Form 10-Q ONE CLEAN PLANET, INC. For: Oct 31

�

UNITED STATES�

SECURITIES AND EXCHANGE COMMISSION�

Washington, D.C. 20549

�

FORM 10-Q

�

(Mark One)

�

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

�

For the quarterly period ended October 31, 2013

�

or

�

� 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

�

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)

�

(775) 321-8247�

(Registrants telephone number, including area code)

�

_____________________________________________________________________�

(Former name, former address and former fiscal year, if changed since last report)

�

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 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 Exchange Act). x Yes � No

�

APPLICABLE ONLY TO ISSUERS 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 Sections 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 ISSUERS:

�

As of December 16, 2014, the Company had 350,515,800 common shares issued and outstanding.

�

�

�

�

TABLE OF CONTENTS

�

�			Page No.
PART IFINANCIAL INFORMATION		�	3		�
�			�
Item 1.	Financial Statements.	�	�	3	�
Item 2.	Managements Discussion and Analysis of Financial Condition and Results of Operations.	�	�	4	�
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	�	�	5	�
Item 4.	Controls and Procedures.	�	�	5	�
�				�
PART IIOTHER INFORMATION		�	�	7	�
�				�
Item 1.	Legal Proceedings.	�	�	7	�
Item 1A.	Risk Factors.	�	�	7	�
Item 2.	Unregistered Sales of Securities and Use of Proceeds.	�	�	7	�
Item 3.	Defaults Upon Senior Securities.	�	�	7	�
Item 4.	Submission of Matters to a Vote of Security Holders.	�	�	7	�
Item 5.	Other Information.	�	�	7	�
Item 6.	Exhibits.	�	�	8	�

�

�

2

�

PART IFINANCIAL INFORMATION

�

Item 1. Financial Statements.

�

ONE CLEAN PLANET, INC.�

fka SINGULAR CHEF, INC.�

(A Development Stage Company)�

CONDENSED FINANCIAL STATEMENTS�

October 31, 2013�

Unaudited

�

�			Page No.
CONDENSED BALANCE SHEETS	�		F-1	�
	�	�		�
CONDENSED STATEMENTS OF OPERATIONS	�	�	F-2	�
	�	�		�
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)	�	�	F-3	�
	�	�		�
CONDENSED STATEMENTS OF CASH FLOWS	�	�	F-4	�
	�	�		�
NOTES TO UNAUDITED CONDENSED INTERIM AUDITED FINANCIAL STATEMENTS	�	�	F-5	�

�

�

3

�

ONE CLEAN PLANET, INC.�

fka SINGULAR CHEF, INC.�

(A Development Stage Company)�

CONDENSED BALANCE SHEETS�

Unaudited

�

	�	October 31, 2013		�	�	April, 30, 2013		�
ASSETS								�
CURRENT ASSETS				�	�			�
Cash	�	$	79	�	�	$	79	�
TOTAL CURRENT ASSETS	�	$	79	�	�	$	79	�
		�	�	�	�	�	�	�
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)								�
CURRENT LIABILITIES		�	�	�	�	�	�	�
Accounts payable and accrued liabilities	�	$	58,334	�	�	$	44,704	�
Accounts payable - related party		�	21,883	�	�	�	20,383	�
Loans from related party		�	34,998	�	�	�	26,283	�
TOTAL CURRENT LIABILITIES	�	$	115,215	�	�	$	91,370	�
		�	�	�	�	�	�	�
STOCKHOLDERS' EQUITY (DEFICIT)		�	�	�	�	�	�	�
Capital stock		�	�	�	�	�	�	�
Authorized		�	�	�	�	�	�	�
550,000,000 shares of common stock, $0.001 par value,		�	�	�	�	�	�	�
Issued and outstanding		�	�	�	�	�	�	�
350,515,800 shares at October 31, 2013 and at April 30, 2013	�	$	350,516	�	�	$	350,516	�
Additional Paid in Capital			(334,740	)	�		(334,740	)
Deficit accumulated during the development stage			(130,912	)	�		(107,067	)
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)	�	$	(115,136	)	�	$	(91,291	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)	�	$	79	�	�	$	79	�

