UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the fiscal year ended
Commission file number
| ( Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Common
Title of each class
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. ☐ Yes ☒
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒
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 ☒
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 ☒
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of 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. ☐ 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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during
the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act). ☐ Yes ☒
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and
asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal
quarter. As of October 31, 2023, the aggregate value of voting and non-voting common equity held by non-affiliates was
approximately $
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the Registrant’s Common Stock as of May 1, 2024 was shares of common stock, $0.001 par value, issued and outstanding.
Table of Contents
| i |
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K of Kashin, Inc., a Nevada corporation, contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of the world’s economy, accidents and other risks associated with the development of operations, the risk that the Company will encounter unanticipated technology factors, the Company’s need for and ability to obtain additional financing, the exercise of the approximately 49.952% control of the Company’s voting securities held by Carl Maybin and 15.733 % of the control of company’s voting stock is held by Caren Currier, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
Our management has included projections and estimates in this Form 10-K, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
All references in this Form 10-K to the “Company”, “Kashin”, “we”, “us,” or “our” are to Kashin, Inc.
| ii |
PART I
Item 1. Business.
ORGANIZATION WITHIN THE LAST FIVE YEARS
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 were a development-stage Company that intended to provide specialized step-by-step cooking tutorials through our website for monthly subscribers and on pay-per-view basis.
On October 10, 2012 the Company changed the name of the Company from “Singular Chef, Inc.” to “One Clean Planet, Inc.”. The Board of Directors approved an amendment to increase the number of shares of authorized common stock from 75,000,000 shares of common stock, par value $0.001 per share to 550,000,000 shares of common stock, par value $0.001 per share.
On October 10, 2012 the Board of Directors approved an amendment to effect a forward split of all issued and outstanding shares of common stock, at a ratio of 526.3:1 (the “Forward Stock Split”).
On November 26, 2014 by and amongst One Clean Planet, Inc. (CLPT”) and Kashin/Txtpay USA, Inc., a company incorporated and registered in the State of California, company number C3704841, whose registered office is at 1740 W Katella Ave Suite Q, Orange County, California 92867, USA (“Kashin”) together with TXTPAY LIMITED, a company incorporated and registered in New Zealand, company number 2273279, whose registered office is at C/-4 Blake Street, Surfdale, Waiheke Island, New Zealand (“Txtpay” together with Kashin, “Kashin/Txtpay”) CLPT and Kashin/Txtpay, collectively referred to as the “Parties” (the “Agreement”) whereby Kashin/Txtpay shall sell, convey, transfer, assign, and deliver to CLPT, and CLPT shall purchase from Kashin/Txtpay, 100% of the business of Kashin/Txtpay and any of its subsidiaries and/or affiliates.
In exchange, CLPT was to issue to the Kashin/Txtpay Shareholders, their designees or assigns, 10,000,000 shares of our common stock or 50% of the shares of the Company’s common stock issued and outstanding after the Closing as per the terms set forth in the Agreement.
The Board of Directors conducted a review of the Material Definitive Agreement (“MDA”) between the Issuer and Txtpay/Kashin New Zealand as to the validity and the compliance of the terms of such MDA by Txtpay/Kashin New Zealand and its principles. Management believes there were misrepresentations made by the principles of Txtpay/Kashin New Zealand, therefore the value of the New Zealand division is not confirmed. As a result, Management will not be issuing 10,000,000 post consolidation shares to Txtpay/Kashin New Zealand shareholders.
On June 26 th 2015, the directors resolved to change the Company name to Kashin, Inc., to reduce the authorized capital to 75,000,000 shares and effect a reverse stock split of 1:35. The name change/reverse split took effect at the open of business 7/27/2015.
We are unable to complete our business plan or marketing efforts because we didn’t have enough money, we ceased our development and/or marketing activities until we raise money. We had no activity from 2015 to the fiscal year of May1, 2023 to April 30, 2024. We are currently bringing our company filings current to allow a reverse merger of a viable corporation to ensure our investors do not lose their entire investment.
