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EX-31 - CERTIFICATION UNDER SECTION 302 - Kashin, Inc.exhibit31.htm
EX-32 - CERTIFICATION UNDER SECTION 906 - Kashin, Inc.exhibit32.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q



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


 For the quarterly period ended: July 31, 2010


[  ] 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


Singular Chef, Inc.

(Exact name of registrant as specified in its charter)


Nevada                            

     

                    

 26-4711535

     (State of or other jurisdiction of incorporation or organization)         (IRS Employer Identification No.)


                  112 North Curry Street, Carson City

         89703-4934

                        (Address of principal executive offices)

          

(Zip Code)


(775) 321.8247

 (Registrant’s telephone number, including area code)




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 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 [   ]  (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 |_|



Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  As of September 14, 2010, the registrant had 9,766,000 shares of common stock, $0.001 par value, issued and outstanding.




1








Index

                                                                          


 

 

 

 

 

 

 

 

 

 

 

PART I - FINANCIAL  INFORMATION

 

 

 

 

 

Page no.

 

 

 

 

 

 

 

 

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

 

 

3

 

 

 

 

 

 

 

 

 

 

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of

 

 

 

Operations

 

 

 

 

 

 

 

10

 

 

 

 

 

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

 

 

12

 

 

 

 

 

 

 

 

 

 

 

Item 4.

Controls and Procedures

 

 

 

 

 

 

12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

 

 

 

 

 

 

13

 

 

 

 

 

 

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

 

13

 

 

 

 

 

 

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

 

 

 

 

14

 

 

 

 

 

 

 

 

 

 

 

Item 4.

Submission of  Matters to a Vote of  Security Holders

 

 

 

14

 

 

 

 

 

 

 

 

 

 

 

Item 5.

Other Information

 

 

 

 

 

 

 

14

 

 

 

 

 

 

 

 

 

 

 

Item 6.

Exhibits

 

 

 

 

 

 

 

 

14

 

 

 

 

 

 

 

 

 

 

 












2




 

 

 

 

 

 

 

 

 

 

SINGULAR CHEF, INC.

(A Development Stage Company)

 

CONDENSED FINANCIAL STATEMENTS

 

July 31, 2010

 

Unaudited

 

 

 

 

 

 

 

 

 

 

 

 

CONDENSED BALANCE SHEETS

 

CONDENSED STATEMENTS OF OPERATIONS

 

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 

CONDENSED STATEMENTS OF CASH FLOWS

 

NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS




3




SINGULAR CHEF, INC.

(A Development Stage Company)

 

 

 

 

 

 

 

 

 

 

CONDENSED BALANCE SHEETS

Unaudited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

July 31, 2010

 

April 30, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash

 

 

 

 

$

261

$

261

TOTAL ASSETS

 

 

 

$

261

$

261

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT  LIABILITIES

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

21,716

$

18,263

Loans from Related Party

 

 

 

1,670

 

1,570

TOTAL CURRENT LIABILITIES

 

 

$

23,386

$

19,833

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’  EQUITY ( DEFICIT )

 

 

 

 

 

Capital stock

 

 

 

 

 

 

 

Authorized

 

 

 

 

 

 

 

       75,000,000 shares of common stock, $0.001 par value,

 

 

 

 

Issued and outstanding

 

 

 

 

 

 

        9,766,000 & 9,500,000 shares at July 31, 2010 and April 30, 2010, respectively

 

$

9,766

$

9,500

        Additional Paid in Capital

 

 

 

6,021

 

-    

        Subscriptions Receivable

 

 

 

(6,287)

 

-    

Deficit accumulated during the development stage

 

(32,625)

 

(29,072)

TOTAL STOCKHOLDERS’ EQUITY/(DEFICIT)

 

 

 

 

 

$

(23,125)

$

(19,572)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)

 

 

 

 

 

$

261

$

261

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements




4




SINGULAR CHEF, INC.

(A Development Stage Company)

 

 

 

 

 

 

 

 

 

 

 

 

CONDENSED STATEMENTS OF OPERATIONS

Unaudited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative results

 

 

 

 

 

 

 

3 months

 

3 months

 

from inception

 

 

 

 

 

 

 

ended

 

ended

 

(April 9, 2009) to

 

 

 

 

 

 

 

July 31, 2010

 

July 31, 2009

 

July 31, 2010

REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

$

-    

$

-    

$

-    

Total Revenues

 

 

 

 

$

-    

$

-    

$

-    

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Office and general

 

 

 

 

$

275

$

900

$

5,997

Professional Fees

 

 

 

 

 

3,278

 

7,388

 

26,628

Loss before income taxes

 

 

 

$

3,553

$

8,288

$

32,625

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

 

$

-    

$

-    

$

-    

NET LOSS

 

 

 

 

$

(3,553)

$

(8,288)

$

(32,625)

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER COMMON SHARE

 

 

 

 

 

 

$

-    

$

-    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

 

 

 

 

 

 

 

 

 

 

 

 

 

9,572,587

 

9,500,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements




5




SINGULAR CHEF, INC.