�

The accompanying notes are an integral part of these financial statements

�

�

F-1

�

ONE CLEAN PLANET, INC.�

fka SINGULAR CHEF, INC.�

(A Development Stage Company)�

CONDENSED STATEMENTS OF OPERATIONS�

Unaudited

�

�

�

3 months ended

�

�

3 months ended

�

�

6 months ended

�

�

6 months ended

�

�

Cumulative results from inception (April 9, 2009) to

�

�

�

October 31, 2013

�

�

October 30, 2012

�

�

October 31, 2013

�

�

October 31, 2012

�

�

October 31, 2013

�

REVENUE

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Revenues

�

$

-

�

�

$

-

�

�

$

-

�

�

$

-

�

�

$

-

�

Total Revenues

�

$

-

�

�

$

-

�

�

$

-

�

�

$

-

�

�

$

-

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

EXPENSES

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Office and general

�

$

1,645

�

�

$

3,924

�

�

$

18,095

�

�

$

4,374

�

�

$

47,735

�

Professional Fees

�

�

2,750

�

�

�

3,000

�

�

�

5,750

�

�

�

6,000

�

�

�

83,177

�

Total Expenses, before provision of income taxes

�

$

4,395

�

�

$

6,924

�

�

$

23,845

�

�

$

10,374

�

�

$

130,912

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Provision for income taxes

�

�

-

�

�

�

-

�

�

�

-

�

�

�

-

�

�

�

-

�

NET LOSS

�

$

(4,395

)

�

$

(6,924

)

�

$

(23,845

)

�

$

(10,374

)

�

$

(130,912

)

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

BASIC AND DILUTED LOSS PER COMMON SHARE

�

$

-

�

�

$

-

�

�

$

-

�

�

$

-

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

�

�

350,515,800

�

�

�

4,671,324,387�

�

�

�

350,515,800

�

�

�

4,905,585,093�

�

�

�

�

�

The accompanying notes are an integral part of these financial statements

�

�

F-2

��

ONE CLEAN PLANET, INC.�

fka SINGULAR CHEF, INC.�

(A Development Stage Company)�

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)�

From inception (April 9, 2009) to October 31, 2013�

Unaudited

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Deficit accumulated

�

�

�

Common Stock

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 $0.0000019 per share on April 30, 2009

�

4,999,850,000

�

�

4,999,850

�

�

(4,990,350

)

�

(9,500

)

�

�

-

�

�

�

-

�

Net loss for the period ended April 30, 2009

�

-

�

�

-

�

�

�

-

�

�

�

-

�

�

(1,070

)

�

(1,070

)

Balance, April 30, 2009

�

4,999,850,000

�

$

4,999,850

�

�

$

(4,990,350

)

�

$

(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

�

4,999,850,000

�

$

4,999,850

�

�

$

(4,990,350

)

�

$

-

�

�

$

(29,072

)

�

$

(19,572

)

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Subscription Receivable on June/July 2010 at $0.0000449 per share, cash received in August 2010

�

139,995,800

�

�

139,996

�

�

(133,710

)

�

�

-

�

�

�

-

�

�

�

6,286

�

Net loss for the year ended April 30, 2011

�

-

�

�

-

�

�

�

-

�

�

�

-

�

�

(16,323

)

�

(16,323

)

Balance, April 30, 2011

�

5,139,845,800

�

$

5,139,846

�

�

$

(5,124,060

)

�

$

-

�

�

$

(45,395

)

�

$

(29,609

)

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net loss for the year ended April 30, 2012

�

-

�

�

-

�

�

�

-

�

�

�

-

�

�

(37,396

)

�

(37,396

)

Balance, April 30, 2012

�

5,139,845,800

�

$

5,139,846

�

�

$

(5,124,060

)