Plan of Operation
Over the next twelve months, the Company will be focusing on the implementation of obtaining new avenues of revenue with Kashin, Inc. / Kashin USA, Inc. Currently, we are currently seeking new revenue sources even with the addition of Business with Friends.
| 1 |
BUSINESS OF KASHIN
Overview
Kashin, Inc. fka One Clean Planet, Singular Chef, Inc. (“the Company”, “our” or “we”) was incorporated in the State of Nevada as a for-profit company on April 09, 2009. We have not had any significant development of our business nor have we received any revenue. Due to the lack of results in our attempt to implement our original business plan, management determined it was in the best interests of the shareholders to look for other potential business opportunities that might be available to the Company.
In 2014, the company rebranded its name to Kashin (trademarked) and established operations in USA and Africa (Uganda & Kenya). During 2014, Kashin has connected its billing platform to VOIP systems and now provides low cost international calls from any mobile to any country (branded Kashin Kredits). Kashin Kredits is now connected to major Telco’s providing mobile money services in Africa (MTN Uganda, Airtel Uganda, MTN Kenya and MPESA Kenya). Kashin is currently in the process of connecting to PayNearMe services, which will provide 20,000 stores for customers to use cash to top-up their Kashin mobile wallets for instant purchases of goods & services globally. Kashin has since engaged with several other service providers on an international level to allow Kashin Remote Top ups of minutes.
In Dec 2014, Kashin merged with One Clean Planet, Inc. a public company in which Kashin Inc. will become the surviving entity.
April 30, 2021, Kashin has been a dormant company since 2014 and was considered a Shell Company.
On January 20, 2023 Kashin Inc. acquired Business with Friends, Inc. a Texas Corporation.
Sales, Marketing, and Distribution
On January 20, 2023 Kashin Inc. acquired Business with Friends, Inc. a Texas Corporation.
Intellectual Property
Trademarks and Trade Secrets
None
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 Business with Friends, Inc. 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 One Clean Planet 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 One Clean Planet 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 One Clean Planet 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 One Clean Planet’s common stock would lose all of their investment.
| 2 |
Management does not plan to hire additional employees at this time.
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.
None.
Item1C. Cybersecurity.
None.
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.
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. Mine Safety Disclosures.
N/A
| 3 |
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
As of April 30, 2024, the Company has issued a total of 63,560,745 shares. The Company has not paid cash dividends and has no outstanding options as of April 30, 2024.
Item 7. Management’s 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, 2024, 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, 2024, Audited Financial Statements - Auditors Report.”
As of April 30, 2024, Kashin had $126 cash on hand. Management believes this amount will not satisfy our cash requirements for the next twelve months or until such a 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.
Kashin, Inc. 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 Kashin, Inc. has not developed any 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 a 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 Kashin, Inc. 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 Kashin, Inc.’s common stock would lose all of their investment.
The development and marketing of our services will start over the next 12 months.
As of April 30, 2024 the Company has generated $7,000 in revenue. We incurred operating expenses in the amount of $71,748 in the fiscal year ended April 30, 2024 as compared to $35,339 at April 30, 2023 due to the company coming out of dormancy after the past two years.
| 4 |
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 was estimated to be approximately $75,000 over the next twelve months and the cost of maintaining our reporting status was estimated to be $75,000 over this same period.
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.
| 5 |
Item 8. Financial Statements and Supplementary Data.
KASHIN, INC.
FINANCIAL STATEMENTS
April 30, 2024
Audited
| F-1 |
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of Kashin, Inc
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Kashin, Inc. as of April 30, 2024 and 2023, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
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 suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to 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.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate we do not have critical audit matter to disclose.
/s/ Olayinka Oyebola
We have served as the Company’s auditor since October 2022
July 27, 2024
| F-2 |
KASHIN, INC.
BALANCE SHEETS
Audited
| April 30, 2024 | April 30, 2023 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| TOTAL CURRENT ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Other payables | ||||||||
| Notes Payable | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Capital stock, Authorized shares of common stock, $ par value, shares issued and outstanding as of April 30, 2024 and shares issued and outstanding as of April 30, 2023 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ EQUITY/(DEFICIT) | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements
| F-3 |
KASHIN, INC.
