XOTC:SGUF Annual Report 10-K Filing - 4/30/2012

Effective Date 4/30/2012



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

 

 

 

FORM 10-K

 

[X] ANNUAL  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the fiscal year ended:  

April 30, 2012

 

 

 

 

 

 

 

[   ] 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 or other jurisdiction of incorporation or organization)

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

 

 

 

 

 

 

 

112 North Curry Street - Carson City - Nevada   89703-4934

 

 

(Address of principal executive offices)   (Zip Code)

 

 

 

 

 

 

 

Registrant’s telephone number, including area code

(775) 321-8247

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.  

 

Yes |_| No |X|

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 if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  

 

|_|

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 |_|

The number of shares outstanding of the Registrant's Common Stock as July 26, 2012 was 9,766,000 shares of common stock, $0.001 par value, issued and outstanding.












TABLE OF CONTENTS


                                                                          

                                

PART I

Page

Number

                                                

                              


Item 1.

Business

3

Item 1A.

Risk Factors

4

Item 1B

Unresolved Staff Comments

4

Item 2

Properties

4

Item 3

Legal Proceedings

4

Item 4

(Removed and Reserved)

4

 

PART II


Item 5

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

5

Item 6

Selected Financial Data

5

Item 7

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

5

Item 7A

Quantitative and Qualitative Disclosure about Market Risk

6

Item 8

Financial Statements and Supplementary Data

6

Item 9

Changes and Disagreements With Accountants on Accounting and Financial Disclosure

16

Item 9A

Controls and Procedures

16

Item 9B

Other Information

18


PART III


Item 10

Directors, Executive Officers and Corporate Governance

19

Item 11

Executive Compensation

20

Item 12

Security Ownership of Certain Beneficial Owners and Management

20

Item 13

Certain Relationships and Related Transactions and Director Independence

20

Item 14

Principal Accounting Fees and Services

21


PART IV


Item 15

Exhibits and Financial Statement Schedules

21













2





PART 1


Item 1: Business


Overview


Singular Chef, Inc. was incorporated in the State of Nevada on April 9, 2009 and has a fiscal year end of April 30. We are 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.


The Company has not been involved in any bankruptcy, receivership or similar proceedings since its incorporation nor has it been involved in any reclassification, merger or consolidation.  We have no plans to change our business activities.  


Our president and director has invested $9,500 in the Company. In the fiscal year ended April 30, 2011, we have raised $6,286 through the sales of our common stock. We will need additional cash and if we are unable to raise it, we will either suspend marketing operations until we do raise the cash necessary to continue our business plan, or we cease operations entirely.


If we are unable to complete any phase of our business plan or marketing efforts because we don’t have enough money, we will cease our development and/or marketing activities until we raise money. Attempting to raise capital after failing in any phase of our business plan would be difficult. As such, if we cannot secure additional funds we will have to cease operations and investors will lose their entire investment.



Plan of Operation


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


1.

We plan to establish our web presence and computer services by contracting an existing server farm that has to on demand capabilities to meet bandwidth growth as it happens. Such sever farms and services providers have lower bandwidth costs, better redundancy, better backup systems and a more stable environment than the company could afford to establish on its own.


2.

We plan to contact various film schools to seek out young producers and cinematographers that would be interested in producing and filming our cooking videos for us. It is possible that these students will be able to use the work they do for the company as practicum for their courses and receive credit.


3.

We plan to contact various cooking schools looking for students that would be interested in sharing recipes and appearing on camera to demonstrate these recipes. It is possible that these students will be able to use the work they do for the company as practicum for their courses and receive credit.





3




Management believes that if additional 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 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.


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.


Item 1A. Risk Factors

 

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


Item 1B. Unresolved Staff Comments


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


Item 2. Properties


We do not own any real estate or other properties. The office space is provided by the president at no charge.


Item 3. 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 4. (Remove and Reserved)







4




PART II



Item 5.  Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities


As of April 30, 2012, the Company has issued a total of 9,766,000 shares.  The company has not paid cash dividends and has no outstanding options as of April 30, 2012.


