XOTC:SGUF Quarterly Report 10-Q Filing - 7/31/2012

Effective Date 7/31/2012



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, 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, NV   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 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 |   | 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 |_|

The number of shares outstanding of the Registrant's Common Stock as August 31, 2012 was 9,766,000 shares of common stock, $0.001 par value, issued and outstanding.



1





INDEX


 

 

Page

 

 

Number

 

PART I – FINANCIAL INFORMATION

 

 

 

 

Item 1

Condensed 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

13

 

 

 

Item 4

(Removed and Reserved)

13

 

 

 

Item 5

Other Information

13

 

 

 

Item 6

Exhibits

14

 

 

 















2





 

 

 

 

 

 

 

SINGULAR CHEF, INC.

(A Development Stage Company)

 

CONDENSED FINANCIAL STATEMENTS

 

July 31, 2012

 

Unaudited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONDENSED BALANCE SHEETS

 

CONDENSED STATEMENTS OF OPERATIONS

 

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 

CONDENSED STATEMENTS OF CASH FLOWS

 

NOTES TO UNAUDITED CONDENSED INTERIM AUDITED FINANCIAL STATEMENTS

SINGULAR CHEF, INC.

(A Development Stage Company)

 

 

 

 

 

 

 

 

 

 

CONDENSED BALANCE SHEETS

Unaudited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

July 31, 2012

 

April 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash

 

 

 

 

$

79

$

79

TOTAL CURRENT ASSETS

 

 

$

79

$

79

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT  LIABILITIES

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

31,278

$

32,311

Accounts payable - related party

 

 

 

12,983

 

8,500

Loans from related party

 

 

 

 

26,273

 

26,273

TOTAL CURRENT LIABILITIES

 

 

$

70,534

$

67,084

 

 

 

 

 

 

 

 

 

 

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 July 31, 2012 & April 30, 2012 respectively

$

9,766

$

9,766

        Additional Paid in Capital

 

 

 

6,020

 

6,020

Deficit accumulated during the development stage

 

 

(86,241)

 

(82,791)

TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)

 

 

 

 

 

$

(70,455)

$

(67,005)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)

 

 

 

 

 

$

79

$

79

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

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, 2012

 

July 31, 2011

 

July 31, 2012

REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

-    

$

-    

$

-    

Total Revenues

$

-    

$

-    

$

-    

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Office and general

$

450

$

500

$

20,838

Professional Fees

 

3,000

 

3,000

 

65,403

Total Expenses, before provision of income taxes

$

3,450

$

3,500

$

86,241

 

 

 

 

 

 

 

 

Provision for income taxes

 

-    

 

-    

 

-    

 

 

 

 

 

 

 

 

NET LOSS

$

(3,450)

$

(3,500)

$

(86,241)

 

 

 

 

 

 

 

 

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)

 

 

 

 

 

 

 

 

 

 

 

 

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

From inception (April 9, 2009) to July 31, 2012

 

Unaudited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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)

Net loss for the period ended

 

 

 

 

 

 

 

 

 

 

 

July 31, 2012

-    

 

-    

 

-    

 

-    

 

(3,450)

 

(3,450)

 

 

 

 

 

 

 

 

 

 

 

 

Balance, July 31, 2012

9,766,000

$

9,766

$

6,020

$

-    

$

(86,241)

$

(70,455)

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

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, 2012

 

July 31, 2011

 

July 31, 2012

 

 

 

 

 

 

 

 

 OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net loss

$

(3,450)

$

(3,500)

$

(86,241)

 

Adjustment to reconcile net loss to net cash

 

 

 

 

 

 

 

used in operating activities:

 

 

 

 

 

 

 

Expenses paid on company's behalf by related party

 

-    

 

3,383

 

14,803

 

Increase (decrease) in prepaid expenses

 

-    

 

-

 

 

 

Increase (decrease) in accrued expenses

 

3,450

 

117

 

44,261

 

 

 

 

 

 

 

 

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

 

 

 

 

 

 

$

-    

$

-    

$

(27,177)

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

Proceeds from sale of common stock

 

-    

 

-    

 

15,786

 

Loan from Related Party

 

-    

 

-    

 

11,470

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

 

 

 

 

$

-    

$

-    

$

27,256

 

 

 

 

 

 

 

 

NET INCREASE ( DECREASE) IN CASH

$

-    

$

-    

$

79

 

 

 

 

 

 

 

 

CASH, BEGINNING OF PERIOD

$

79

$

217

$

-    

 

 

 

 

 

 

 

 

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

 

 

 

SINGULAR CHEF, INC.