(A Development Stage Company)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

From inception (April 9, 2009) to July 31, 2010

 

Unaudited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

 

Common Stock

 

 

 

 

 

accumulated

 

 

 

 

 

 

Additional

 

Share

 

during the

 

 

 

 

Number of

 

 

 

Paid-in

 

Subscriptions

 

development

 

 

 

 

 shares

 

Amount

 

Capital

 

Receivable

 

stage

 

Total

Balance at Inception, April 9, 2009

 

-

$

-

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash at $0.001

 

 

 

 

 

 

 

 

 

 

per share on April 30, 2009

9,500,000

$

9,500

$

-    

$

(9,500)

$

-    

$

-    

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period ended

 

 

 

 

 

 

 

 

 

 

 

April 30, 2009

 

 

 

 

 

 

 

 

 

(1,070)

 

(1,070)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2009

9,500,000

$

9,500

$

-    

$

(9,500)

$

(1,070)

$

(1,070)

Subscription Receivable on

 

 

 

 

 

 

 

 

 

 

 

October 8, 2009

 

 

 

 

 

 

 

9,500

 

 

 

9,500

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended

 

 

 

 

 

 

 

 

 

 

 

April 30, 2010

 

-    

 

-    

 

-    

 

-    

 

(28,002)

 

(28,002)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2010

9,500,000

$

9,500

$

-    

$

-    

$

(29,072)

$

(19,572)

Common Shares issued for

Subscriptions receivable in

 

 

 

 

 

 

 

 

 

 

 

 

June/July 2010 at $0.024 per share

 

266,000

 

266

 

6,021

 

(6287)

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period ended

 

 

 

 

 

 

 

 

 

 

 

July 31, 2010

 

-    

 

-    

 

-    

 

-    

 

(3,553)

 

(3,553)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance,  July 31, 2010

9,766,000

$

9,766

$

6,021    

$

(6,287)

$

(32,625)

$

(23,125)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements




6




SINGULAR CHEF, INC.

(A Development Stage Company)

 

CONDENSED STATEMENTS OF CASH FLOWS

Unaudited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3 months

 

3 months

 

April 9, 2009

 

 

 

 

 

 

ended

 

ended

 

(date of inception) to

 

 

 

 

 

 

July 31, 2010

 

July 31, 2009

 

July 31, 2010

 

 

 

 

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net loss

 

 

 

$

(3,553)

$

(8,288)

$

(32,625)

 

Adjustment to reconcile net loss to net cash

 

 

 

 

 

 

 

used in operating activities

 

 

 

 

 

 

 

 

Expenses paid on company's behalf by related party

100

 

-

 

1,170

 

Increase (decrease) in accrued expenses

$

3,453

$

8,288

$

21,716

 

 

 

 

 

 

 

 

 

 

 

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

 

 

 

 

 

 

$

-    

$

-    

$

(9,739)

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

Proceeds from sale of common stock

 

-    

 

-    

 

9500

 

Loan from Related Party

 

-

 

-

 

500

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

 

 

 

 

$

-    

$

-    

$

10,000

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE ( DECREASE) IN CASH

$

-    

$

-    

$

261

 

 

 

 

 

 

 

 

 

 

 

CASH, BEGINNING OF PERIOD

 

$

261

$

-    

$

-    

 

 

 

 

 

 

 

 

 

 

 

CASH, END OF PERIOD

 

 

$

261

$

-    

$

261

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information and noncash financing activities:

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

 

 

Interest

 

 

 

$

-    

$

-    

$

-    

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

 

$

-    

$

-    

$

-    



The accompanying notes are an integral part of these financial statements



7




SINGULAR CHEF, INC.

(A Development Stage Company)

 NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

 

July 31, 2010

 

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, 2010, and for all periods presented herein, have been made.

 

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, 2010 audited financial statements.  The results of operations for the periods ended July 31, 2010 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 using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As at July 31, 2010, the Company has an accumulated deficit of $32,625, since inception The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

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.




8




SINGULAR CHEF, INC.

(A Development Stage Company)

 NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

 

July 31, 2010

 


NOTE 3 – CAPITAL STOCK

 

The Company’s capitalization is 75,000,000 common shares with a par value of $0.001 per share.  No preferred shares have been authorized or issued.

 

On April 30, 2009, the President was issued 9,500,000 common shares for cash, which was received on October 8, 2009.

 

During June and July of 2010, the Company issued 266,000 common shares for subscriptions receivable.

 

As of July 31, 2010, the Company has not granted any stock options and has not recorded any stock-based compensation.