�

$

-

�

�

$

(82,791

)

�

$

(67,005

)

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Shares redeemed and retired October 23, 2012

�

(4,789,330,000

)

(4,789,330

)

�

�

4,789,320

�

�

�

-

�

�

�

-

�

�

(10

)

Net loss for the year ended April 30, 2012

�

-

�

�

-

�

�

�

-

�

�

�

-

�

�

(24,276

)

�

(24,276

)

Balance, April 30, 2013

�

350,515,800

�

$

350,516

�

�

$

(334,740

)

�

$

-

�

�

$

(107,067

)

�

$

(91,291

)

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net loss for the period ended October 31, 2013

�

-

�

�

-

�

�

�

-

�

�

�

-

�

�

(23,845

)

�

(23,845

)

Balance, October 31, 2013

�

350,515,800

�

$

350,516

�

�

$

(334,740

)

�

$

-

�

�

$

(130,912

)

�

$

(115,136

)

�

These figures have been retroactively adjusted to reflect the 526.3:1 forward split on October 10, 2012�

�

The accompanying notes are an integral part of these financial statements

�

�

F-3

��

ONE CLEAN PLANET, INC.�

fka SINGULAR CHEF, INC.�

(A Development Stage Company)�

CONDENSED STATEMENTS OF CASH FLOWS�

Unaudited

�

�

�

6 months ended

�

�

6 months ended

�

�

April 9, 2009 (date of inception) to

�

�

�

October 31, 2013

�

�

October 31, 2012

�

�

October 31, 2013

�

OPERATING ACTIVITIES

�

�

�

�

�

�

Net loss

�

$

(23,845

)

�

$

(10,374

)

�

$

(130,912

)

Adjustment to reconcile net loss to net cash used in operating activities:

�

�

�

�

�

�

�

�

�

�

�

�

Expenses paid on company's behalf by related party

�

�

8,715

�

�

�

-

�

�

�

23,528

�

Increase (decrease) in accrued expenses

�

�

15,130

�

�

�

10,374

�

�

�

80,217

�

�

�

�

�

�

�

�

�

�

�

�

�

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

�

$

-

�

�

$

-

�

�

$

(27,167

)

�

�

�

�

�

�

�

�

�

�

�

�

FINANCING ACTIVITIES

�

�

�

�

�

�

�

�

�

�

�

�

Proceeds from sale of common stock

�

�

-

�

�

�

-

�

�

�

15,776

�

Loan from Related Party

�

�

-

�

�

�

-

�

�

�

11,470

�

NET CASH PROVIDED BY FINANCING ACTIVITIES

�

$

-

�

�

$

-

�

�

$

27,246

�

�

�

�

�

�

�

�

�

�

�

�

�

NET INCREASE (DECREASE) IN CASH

�

$

-

�

�

$

-

�

�

$

79

�

�

�

�

�

�

�

�

�

�

�

�

�

CASH, BEGINNING OF PERIOD

�

$

79

�

�

$

79

�

�

$

-

�

�

�

�

�

�

�

�

�

�

�

�

�

CASH, END OF PERIOD

�

$

79

�

�

$

79

�

�

$

79

�

�

�

�

�

�

�

�

�

�

�

�

�

Supplemental cash flow & noncash financing activities:

�

�

�

�

�

�

�

�

�

�

�

�

Cash paid for:

�

�

�

�

�

�

�

�

�

�

�

�

Interest

�

$

-

�

�

$

-

�

�

$

-

�

Income taxes

�

$

-

�

�

$

-

�

�

$

-

�

�

The accompanying notes are an integral part of these financial statements

�

�

F-4

�

ONE CLEAN PLANET, INC.�

fka SINGULAR CHEF, INC.�

(A Development Stage Company)�

�NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS�

October 31, 2013

�

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 October 31, 2013, and for all periods presented herein, have been made. In October 2012, the Company approved and effected a name change to One Clean Planet, Inc.