(A Development Stage Company)

 NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

 

July 31, 2012

 

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, 2012, 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, 2012 audited financial statements.  The results of operations for the periods ended July 31, 2012 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 $70,455, an accumulated deficit of $86,241 and net loss from operations since inception of $86,241. 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.







8






SINGULAR CHEF, INC.

(A Development Stage Company)

 NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

 

July 31, 2012

 

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. As of July 31, 2012 and April 30, 2012 9,766,000 and 9,766,000 respectively, are issued and outstanding.

 

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.

 

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 $6,286.

 

As of July 31, 2012 and 2011, the Company has not granted any stock options and has not recorded any stock-based compensation.

 

NOTE 4 - RELATED PARTY TRANSACTIONS

 

As of July 31, 2012 and April 30, 2012, the Company has received $26,273 and $26,273, respectively, in loans and payment of expenses from a related party. The loans are payable on demand and without interest.

 

At July 31, 2012 and April 30, 2012 respectively, the Company has booked Accounts Payable due to a Related Party of $12,983 and $8,500.  Total expenses incurred by the Company to the same related party in the three months ended July 31, 2012 and 2011, respectively, were $1,500  and $0, which are included in the Statement of Operations as Professional Fees.

 

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.



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 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.


Plan of Operation


The Company has not yet generated any revenue from its operations.  As of the fiscal quarter ended July 31, 2012 we had $79 of cash on hand as compared to $79 at April 30, 2012. We incurred operating expenses in the amount of $3,450 in the quarter ended July 31, 2012 as compared to $3,500 in the quarter ended July 31, 2011. Since inception we have incurred operating expenses of $86,241 which includes incorporation fees.


Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities. We are in the process of seeking equity financing to fund our operations over the next 12 months, we are preparing a private placement offering memorandum to raise additional capital. If we are unsuccessful in raising funds through private placements the company will look for debt financing or debt financing with a convertible option into common shares.   


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 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.




10




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 two quarters:


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 back-up 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.


Management does not plan to hire additional employees at this time. Our President will be responsible for the initial product sourcing of products and personnel. 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 under development website.


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


Capital Resources


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 highly difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering and failure thereof would result in Singular Chef having to seek capital from other sources 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. 



Off Balance Sheet Arrangement


The company is dependent upon the sale of its common shares to obtain the funding necessary to carry 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 expression is neither a contract nor agreement between him and 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


Evaluation of Disclosure Controls and Procedures


Based upon an evaluation of the effectiveness of disclosure controls and procedures, our principal executive and financial officer  has concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective.  As reported in our Annual Report on Form 10-K for the year ended  April 30,2012, the Company’s principal executive and financial officer has determined that there are material weaknesses in our disclosure controls and procedures.


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


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.











12




Changes in Internal Controls over Financial Reporting


As reported in our Annual Report on Form 10-K for the year ended April 30, 2012, management is aware that there is significant deficiency and a material weakness in our internal control over financial reporting and therefore has concluded that the Company’s internal controls over financial reporting were not effective as of July 31, 2012. The significant deficiency relates to a lack of segregation of duties due to the small number of employees involvement with general administrative and financial matters.  The material weakness relates to a lack of formal policies and procedures necessary to adequately review significant accounting transactions. 


There have not been any changes in the Company's internal control over financial reporting during the quarter ended July 31, 2012 that have materially affected, or are reasonably likely to materially affect, the Company's 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.



Item 3. Defaults Upon Senior Securities


        None



Item 4. (Removed and Reserved)



Item 5. Other Information


    None










13





Item 6. Exhibits


Exhibit No.

 

Document Description

3.1

 

Articles of Incorporation [1]

 

 

 

3.2

 

By-Laws [1]

 

 

 

10.1LAB

 

XBRL Taxonomy Extension Label Linkbase***

 

 

 

10.1PRE

 

XBRL Taxonomy Extension Presentation Linkbase***

 

 

 

10.1INS

 

XBRL Instance Document***

 

 

 

10.1SCH

 

XBRL Taxonomy Extension Schema***

 

 

 

10.1CAL

 

XBRL Taxonomy Extension Calculation Linkbase***

 

 

 

10.1DEF

 

XBRL Taxonomy Extension Definition Linkbase***

 

 

 

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

 ***

Includes the following materials contained in this Quarterly Report on Form 10-Q for the quarter ended July 31, 2012 formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Changes in Equity, (iv) the Statements of Cash Flows, and (v) Notes.

                                  

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


Dated:  September 10, 2012



14



XOTC:SGUF Quarterly Report 10-Q Filling

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XOTC:SGUF Quarterly Report 10-Q Filing - 7/31/2012
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