Item 6. Selected Financial Data


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


Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations


The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report.


This annual report contains forward looking statements relating to our Company's future economic  performance,  plans and objectives of management for future operations, projections of revenue  mix  and  other financial items that are  based on the beliefs of, as well as assumptions made  by  and  information currently  known  to,  our  management.  The words "expects”, “intends”, “believes”, “anticipates”, “may”, “could”, “should" and similar expressions and variations thereof are intended to identify forward-looking statements.  The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement.


Our auditor’s report on our April 30, 2012 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Since our officer and director may be unwilling or unable to loan or advance us additional capital, we believe that if we do not raise additional capital over the next 12 months, we may be required to suspend or cease the implementation of our business plans. See “April 30, 2012 Audited Financial Statements - Auditors Report.”


As of April 30, 2012, Singular Chef had $79 cash on hand and in the Trust Account. Management believes this amount will not satisfy our cash requirements for the next twelve months or until such time that additional proceeds are raised. We plan to satisfy our future cash requirements - primarily the working capital required for the development of our course guides and marketing campaign and to offset legal and accounting fees - by additional equity financing. This will likely be in the form of private placements of common stock.


Management believes that if subsequent private placements are successful, we will be able to 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.


Singular Chef believes if we do not raise additional proceeds through an extra private placement offering it will then have to seek additional funds through debt financing, which would be highly difficult for a new development stage company to secure. 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 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



5




required to cease business operations. As a result, investors in Singular Chef common stock would lose all of their investment.


The development and marketing of our services will start over the next 12 months. Singular Chef does not anticipate obtaining any further products or services.


We did not generate any revenue during the fiscal year ended April 30, 2012.  As of the fiscal year ended April 30, 2012 we had $79 of cash on hand in the Trust Account. We incurred operating expenses in the amount of $37,396 in the fiscal year ended April 30, 2012 as compared to $16,323 at April 30, 2011. The operating expenses as of the fiscal year ended April 30, 2012 were comprised of professional legal and auditor fees and office and general expenses.   Since inception we have incurred operating expenses of $82,791 which includes incorporation fees.


Singular Chef has no current plans, preliminary or otherwise, to merge with any other entity.


Off Balance Sheet Arrangements.


As of the date of this Annual Report, the current funds available to the Company will not be sufficient to continue operations. The cost to establish the Company and begin operations is estimated to be approximately $80,000 over the next twelve months and the cost of maintaining our reporting status is estimated to be $10,000 over this same period. The officer and director, Sylvain Petrari has undertaken to provide the Company with operating capital to sustain our 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 this agreement.  Management believes that if the Company cannot raise sufficient revenues or maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company.  As such, any investment previously made would be lost in its entirety.    


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 7A. Quantitative and Qualitative Disclosures about Market Risk


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


Item 8. Financial Statements and Supplementary Data




6





 

 

 

 

 

 

 

SINGULAR CHEF, INC.

(A Development Stage Company)

 

FINANCIAL STATEMENTS

 

April 30, 2012

 

Audited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 BALANCE SHEETS

 

 STATEMENTS OF OPERATIONS

 

 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 

 STATEMENTS OF CASH FLOWS

 

NOTES TO THE AUDITED FINANCIAL STATEMENTS




7





SEALE AND BEERS, CPAs

PCAOB & CPAB REGISTERED AUDITORS

www.sealebeers.com


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of

Singular Chef, Inc.

(A Development Stage Company)


We have audited the accompanying balance sheets of Singular Chef, Inc. (A Development Stage Company) as of April 30, 2012 and 2011, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended April 30, 2012 and 2011, and from inception on April 9, 2009 through April 30, 2012. Singular Chef, Inc.’s management is responsible for these financial statements.  Our responsibility is to express an opinion on these financial statements based on our audits.  


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting.  Accordingly we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Singular Chef, Inc. (A Development Stage Company) as of April 30, 2012 and 2011, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended April 30, 2012 and 2011, and from inception on April 9, 2009 through April 30, 2012, 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 3 to the financial statements, the Company has no revenues, has negative working capital at April 30, 2012, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern.  Management’s plans concerning these matters are also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ Seale and Beers, CPAs


Seale and Beers, CPAs

Las Vegas, Nevada

July 24, 2012



50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351



8







SINGULAR CHEF, INC.

