131,211, an accumulated deficit of $146,987 and net loss from operations since inception of $146,987. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its initial operations by way of issuing Founder’s shares.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

 
7

 

NOTE 3 - CAPITAL STOCK

 

The Company’s capitalization is 550,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.

 

At October 31, 2014 and April 30, 2014, the Company had 350,515,800 issued and outstanding. All share information has been retroactively stated to reflect the 526.3:1 forward split approved on October 10, 2012.

 

On April 30, 2009, the President was issued 4,999,850,000 common shares for cash, which was received on October 8, 2009.

 

During June and July of 2010, the Company issued 139,995,800 common shares for subscriptions receivable.

 

In August 2010, the Company received payment for the 139,995,800 shares of common stock issued in June and July of 2010 at $0.0000449 per share for a total of $6,286.

 

On October 23, 2012, the founder redeemed 9,100,000 pre-split shares (4,789,330,000 post-split) for an aggregate purchase price of $10. The Company retired these shares.

 

As of October 31, 2014, the Company has not granted any stock options and has not recorded any stock-based compensation.

 

NOTE 4 - RELATED PARTY TRANSACTIONS

 

As of October 31, 2014 and April 30, 2014, the Company has received $38,251 and $29,998, respectively, in loans and payment of expenses from a related party. The loans are payable on demand and without interest. As of October 31, 2014 and April 30, 2014, a second related party has paid expenses of $21,883 and $21,883 respectively, on behalf of the Company. These amounts are separately stated on the Balance Sheet and are due on demand with no interest.

 

NOTE 5 - RECENT ACCOUNTING PRONOUNCEMENTS

 

The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statement.

 

NOTE 6 - SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that there are no further events to disclose.

 

 
8

 

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

 

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

 

Overview

 

One Clean Planet, Inc. fka Singular Chef, Inc. ("the Company", “our” or "we") was incorporated in the State of Nevada as a for-profit company on April 09, 2009. The Company is a development stage company that intends to provide specialized step-by-step cooking tutorials through the website we are currently developing for monthly subscribers and on pay-per-view basis.

 

We plan on targeting our marketing efforts on subscribers that are interested in quick, tasty and easy-to-prepare recipes.

 

Results of Operations

 

The Company has not yet generated any revenue from its operations. Expenses for the three months ended October 31, 2014, were $2,750 resulting in a net loss of $2,750 as compared to expenses for the three months ended October 31, 2013 of $4,395 resulting in a net loss of $4,395. The net loss of $2,750 for the three months ended October 31, 2014 is a result of Office and general expenses of $Nil and Professional Fees of $2,750 as compared to the net loss of $4,395 for the three months ended October 31, 2013 resulting from Office and general expenses of $1,645 and Professional Fees of $2,750.

 

Expenses for the six months ended October 31, 2014, were $7,357 resulting in a net loss of $7,357 as compared to expenses for the six months ended October 31, 2013 of $23,845 resulting in a net loss of $23,845. The net loss of $7,357 for the six months ended October 31, 2014 is a result of Office and general expenses of $357 and Professional Fees of $7,000 as compared to the net loss of $23,845 for the six months ended October 31, 2013 resulting from Office and general expenses of $18,095 and Professional Fees of $5,750.

 

Capital Resources and Liquidity

 

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 implemented our plan of operations. With the exception of cash advances from our sole Officer and Director, our only source for cash at this time is investments by others. We must raise cash to implement our strategy and stay in business.

 

As of October 31, 2014, we had $79 in cash as compared to $79 in cash at April 30, 2014. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain a reporting status. As of October 31, 2014 and April 30, 2014, the Company has received $38,251 and $29,998, respectively, in loans and payment of expenses from a related party. The loans are payable on demand and without interest. As of October 31, 2014 and April 30, 2014, a second related party has paid expenses of $21,883 and $21,883 respectively, on behalf of the Company. These amounts are separately stated on the Balance Sheet and are due on demand with no interest.

 

We do not anticipate researching and releasing any further features to our software nor do we foresee the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees.

 

Off-balance sheet arrangements

 

Other than the situation described in the section titled Capital Recourses and Liquidity, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

 

 
9

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

The Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and we are not required to provide the information under this item.

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

 

In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's principal executive officer and principal financial officer. Based upon that evaluation, our company's principal executive officer and principal financial officer concluded that subject to the inherent limitations noted in this Part II, Item 9A(T) as of October 31, 2014, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended October 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

 
10

 

PART II—OTHER INFORMATION

 

Instruction. The report shall contain the item numbers and captions of all applicable items of Part II, but the text of such itemsmay be omitted provided the responses clearly indicate the coverage of the item. Any item which is inapplicable or to which the answer is negative may be omitted and no reference thereto need be made in the report. If substantially the same information has been previously reported by the registrant, an additional report of the information on this form need not be made. The term “previously reported” is defined in Rule 12b-2 (17 CFR 240. 12b-2). A separate response need not be presented in Part II where information called for is already disclosed in the financial information provided in Part I and is incorporated by reference into Part II of the report by means of a statement to that effect in Part II which specifically identifies the incorporated information.

 

Item 1. Legal Proceedings.

 

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

 

No director, officer, or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

 

Item 1A. Risk Factors.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.

 

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

 

None

 

Item 3. Defaults Upon Senior Securities.

 

None

 

Item 4. Mine Safety Disclosures.

 

None

 

Item 5. Other Information.

 

(a) None

 

 
11

 

Item 6. Exhibits.

 

31.1

 

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer

     

31.2

 

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer*

     

32.1

 

Section 1350 Certification of Chief Executive Officer

     

32.2

 

Section 1350 Certification of Chief Financial Officer**

 

101.INS 

 

XBRL Instance Document

     

101.SCH

 

XBRL Taxonomy Extension Schema Document

     

101.CAL 

 

XBRL Taxonomy Extension Calculation Linkbase Document

     

101.DEF 

 

XBRL Taxonomy Extension Definition Linkbase Document

     

101.LAB 

 

XBRL Taxonomy Extension Label Linkbase Document

     

101.PRE 

 

XBRL Taxonomy Extension Presentation Linkbase Document

  

* Included in Exhibit 31.1

** Included in Exhibit 32.1

 

 
12

 

SIGNATURES

 

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

 

 

  One Clean Planet, Inc.

(Registrant)

 
       
Date: April 14, 2015 By: /s/ Nathan Adamson  
    Nathan Adamson President and Director  
    Principal and Executive Officer  
    Principal Financial Officer

Principal Accounting Officer 

 

 

 

13