�

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 Companys April 30, 2013 audited financial statements. The results of operations for the periods ended October 31, 2013 and the same period last year are not necessarily indicative of the operating results for the full years.

�

NOTE 2  GOING CONCERN

�

The Companys 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 $115,136, an accumulated deficit of $130,912 and net loss from operations since inception of $130,912. 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 Founders shares.

�

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Managements 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.

�

�

F-5

�

NOTE 3 - CAPITAL STOCK

�

The Companys capitalization is 550,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.

�

At October 31, 2013 and April 30, 2013, the Company had 350,515,800 issued and outstanding. All share information has been retroactively stated to reflect the 526.3:1 forward split approved on October 10, 2012.

�

On April 30, 2009, the President was issued 4,999,850,000 common shares for cash, which was received on October 8, 2009.

�

During June and July of 2010, the Company issued 139,995,800 common shares for subscriptions receivable.

�

In August 2010, the Company received payment for the 139,995,800 shares of common stock issued in June and July of 2010 at $0.0000449 per share for a total of $6,286.

�

On October 23, 2012, the founder redeemed 9,100,000 pre-split shares (4,789,330,000 post-split) for an aggregate purchase price of $10. The Company retired these shares.

�

As of October 31, 2013, the Company has not granted any stock options and has not recorded any stock-based compensation.

�

NOTE 4 - RELATED PARTY TRANSACTIONS

�

As of October 31, 2013 and April 30, 2013, the Company has received $34,998 and $26,283, respectively, in loans and payment of expenses from a related party. The loans are payable on demand and without interest. As of October 31, 2013 and April 30, 2013, a second related party has paid expenses of $21,883 and $20,383, respectively, on behalf of the Company. These amounts are separately stated on the Balance Sheet and are due on demand with no interest.

�

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 companys 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.

�

�

F-6

�

Item 2. Managements 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

�

One Clean Planet, Inc. fka Singular Chef, Inc. ("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.

�

Results of Operations

�

The Company has not yet generated any revenue from its operations. Expenses for the three months ended October 31, 2013, were $4,395 resulting in a net loss of $4,395 as compared to expenses for the three months ended October 31, 2012 of $6,924 resulting in a net loss of $6,924. The net loss of $4,395 for the three months ended October 31, 2013 is a result of Office and general expenses of $1,645 and Professional Fees of $2,750 as compared to the net loss of $6,924 for the three months ended October 31, 2012 resulting from Office and general expenses of $3,924 and Professional Fees of $3,000.

�

Expenses for the six months ended October 31, 2013, were $23,845 resulting in a net loss of $23,845 as compared to expenses for the six months ended October 31, 2012 of $10,374 resulting in a net loss of $10,374. The net loss of $23,845 for the six months ended October 31, 2013 is a result of Office and general expenses of $18,095 and Professional Fees of $5,750 as compared to the net loss of $10,374 for the six months ended October 31, 2012 resulting from Office and general expenses of $4,374 and Professional Fees of $6,000.

�

Capital Resources and Liquidity

�

Our auditors have issued a going concern opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have implemented our plan of operations. With the exception of cash advances from our sole Officer and Director, our only source for cash at this time is investments by others. We must raise cash to implement our strategy and stay in business.

�

�

4

�

As of October 31, 2013, we had $79 in cash as compared to $79 in cash at April 30, 2013. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain a reporting status. As of October 31, 2013 and April 30, 2013, the Company has received $34,998 and $26,283, respectively, in loans and payment of expenses from a related party. The loans are payable on demand and without interest. As of October 31, 2013 and April 30, 2013, a second related party has paid expenses of $21,883 and $20,383, respectively, on behalf of the Company. These amounts are separately stated on the Balance Sheet and are due on demand with no interest.

�

We do not anticipate researching and releasing any further features to our software nor do we foresee the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees.