(A Development Stage Company)

 

 

 

 

 

 

 BALANCE SHEETS

Audited

 

 

 

 

 

 

 

 

 

April 30, 2012

 

April 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash

 

 

79

 

$                  217

TOTAL CURRENT ASSETS

 

$

79

 

$                  217

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

CURRENT  LIABILITIES

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

32,311

 

$            20,406

Accounts payable – Related Party

 

 

8,500

 

-

Loans from Related Party

 

 

26,273

 

9,420

TOTAL CURRENT LIABILITIES

 

$

67,084

 

$            29,826

 

 

 

 

 

 

STOCKHOLDERS'  EQUITY ( DEFICIT )

 

 

 

 

 

Capital stock

 

 

 

 

 

Authorized

 

 

 

 

 

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

 

 

 

 

 

Issued and outstanding

 

 

 

 

 

9,766,000,shares at April 30, 2012 and 2011 respectively

 

$

9,766

 

$             9,766

        Additional Paid in Capital

 

 

6,020

 

6,020

Deficit accumulated during the development stage

 

 

(82,791)

 

(45,395)

TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)

 

$

(67,005)

 

$        (29,609)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)

 

$

79

 

 $                217

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements






9





SINGULAR CHEF, INC.

(A Development Stage Company)

 

 

 

 

 

 

 

 

 STATEMENTS OF OPERATIONS

Audited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative results

 

 

 

Year

 

Year

 

from inception

 

 

 

ended

 

ended

 

(April 9, 2009) to

 

 

 

April 30, 2012

 

April 30, 2011

 

April 30, 2012

REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

-    

$

-    

$

-    

Total Revenues

$

-    

$

-    

$

-    

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Office and general

$

10,008

$

4,658

$

20,388

Professional Fees

 

27,388

 

11,665

 

62,403

Total Expenses, before provision of income taxes

$

37,396

$

16,323

$

82,791

 

 

 

 

 

 

 

 

Provision for income taxes

 

-    

 

-    

 

-    

 

 

 

 

 

 

 

 

NET LOSS

$

(37,396)

$

(16,323)

$

(82,791)

 

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER COMMON SHARE

 

 

 

 

 

 

$

-    

$

-    

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

 

 

 

 

 

 

 

 

 

 

 

 

 

9,766,000

 

9,766,000

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

SINGULAR CHEF, INC.

(A Development Stage Company)

 

 

 

 

 

 

 

 

 

 

 

 

 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

From inception (April 9, 2009) to April 30, 2012

 

Audited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

Common Stock

 

 

 

 

 

accumulated

 

 

 

 

 

Additional

 

Share

 

during the

 

 

 

Number of

 

 

 

Paid-in

 

Subscriptions

 

development

 

 

 

shares

 

Amount

 

Capital

 

Receivable

 

stage

 

Total

Balance on 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)

Subscription Receivable on

 

 

 

 

 

 

 

 

 

 

 

June/July 2010 at $0.024 per share,

 

 

 

 

 

 

 

 

 

 

 

cash received in August 2010

266,000

 

266

 

6,020

 

 

 

 

 

6,286

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended

 

 

 

 

 

 

 

 

 

 

 

April 30, 2011

-    

 

-    

 

-    

 

-    

 

(16,323)

 

(16,323)

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2011

9,766,000

$

9,766

$

6,020

$

-    

$

(45,395)

$

(29,609)

Net loss for the year ended

 

 

 

 

 

 

 

 

 

 

 

April 30, 2012

-    

 

-    

 

-    

 

-    

 

(37,396)

 

(37,396)

 

 

 

 

 

 

 

 

 

 

 

 

Balance,  April 30, 2012

9,766,000

$

9,766

$

6,020

$

-    

$

(82,791)

$

(67,005)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

SINGULAR CHEF, INC.

