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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.
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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.
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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. |
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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
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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
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