�

Off-balance sheet arrangements

�

Other than the situation described in the section titled Capital Recourses and Liquidity, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the companys financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term off-balance sheet arrangement generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets

�

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

�

The Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and we are not required to provide the information under this item.

�

Item 4. Controls and Procedures.

�

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The Companys internal control over financial reporting is a process designed under the supervision of the Companys Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Companys financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

�

As of October 30, 2013 management assessed the effectiveness of the Companys 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 that evaluation, our principle executive officer, also acting as our principle financial officer concluded that, during the period covered by this report, 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.

�

�

5

�

The matters involving internal controls and procedures that the Companys 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 October 30, 2013 and communicated to our management.

�

Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company's determination to its financial statements for the future years. We are committed to improving our financial organization. As part of this commitment, we will create a position to�segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

�

Management believes that the appointment of one or 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 significant changes in our internal controls over financial reporting that occurred during the transition period ended October 30, 2013 that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.

�

�

6

�

PART IIOTHER INFORMATION

�

Instruction. The report shall contain the item numbers and captions of all applicable items of Part II, but the text of such itemsmay be omitted provided the responses clearly indicate the coverage of the item. Any item which is inapplicable or to which the answer is negative may be omitted and no reference thereto need be made in the report. If substantially the same information has been previously reported by the registrant, an additional report of the information on this form need not be made. The term previously reported is defined in Rule 12b-2 (17 CFR 240. 12b-2). A separate response need not be presented in Part II where information called for is already disclosed in the financial information provided in Part I and is incorporated by reference into Part II of the report by means of a statement to that effect in Part II which specifically identifies the incorporated 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 Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

�

Item 1A. Risk Factors.

�

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.

�

Item 2. Unregistered Sales of Securities and Use of Proceeds.

�

None

�

Item 3. Defaults Upon Senior Securities.

�

None

�

Item 4. Submission of Matters to a Vote of Security Holders.

�

None

�

Item 5. Other Information.

�

(a) None

�

�

7

�

Item 6. Exhibits.

�

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�***	�	XBRL Instance Document
�	�	�
101.SCH�***	�	XBRL Taxonomy Extension Schema Document
�	�	�
101.CAL�***	�	XBRL Taxonomy Extension Calculation Linkbase Document
�	�	�
101.DEF�***	�	XBRL Taxonomy Extension Definition Linkbase Document
�	�	�
101.LAB�***	�	XBRL Taxonomy Extension Label Linkbase Document
�	�	�
101.PRE�***	�	XBRL Taxonomy Extension Presentation Linkbase Document

__________________�

* Included in Exhibit 31.1�

** Included in Exhibit 32.1

*** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections�11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section�18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

�

�

8

�

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.�

�

�	One Clean Planet, Inc. (Registrant)		�
�	�	�	�
Date: December 19, 2014	By:	/s/ Nathan Adamson	�
�	�	Nathan Adamson	�
�	�	President and Director� Principal and Executive Officer� Principal Financial Officer� Principal Accounting Officer�	�

�

�

�

�

9

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EXHIBIT 31.1

�

CERTIFICATIONS

�

I, Nathan Adamson, certify that:

�

1.	I have reviewed this quarterly report of One Clean Planet, 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 registrants 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 registrants internal control over financial reporting; and

�

5.	The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting.

�

�	�	�	�
Date: December 19, 2014	By:	/s/ Nathan Adamson	�
�	�	Nathan Adamson	�
�	�	President, Secretary Treasurer, 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 Quarterly Report on Form 10-Q for the period ended October 31, 2013 of One Clean Planet, Inc., a Nevada corporation (the "Company"), as filed with the Securities and Exchange Commission on the date hereof (the "Transition Report"), I, Nathan Adamson, 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 Quarterly 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 Quarterly Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

�

�	�	�	�
Date: December 19, 2014	By:	/s/ Nathan Adamson	�
�	�	Nathan Adamson	�
�	�	President, Secretary Treasurer, Principal Executive Officer,	�
�	�	Principal Financial Officer and Director

�

�

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