(A Development Stage Company)

 

 STATEMENTS OF CASH FLOWS

Audited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

Year

 

April 9, 2009

 

 

 

ended

 

ended

 

(date of inception) to

 

 

 

April 30, 2012

 

April 30, 2011

 

April 30, 2012

 

 

 

 

 

 

 

 

 OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net loss

$

(37,396)

$

(16,323)

$

(82,791)

 

Adjustment to reconcile net loss to net cash

 

 

 

 

 

 

 

used in operating activities:

 

 

 

 

 

 

 

Expenses paid on company's behalf by related party

 

5,883

 

7,850

 

14,803

 

Increase (decrease) in prepaid expenses

 

-    

 

-

 

-    

 

Increase (decrease) in accrued expenses

 

20,405

 

2,143

 

40,811

 

 

 

 

 

 

 

 

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

 

 

 

 

 

 

$

(11,108)

$

(6,330)

$

(27,177)

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

Proceeds from sale of common stock

 

-    

 

6,286

 

15,786

 

Loan from Related Party

 

10,970

 

-    

 

11,470

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

 

 

 

 

$

10,970

$

6,286

$

27,256

 

 

 

 

 

 

 

 

NET INCREASE ( DECREASE) IN CASH

$

(138)

$

(44)

$

79

 

 

 

 

 

 

 

 

CASH, BEGINNING OF PERIOD

$

217

$

261

$

-    

 

 

 

 

 

 

 

 

CASH, END OF PERIOD

$

79

$

217

$

79

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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



12





SINGULAR CHEF, INC.

(A Development Stage Enterprise)

NOTES TO THE AUDITED FINANCIAL STATEMENTS


April 30, 2012


NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION


The Company was incorporated in the State of Nevada as a for-profit Company on April 09, 2009 and established a fiscal year end of April 30. We are a development-stage Company which intends to provide specialized step-by-step cooking tutorials through our website for monthly subscribers and on a pay-per-view basis.


Singular Chef intends to enter into the online content provider industry specializing in step by step cookery tutorial companies.


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation

In the opinion of management, the accompanying balance sheets, statements of operations, stockholders' equity (deficit) and cash flows include all adjustments, consisting only of normal recurring items, for their fair presentation in conformity with accounting principles generally accepted in the United States. These financial statements are presented in United States dollars.


Advertising

Advertising costs are expensed as incurred.  As of April 30, 2012 and 2011, no advertising costs have been incurred.


Property

The Company does not own or rent any property.  The office space is provided by the president at no charge.


Revenue and Cost Recognition

The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.


Cash and Cash Equivalents

The Company considers all highly liquid investments with maturity of three months or less to be cash equivalents.


Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.


Income Taxes

The Company follows the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances.  Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled.  




13




SINGULAR CHEF, INC.

(A Development Stage Enterprise)

NOTES TO THE AUDITED FINANCIAL STATEMENTS


April 30, 2012


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.  


Net Loss per Share

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period.  Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company.  Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.


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 3 – 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 $67,005, an accumulated deficit of $82,791 and net loss from operations since inception of $82,791. 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.


The officers and directors have committed to advancing certain operating costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs


NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS


The Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies.  The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.


NOTE 5 – 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.





14




SINGULAR CHEF, INC.

(A Development Stage Enterprise)

NOTES TO THE AUDITED FINANCIAL STATEMENTS


April 30, 2012


NOTE 5 – CAPITAL STOCK (continued)


As of April 30, 2012 and 2011, the Company has not granted any stock options and has not recorded any stock-based compensation.


On April 30, 2009 the Company issued 9,500,000 common shares for cash at $0.001 per share. In June and July 2010 the Company issued 266,000 common shares for cash at $0.024 per share.


On April 30, 2012 and 2011, the Company had 9,766,000 common shares issued and outstanding respectively.


NOTE 6 – RELATED PARTY TRANSACTIONS


As of April 30, 2012 and 2011, the Company has received $26,273 and $9,420, respectively, in loans and payment of expenses from related parties. The loans are payable on demand and without interest.


