UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1) 

 

(Mark One)  

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

 

For the fiscal year ended April 30, 2015

 

333-161240

Commission file number 

 

Kashin, Inc. FKA One Clean Planet, 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) 

  

(345) 938-5360

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   x No 

 

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   ¨ No 

 

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  x No 

 

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

¨

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if a smaller reporting company)

 

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨   No x   

 

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 July 31, 2014, the aggregate value of voting and non-voting common equity held by non-affiliates was approximately $149,995 

 

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 August 13, 2015 was 10,014,737shares of common stock, $0.001 par value, issued and outstanding.

 

 

 

EXPLANATORY NOTE

 

The sole purpose of this Amendment to the Registrant’s Annual Report on Form 10-K for the period ended April 30, 2015 (“Form 10-K”) is to amend the section “Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).” from Yes to No.

 

No other changes have been made to the Registrant’s Form 10-K.  This Amendment does not reflect any subsequent events occurring after the original filling date of the Form 10-K or modify or update in any way disclosures made in the original filings.

 

 
 
 

  

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 * 

31.1 

 

Section 1350 Certification of Chief Executive Officer 

32.1 

 

Section 1350 Certification of Chief Financial Officer ** 

_______

* Included in Exhibit 31.1 

** Included in Exhibit 32.1 

 

 

 3

 

 

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)

 

       
Date: August 24, 2015 By /s/ Carl Maybin

 

 

 

Carl Maybin

 

 

 

President and Director 

Principal and Executive Officer 

Principal Financial Officer 

Principal Accounting Officer

 

 

 

 4




 EXHIBIT 31.1 

 

CERTIFICATIONS 

 

I, Carl Maybin, certify that: 

 

1. I have reviewed this annual report of Kashin, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d – 15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and,
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

       
Date: August 24, 2015  By /s/ Carl Maybin

 

 

 

Carl Maybin

 

 

 

President, Principal Executive Officer, 

Principal Financial Officer and Director 

 

 

 

 

 

 

 



EXHIBIT 32.1 

 

CERTIFICATION PURSUANT TO 

18 U.S.C. SECTION 1350, 

AS ADOPTED PURSUANT TO 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 

 

In connection with the Annual Report on Form 10-K for the period ended April 30, 2014 of Kashin, Inc., a Nevada corporation (the "Company"), as filed with the Securities and Exchange Commission on the date hereof (the "Transition Report"), I, Carl Maybin, President and Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 

 

1. The Annual Report fully complies with the requirements of Section 13(a) or15(d) of the Securities and Exchange Act of 1934, as amended; and
2. The information contained in this Annual Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

       
Date: August 24, 2015 By /s/ Carl Maybin

 

 

 

Carl Maybin

 

 

 

President, Principal Executive Officer,

Principal Financial Officer and Director 

 

 

 

 

 

 

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