STATEMENTS OF OPERATIONS
Audited
| Year | Year | |||||||
| ended | ended | |||||||
| April 30, 2024 | April 30, 2023 | |||||||
| REVENUE | ||||||||
| Revenues | $ | $ | ||||||
| Total Revenues | ||||||||
| EXPENSES | ||||||||
| General and Administrative expense | ||||||||
| Professional fees | ||||||||
| Total Expenses, before provision of income taxes | ||||||||
| OTHER INCOME | ||||||||
| Payable forgiveness/written off debt | ||||||||
| Provision for income taxes | ||||||||
| NET INCOME /(LOSS) | $ | ( | ) | $ | ( | ) | ||
| BASIC AND DILUTED LOSS PER COMMON SHARE | $ | $ | ||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||||||||
The accompanying notes are an integral part of these financial statements
| F-4 |
KASHIN, INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
As at April 30, 2024
Audited
| Common Stock | Additional | Share | ||||||||||||||||||||||
| Number of | Paid-in | Subscriptions | Accumulated | |||||||||||||||||||||
| Shares | Amount | Capital | Receivable | Deficit | Total | |||||||||||||||||||
| Balance, April 30, 2020 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net profit for the year ended April 30, 2021 | – | |||||||||||||||||||||||
| Balance, April 30, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net profit for the year ended April 30, 2022 | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance, April 30, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net profit for the year ended April 30, 2023 | – | ( | ) | ( | ) | |||||||||||||||||||
| Stock issued new | ||||||||||||||||||||||||
| Balance, April 30, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Additional Paid in Capital | – | |||||||||||||||||||||||
| Net profit for the year ended April 30, 2024 | – | ( | ) | ( | ) | |||||||||||||||||||
| Stock issued new | ||||||||||||||||||||||||
| Balance, April 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
The accompanying notes are an integral part of these financial statements
| F-5 |
KASHIN, INC.
STATEMENTS OF CASH FLOWS
Audited
| Year | Year | |||||||
| ended | ended | |||||||
| April 30, 2024 | April 30, 2023 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
| Accounts Payable | ( | ) | ||||||
| Notes Payable | ||||||||
| NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | ( | ) | ( | ) | ||||
| FINANCING ACTIVITIES | ||||||||
| Proceeds from sale of common stock | ||||||||
| Loan from related party/APIC | ||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | $ | $ | ||||||
| NET INCREASE (DECREASE) IN CASH | $ | $ | ||||||
| CASH, BEGINNING OF PERIOD | $ | $ | ||||||
| CASH, END OF PERIOD | $ | $ | ||||||
| Supplemental cash flow & noncash financing activities: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements
| F-6 |
KASHIN, INC.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
April 30, 2024
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 9, 2009 and established a fiscal year end of April 30.
One Clean Planet intends to enter into the online content provider industry specializing in step-by-step cookery tutorial companies.
The Company changed its name on July 27, 2015 to Kashin, Inc. having received FINRA’s approval.
On January 20, 2023 Kashin Inc. acquired Business with Friends, Inc. a Texas Corporation.
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, 2024, and 2023, 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
None
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.
| F-7 |
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. 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.
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 t 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 $
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.
| F-8 |
NOTE 5 – CAPITAL STOCK
The Company’s capitalization was reduced to common shares with a par value of $0.001 per share, on July 27, 2015. On March 28, 2024, there was a Board Resolution to increase the common shares to 500,000,000 shares. No preferred shares have been authorized or issued.
As of April 30, 2024, the Company has t granted any stock options and has recorded of stock-based compensation equaling $.
On April 30, 2024, the Company had common shares issued and outstanding and on April 30, 2023 the Company had common shares issued and outstanding
NOTE
6 – RELATED PARTY TRANSACTIONS
We have any related party transactions of
$
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, 2024, and 2023 are as follows:
| Schedule of deferred tax assets | April 30, 2024 | April 30, 2023 | ||||||
| Net operating loss carry forward | ||||||||
| Effective Tax rate | ||||||||
| Deferred Tax Assets | ||||||||
| Less: Valuation Allowance | ||||||||
| Net deferred tax asset | $ | $ | ||||||
The net federal operating loss carry forward will expire between 2033 and 2034. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.
NOTE 8 – SUBSEQUENT EVENTS
Kashin, Inc. has entered an NDA in regard to a company wishing to acquire Kashin, Inc. The request to increase shares was made at the potential company’s request.
