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 July 31, 2015 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

 

Kashin, Inc.

F.K.A. 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)

 

(345) 938-5360

(Registrant’s telephone number, including area code)

 

_______________________________________________________________

(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 ¨ (Do not check if a smaller reporting company) Smaller reporting company x

 

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

 

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 September 19, 2015, the Company had 10,014,745 common shares issued and outstanding.

 

 

 

TABLE OF CONTENTS

 

PART I—FINANCIAL INFORMATION				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				11
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

 

KASHIN, INC

fka ONE CLEAN PLANET, INC.

CONDENSED FINANCIAL STATEMENTS

July 31, 2015

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

 

KASHIN, INC

fka ONE CLEAN PLANET, INC.

CONDENSED BALANCE SHEETS

Unaudited

 

		July 31, 2015				April 30, 2015
ASSETS
CURRENT ASSETS
Cash		$	25			$	2,720
TOTAL CURRENT ASSETS		$	25			$	2,720
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Bank Overdraft		$	1,552			$	-
Notes Payable			100,000				-
Accounts payable and accrued liabilities			76,147				129,642
Accounts payable - related party			21,883				21,883
Loans from related party			36,914				36,913
TOTAL CURRENT LIABILITIES		$	236,495			$	188,437
STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock
Authorized
75,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
10,014,745 shares at July 31, 2015 and at April 30, 2015		$	10,015			$	10,015
Additional Paid in Capital			5,762				5,762
Accumulated deficit			(252,246	)			(201,493	)
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)		$	(236,470	)		$	(185,717	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)		$	25			$	2,720

 

The accompanying notes are an integral part of these financial statements

 

4

 

KASHIN, INC

fka ONE CLEAN PLANET, INC.

CONDENSED STATEMENTS OF OPERATIONS

Unaudited

 

		3 months				3 months
		ended				ended
		July 31, 2015				July 31, 2014
REVENUE
Revenues		$	5,000			$	-
Total Revenues		$	5,000			$	-
EXPENSES
Office and general		$	49,253			$	357
Professional Fees			6,500				4,250
Total Expenses, before provision of income taxes		$	55,753			$	4,607
Provision for income taxes			-				-
NET LOSS		$	(50,753	)		$	(4,607	)
BASIC AND DILUTED LOSS PER COMMON SHARE		$	-			$	-
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING			10,014,745				10,014,745

 

The accompanying notes are an integral part of these financial statements

 

5

 

KASHIN, INC

fka ONE CLEAN PLANET, INC.

CONDENSED STATEMENTS OF CASH FLOWS

Unaudited

 

		3 months				3 months
		ended				ended
		July 31, 2015				July 31, 2014
OPERATING ACTIVITIES
Net loss		$	(50,753	)		$	(4,607	)
Adjustment to reconcile net loss to net cash used in operating activities:
Expenses paid on company's behalf by related party			-				3,253
Bank Overdraft			1,552				-
Increase (decrease) in accrued expenses			(53,494	)			(3,646	)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		$	(102,695	)		$	(5,000	)
FINANCING ACTIVITIES
Proceeds from sale of common stock			-				-
Notes Payable			100,000				-
Loan from Related Party			-				5,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		$	100,000			$	5,000
NET INCREASE (DECREASE) IN CASH		$	(2,695	)		$	-
CASH, BEGINNING OF PERIOD		$	2,720			$	79
CASH, END OF PERIOD		$	25			$	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

 

KASHIN, INC
fka ONE CLEAN PLANET, INC.
NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

July 31, 2015

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 July 31, 2015, and for all periods presented herein, have been made. On July 27, 2015, the Company approved and effected a name change to Kashin, 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, 2015 audited financial statements. The results of operations for the periods ended July 31, 2015 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 $236,470, an accumulated deficit of $252,246 and net loss from operations since inception of $252,246. 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.

NOTE 3 – CAPITAL STOCK

The Company’s capitalization was reduced to 75,000,000 common shares with a par value of $0.001 per share on July 27, 2015. No preferred shares have been authorized or issued.

On July 31, 2015, and on April 30, 2015, the Company had 10,014,745 common shares issued and outstanding. All share information has been retrospectively restated to reflect the 35:1 reverse split approved on July 27, 2015.

As of July 31, 2015, the Company has not granted any stock options and has not recorded any stock-based compensation.

 

7

 
NOTE 4 – RELATED PARTY TRANSACTIONS

As of July 31, 2015 and April 30, 2015, the Company has received $36,914 and $36,913, respectively, in loans and payment of expenses from a related party. The loans are payable on demand and without interest. As of July 31, 2015 and April 30, 2015, 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

 

On July 27, 2015, the Company approved and effected a name change to Kashin, Inc. Kashin, 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 and has generated $5,000 in revenues unrelated to its operations. Expenses for the three months ended July 31, 2015, were $55,753 resulting in a net loss of $50,753 as compared to expenses for the three months ended July 31, 2014 of $4,607 resulting in a net loss of $4,607. The net loss of $50,753 for the three months ended July 31, 2015 is a result of Revenues of $5,000, Office and general expenses of $49,253 and Professional Fees of $6,500 as compared to the net loss of $4,607 for the three months ended July 31, 2014 resulting from Office and general expenses of $357 and Professional Fees of $4,250.

 

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.

 

For the period ended July 31, 2015, the Company had cash of $25 as compared to cash of $2,720 for the period ended April 30, 2015. Accounts payable and accrued liabilities for the three month period ended July 31, 2015 were $76,147. 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 July 31, 2015 and April 30, 2015, the Company has received $36,914, in Notes Payable. As of July 31, 2015, the Company has received a loan of $100,000. The Note Payable and loans are payable on demand and without interest. As of July 31, 2015 and April 30, 2015, 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 July 31, 2015, 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 July 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

10

 

PART II—OTHER 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		XBRL Interactive Data Files

 

* 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.

 

	Kashin, Inc. (Registrant)
Date: September 21, 2015	By:	/s/ Carl Maybin
		Carl Maybin
		President and Director
		Principal and Executive Officer Principal Financial Officer Principal Accounting Officer

  

 

13

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