 

NOTE 4 – LOAN PAYABLE – RELATED PARTY LOANS

 

The Company has received $1,670 and $1,570 in loans from related parties as of July 31, 2010 and April 30, 2010, respectively. These loans are payable on demand and without 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

 

In August 2010, the Company received payment for the 266,000 shares of common stock issued in June and July of 2010 at $0.024 per share for a total of $6,287.

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












9



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


Singular Chef, Inc. ("Singular Chef", "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 our website 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.



Plan of Operation


The Company has not yet generated any revenue from its operations.  As of the fiscal quarter ended July 31, 2010 we had $261 of cash on hand. We incurred operating expenses in the amount of $3,553 in the quarter ended July 31, 2010. In the quarter ended July 31, 2009 the total expenses were in the amount of $8,288. These operating expenses were comprised of professional auditor fees, office and general expenses. In the quarter ended July 31, 2009 was also included professional legal fees.


Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities.  We have registered 3,200,000 of shares from our common stock for sale to the public.  Our registration statement became effective on May 03, 2010 and we are in the process of seeking equity financing to fund our operations over the next 12 months.  


Management believes that if subsequent private placements are successful, we will generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.


If Singular Chef is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be very difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering described herein and failure thereof would result in Singular Chef having to seek capital from other resources such as debt financing, which may not even be available to the company. However, if such financing were available, because Singular Chef is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an



10



above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If Singular Chef cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in Singular Chef common stock would lose all of their investment.


Our specific goal will be marketing Singular Chef’s subscription-based website to individuals that are interested in prepare various quick, tasty and easy dishes.  We intend to accomplish the foregoing through the following milestones:


1.

We plan to initiate our business operations, after raising enough funds, establishing our office and acquiring a computer and office items. We estimate that establishing our offices will take up to 60 days. We intend to retain a web designer to fully develop our website. We believe that it will cost about $20,000 to establish our office with the necessary computer equipment/software and website. We do not intend to hire employees. Our sole officer and director will handle our administrative duties.


2.

As soon as our office is operational, we intend to contact cooking consultants to teach different kinds of easily prepared recipes for our website. We plan to tape the chefs preparing their recipes thereby creating pictorial albums available for online viewing. The website will also include tutorials and still pictures, taken by a consultant photographer and filmmaker. We believe that this stage will take about 90 days and it will cost around $23,500.


3.

As soon as our website is operational, we will begin our marketing campaign in order to find sponsors to whom we will offer spaces in the website, use their ingredients and equipments for the tutorials. We will advertise in culinary art magazines, newspaper and print informative flyers and send direct mailers.  We believe that it will cost a minimum of $25,000 to implement our marketing and sales campaign. Marketing is an ongoing matter that will begin on the sixth month after the beginning of our business operations and will continue during the life of our operations.


Management does not plan to hire additional employees at this time. Our President will be responsible for the initial product sourcing. We intend to hire sales representatives initially on a commission only basis to keep administrative overhead to a minimum.  We will use third party web designers to build and maintain our website.


We do not expect to be purchasing or selling plant or significant equipment during the next twelve months.



Off Balance Sheet Arrangement


The company is dependent upon the sale of its common shares to obtain the funding necessary to carry out its business plan.  Our President, Sylvain Petrari has undertaken to provide the Company with operating capital to sustain its business over the next twelve month period, as the expenses are incurred, in the form of a non-secured loan. However, there is no contract in place or written agreement securing these agreements.  Investors should be aware that Mr. Petrari’s intentions are not under contract or agreement with the Company.



11



Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


Item 3. Quantitative and Qualitative Disclosures about Market Risk


Not required.


Item 4. Controls and Procedures


The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.


As of July 31, 2010 management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments.  Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.


The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the review of our financial statements as July 31, 2010 and communicated the matters to our management.


Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not affect the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can affect the Company's results and its financial statements for the future years.

We are committed to improving our financial organization. As part of this commitment, we will create a position to  segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors



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 who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.


We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.


There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the small business issuer's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.





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 issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.




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


        None.



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Item 3. Defaults Upon Senior Securities


        None


Item 4. Submission of Matters to a Vote Security Holders


        None


Item 5. Other Information


    None


Item 6. Exhibits


3.1

Articles of Incorporation [1]


3.2

By-Laws [1]


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 **


[1]     Incorporated by reference from the Company’s filing with the Commission on August 11, 2009.

*     Included in Exhibit 31.1

**    Included in Exhibit 32.1



                                   

SIGNATURES


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


                        


Singular Chef, Inc.



BY:  /s/ Sylvain Petrari

------------------------------

Sylvain Petrari

President, Secretary Treasurer, Principal Executive Officer,

Principal Financial Officer and sole Director



Dated:  September 27, 2010



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