At April 30, 2012 and 2011 respectively, the Company has booked Accounts Payable due to a Related Party of $8,500 and $0.  Total expenses incurred by the Company to the same related party as of April 30, 2012 and 2011, respectively, were $8,500 and $0, which are included in the Statement of Operations as Professional Fees.


NOTE 7 – INCOME TAXES


We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Accounting for Uncertainty in Income Taxes when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit.  We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.


The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of April 30, 2012 and 2011 are as follows:


 

April 30, 2012

April 30, 2011

Net operating loss carry forward

 

 

Effective Tax rate

82,791                                                  

45,395

Deferred Tax Assets

35%                                                      

35%

Less: Valuation Allowance

28,977                                                  

15,888

Net deferred tax asset

(28,977)                                              

(15,888)

Net deferred tax asset

$        0                                                     

$     0

 

 

 







15




SINGULAR CHEF, INC.

(A Development Stage Enterprise)

NOTES TO THE AUDITED FINANCIAL STATEMENTS


April 30, 2012


NOTE 7 – INCOME TAXES (continued)


The net federal operating loss carry forward will expire between 2029 and 2032.  This carry forward may be limited upon the consummation of a business combination under IRC Section 381.


NOTE 8 - 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 events to disclose.



Item 9. Changes and Disagreements with Accounts on Accounting and Financial Disclosure


Our auditors are Seale & Beers, CPA’s, PCAOB & CPAB Registered Auditors, 50 South Jones Blvd, Ste. 202, operating from their offices in Las Vegas, Nevada.  There have not been any changes in or disagreements with our accountants on accounting, financial disclosure or any other matter.



ITEM 9A. CONTROLS AND PROCEDURES


In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report on Form 10-K, the Company’s management evaluated, with the participation of the Company’s principal executive and financial officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act). Disclosure controls and procedures are defined as those controls and other procedures of an issuer that are designed to ensure that the information required to be disclosed by the issuer in the reports it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that Evaluation he concluded that the Registrant’s disclosure controls and procedures are ineffective in gathering, analyzing and disclosing information needed to satisfy the registrant’s disclosure obligations under the Exchange Act. Based upon an evaluation of the effectiveness of disclosure controls and procedures, our Company’s  principal executive and principal financial officer has concluded that as of the end of the period covered by this Annual Report on Form 10K our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) are not effective because of the material weaknesses in our disclosure controls and procedures which is identified below.  It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.”


The material weaknesses in our disclosure control procedures are as follows:




16




1.           Lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.


2.            Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.


We intend to initiate measures to remediate the identified material weaknesses including, but not necessarily limited to, the following:


 

 Establishing a formal review process of significant accounting transactions that includes participation of the Chief Executive Officer, the Chief Financial Officer and the Company’s corporate legal counsel.


 

 Form an Audit Committee that will establish policies and procedures that will provide the Board of Directors a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently.



Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).  Internal control over financial reporting is to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintain records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition , use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected.


As of April 30, 2012, 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 this evaluation under the COSO Framework, our management concluded that our internal control over financial reporting are not effective as of April 30, 2012.  In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework.  Based on that evaluation, they concluded that, as of April 30, 2012, 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



17




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 of April 30, 2012 and communicated to our management.


Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on 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 result in the Company's determination to 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 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 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 controls over financial reporting that occurred during the year ended April 30, 2012 that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.


This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide management report in the Annual Report.


Part 9B. Other Information


None



18






PART III



Item 10. Directors, Executive Officers and Corporate Governance


Our directors serve until their respective successors are elected and qualified. Sylvain Petrari has been elected by the Board of Directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The Board of Directors has no nominating or compensation committees. The Company’s current Audit Committee consists solely of Sylvain Petrari, the Company’ sole officer and director.


The names, addresses, ages and positions of our present sole officer and our directors are set forth below:

 

Name

Age

 

Position(s)

 

Sylvain Petrari

 

51

 

 

President, Secretary/ Treasurer, Chief Financial Officer and Chairman of the Board of Directors.