On May 6, 2023 Carl Maybin resigned as Officer and Director of KUSA and appointed Caren Currier as President and Director. Along with his resignation, Carl Maybin acknowledged that he is no longer owed any past compensation and forever cancels any and all indebtedness in both principal and interest.
| F-9 |
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
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 are 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.”
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, 2015, 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 is not effective as of April 30, 2013. 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, 2015, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company’s Chief Financial Officer in connection with the review of our financial statements as of April 30, 2015 and communicated to our management.
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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, 2015 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.
Item 9B. Other Information.
During the year
ended April 30, 2024, no director or officer of the Company
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Our directors serve until their respective successors are elected and qualified. The names, addresses, ages and positions of our present officers and our directors are set forth below:
| Name | Age | Position(s) | ||
| Caren Currier | 60 | Chief Executive Officer, Director |
Background of Officer and Director
Caren is a native Californian residing in Texas, graduated from Mount San Antonio College with 3.75 GPA in Business Management. Being the business minded person, Caren has owned and operated her consulting business for 20 years and previously worked in the family construction and auto wrecking yard business. She has over 25 years of accounting experience, including serving as the Controller/CFO for the previous management of Zalemark Holding Company. Caren will overlook budget variance analysis, managing cash flow, inventory analysis, and is proficient in taking defunct companies and bringing them current.
Family Relations
There are no family relationships among the Directors and Officers of Kashin, Inc. fka One Clean Planet, Inc.
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 officers and directors received 10,000,000 of restricted stock equaling $10,000 of compensation and have not received any restricted shares awards, options or any other payouts.
| Officer | Shares Issued | Compensation Value |
| Caren Currier | 10,000,000 | $10,000 |
There is a current employment agreements between the Company and its executive officers. Our executive officers and directors have agreed to work with remuneration of stock 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 officers and directors have 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.
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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 | Amount and Nature of Beneficial Owner | Percent of Class | ||||
| Common Stock | 601 JULLIAN LLC 1153 BERGEN PKWY # 165 EVERGREEN CO 80439-9501 |
7,200,000 | 11.327% | ||||
| Common Stock | CARL MAYBIN 300 KUULEI RD STE A KAILUA HI 96734-2701 |
31,750,000 | 49.952% | ||||
| Common Stock | Ryan Morgan Hamouth Vitri 33A, Costa del Este Panama City, Panama |
5,314,858 | 8.362% | ||||
| Common Stock | Caren Currier 2313 Hollyhill Lane Denton, TX 76205 |
10,000,000 | 15.733% | ||||
| All Beneficial Owners as a Group (4 persons) | 54,264,858 | 85.374% |
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.
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. Adamson 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 Accounting Fees and Services.
During the fiscal year ended April 30, 2022 we incurred approximately $21,000 in fees to our principal independent accountants for professional services rendered in connection with the audit of financial statements for the fiscal year ended April 30, 2021. For review of our financial statements for the quarters ended October 31, 2021, October 31, 2021, and January 31, 2022, we incurred approximately $1400 in fees to our principal independent accountants for professional services.
During the fiscal year ended April 30, 2021 we incurred approximately $0 in fees to our principal independent accountants for professional services rendered in connection with the audit of financial statements for the fiscal year ended April 30, 2021. For review of our financial statements for the quarters ended October 31, 2020, October 31, 2020 and January 31, 2021, we incurred approximately $0 in fees to our principal independent accountants for professional services.
During the fiscal year ended April 30, 2022, we did not incur any other fees for professional services rendered by our principal independent accountants for all other non-audit services which may include, but not limited to, tax related services, actuarial services or valuation services.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
| 3.1 | Articles of Incorporation of Kashin, Inc. fka Singular Chef, Inc. (incorporated by reference from our Registration Statement on Form S-1 filed on August 11, 2009) | |
| 3.2 | Bylaws of Kashin, Inc. fka 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 ** | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
_______
| * | Included in Exhibit 31.1 | |
| ** | Included in Exhibit 32.1 |
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
Kashin, Inc. (Registrant) |
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| Date: July 31, 2024 | By | /s/ Caren Currier | |
| Caren Currier | |||
|
President and Director Principal and Executive Officer Principal Financial Officer Principal Accounting Officer |
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