 

 

 

 

 

Sylvain Petrari has held his office/position since inception of our company.

 


Background of Officer and Director

 

Sylvain Petrari graduated at Culinary Institute of Montreal (ITHQ) and completed the program Certificate of F&B Director from the Hotel and Motel Association of the US.


From February 1990 to December 1991, Mr. Petrari worked as an Executive Chef at Manhattan Bar & Grill, Manhattan Beach, California and from December 1991 to February 1995 as an Executive Sous-Chef at Sheraton Hotel LA Airport and Crowne Plaza Hotel, in California, USA

 

As main tasks as F&B Director at Holiday Inn Torrance/CA and Sandman Hotel, Longueuil/QC,  in the period of February 1995 to February 2004, Mr. Petrari coordinated, developed and implemented menus for the restaurant and banquet; was in charge of costing for all liquor, wine and beer and implemented a new Asian Restaurant in the Hotel.  


From February 2004 to 2006, worked as General Manager at Manoir Rouville Campbell, Mont St-Hilaire, QC.


Mr. Petrari’s last job was as F&B Director at Hotel Place Darmes (apr/2007 to dec/2008) developing all menus with the chef and marketing for the gastronomic restaurant, bar/lounge.



Significant Employees


The Company does not, at present, have any employees other than the current officer and director. We have not entered into any employment agreements, as we currently do not have any employees other than the current officer and director.


Family Relations


There are no family relationships among the Directors and Officers of Singular Chef, Inc.



19






Involvement in Legal Proceedings


No executive Officer or Director of the Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending.


No executive Officer or Director of the Company is the subject of any pending legal proceedings.


No Executive Officer or Director of the Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business.


Item 11.   Executive Compensation.


Our current executive officer and director has not and does not receive any compensation and has not received any restricted shares awards, options or any other payouts. As such, we have not included a Summary Compensation Table.


There are no current employment agreements between the Company and its executive officer. Our executive officer and director has agreed to work without remuneration until such time as we receive revenues that are sufficiently necessary to provide proper salaries to the officer and compensate the director for participation. Our executive officer and director has the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, shares sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and a cash balances.  At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation.


There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by Company.


Item 12. Security Ownership of Certain Beneficial Owners and Management and related Stockholder Matters


Title of Class

Name and Address of Beneficial Owner [1]

Amount and Nature of Beneficial Owner

Percent of Class

Common Stock

Sylvain Petrari,

1094 Gariepy St.Longueuil, Quebec, Canada

J4G 2S7

9,500,000

74.80%

 

All Beneficial Owners as a Group (1 person)

9,500,000

74.80%


Item 13. Certain Relationships and Related Transactions, and Director Independence


Currently, there are no contemplated transactions that the Company may enter into with our officers, directors or affiliates. If any such transactions are contemplated we will file such disclosure in a timely manner with the Commission on the proper form making such transaction available for the public to view.  



20





The Company has no formal written employment agreement or other contracts with our current officer and director and there is no assurance that the services to be provided by him will be available for any specific length of time in the future.  Mr. Petrari anticipates devoting at a minimum of ten to fifteen percent of his available time to the Company’s affairs.  The amounts of compensation and other terms of any full time employment arrangements would be determined, if and when, such arrangements become necessary.


Item 14.   Principal Accountant Fees and Services.


For the fiscal year ended April 30, 2012 we expect to incur approximately $3,500 in fees to our principal independent accountants for professional services rendered in connection with the audit of financial statements.


During the fiscal year ended April 30, 2012, we incurred $4,500 in fees for professional services rendered by our principal independent accountants for all other non-audit services.


PART IV


Item 15. Exhibits


3.1

Articles of Incorporation of Singular Chef, Inc.(incorporated by reference from our Registration Statement on Form S-1 filed on August 11, 2009)


3.2

Bylaws of Singular Chef, Inc. (incorporated by reference from our Registration Statement on Form S-1 filed on August 11, 2009)


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 **


*     Included in Exhibit 31.1

**    Included in Exhibit 32.1

                                   


SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant 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 Director


Dated:  July 26, 2012  



21








 


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