Attached files
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
[ ] 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: 000-54552
Easy Organic Cookery, Inc.
(Exact name of registrant as specified in its charter)
Nevada 98-0671108
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6365 NW 6th Way, Suite 160, Ft. Lauderdale, FL 33309
(Address of principal executive offices) (Zip Code)
(800) 431-5654
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.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.
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). Yes [X] No [ ]
As of December 23, 2013, the issuer had 11,033,000 outstanding shares of Common
Stock.
TABLE OF CONTENTS
Page
----
PART I
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
Item 4. Controls and Procedures 11
PART II
Item 1. Legal Proceedings 12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Mine Safety Disclosures 12
Item 5. Other Information 12
Item 6. Exhibits 12
2
PART I
ITEM 1. FINANCIAL STATEMENTS.
EASY ORGANIC COOKERY, INC.
(a development stage company)
BALANCE SHEETS
(unaudited)
October 31, 2013 July 31, 2013
---------------- -------------
ASSETS
Current assets
Cash $ 3,515 $ 215
---------- ----------
Total current assets: 3,515 215
---------- ----------
Total assets $ 3,515 $ 215
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities $ 215 $ 795
Accounts payable related party 105,000 --
Loans from related party 39,635 27,580
---------- ----------
Total current liabilities 144,850 28,375
---------- ----------
Total liabilities 144,850 28,375
Stockholders' deficit
Common stock, $0.001 par value, 75,000,000 shares authorized,
11,033,000 shares issued and outstanding as of October 31, 2013
and July 31, 2013 11,033 11,033
Additional paid in capital 14,063 14,063
Stock payable 22,500 --
Deficit accumulated during development stage (188,931) (53,256)
---------- ----------
Total stockholders' deficit (141,335) (28,160)
---------- ----------
Total liabilities and stockholders' deficit $ 3,515 $ 215
========== ==========
The accompanying notes are an integral part of these financial statements
3
EASY ORGANIC COOKERY, INC.
(a development stage company)
STATEMENTS OF OPERATIONS
(unaudited)
From inception
(July 6, 2010)
Three months ended October 31, Through
2013 2012 October 31, 2013
------------ ------------ ----------------
Revenues $ -- $ -- $ --
Operating expenses:
General and administrative expenses 3,175 680 21,081
Professional fees 5,000 4,500 47,690
Management fees, related party 105,000 -- 105,000
Stock based compensation, related party 22,500 -- 22,500
Forgiveness of payables -- -- (7,500)
------------ ------------ ------------
Total operating expenses 135,675 5,180 188,771
------------ ------------ ------------
Net operating loss (135,675) (5,180) (188,771)
Other (expense)
Other expense -- (160) (160)
------------ ------------ ------------
NET LOSS $ (135,675) $ (5,340) $ (188,931)
============ ============ ============
Net loss per common share, basic $ (0.01) $ (0.00)
============ ============
Weighted average number of common shares
outstanding, basic 11,033,000 11,033,000
============ ============
The accompanying notes are an integral part of these financial statements
4
EASY ORGANIC COOKERY, INC.
(a development stage company)
STATEMENTS OF CASH FLOWS
(unaudited)
From inception
(July 6, 2010)
Three months ended October 31, Through
2013 2012 October 31, 2013
---------- ---------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (135,675) $ (5,340) $ (188,931)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock based compensation 22,500 -- 22,500
Forgiveness of loan -- -- (7,500)
Increase (decrease) in accounts payable
and accrued expenses (580) 380 112,715
Increase in accounts payable related party 105,000 -- 105,000
---------- ---------- ----------
Net cash used in operating activities (8,755) (4,960) (61,216)
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of common stock -- -- 15,830
Donated capital -- 9,266 9,266
Proceeds from loans from related party 12,055 (1,366) 39,635
---------- ---------- ----------
Net cash provided by financing activities 12,055 7,900 64,731
---------- ---------- ----------
Net increase in cash 3,300 2,940 3,515
Cash, beginning of the period 215 160 --
---------- ---------- ----------
Cash, end of period $ 3,515 $ 3,100 $ 3,515
========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid $ -- $ -- $ --
========== ========== ==========
Income taxes paid $ -- $ -- $ --
========== ========== ==========
The accompanying notes are an integral part of these financial statements
5
EASY ORGANIC COOKERY, INC.
(a development stage company)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2013
(unaudited)
A summary of the significant accounting policies applied in the presentation of
the accompanying unaudited financial statements follows:
GENERAL
The following (a) balance sheets as of October 31, 2013 and July 31, 2013, which
have been derived from audited financial statements, and (b) the unaudited
interim statements of operations and cash flows of Easy Organic Cookery, Inc..
(the "Company") have been prepared in accordance with accounting principles
generally accepted in the United States ("GAAP") for interim financial
information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by GAAP for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three months
ended October 31, 2013 are not necessarily indicative of results that may be
expected for the year ending July 31, 2014. These unaudited financial statements
should be read in conjunction with the audited financial statements and notes
thereto for the year ended July 31, 2013 included in the Company's Annual Report
on Form 10-K, filed with the Securities and Exchange Commission ("SEC") on
November 13, 2013.
BASIS OF PRESENTATION
Easy Organic Cookery, Inc. (the "Company," "we," "our," "us"), was incorporated
in the State of Nevada on July 6, 2010 for the purpose of offering free organic
recipes, easy and fast to prepare and also to provide services to deliver the
right ingredients, appliances and complete organic food programs for those who
want a healthier eco-friendly lifestyle every day.
GOING CONCERN
The accompanying unaudited financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America,
which contemplate continuation of the Company as a going concern. However, the
Company has reported net losses of $135,675 and $5,180 for the three month
periods ended October 31, 2013 and 2012, respectively, accumulated deficit
during development stage of $188,931 and total current liabilities in excess of
current assets of $141,335 as of October 31, 2013.
The Company is in a development stage and does not have any revenues from
operations and will be dependent on funds raised to satisfy its ongoing capital
requirements for at least the next 12 months. The Company will require
additional financing in order to execute its operating plan and continue as a
going concern. The Company cannot predict whether this additional financing will
be in the form of equity or debt, or be in another form. The Company may not be
able to obtain the necessary additional capital on a timely basis, on acceptable
terms, or at all. In any of these events, the Company may be unable to implement
its current plans for expansion or respond to competitive pressures, any of
these circumstances would have a material adverse effect on its business,
prospects, financial condition and results of operations.
The unaudited financial statements do not include any adjustments relating to
the recoverability of assets and classification of assets and liabilities that
might be necessary should the Company be unable to continue as a going concern.
6
EASY ORGANIC COOKERY, INC.
(a development stage company)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2013
(unaudited)
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash and short-term investments with
original maturities of less than 90 days. Such investments are carried at cost,
which is a reasonable estimate of their fair value. Cash equivalents are placed
with high credit quality financial institutions and are primarily in money
market funds.
USE OF ESTIMATES
The preparation of financial statements in accordance with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities and
expenses and disclosures of contingent assets and liabilities at the date of the
financial statements. Actual results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts reflected in the balance sheets for cash and accounts
payable approximate the respective fair values due to the short maturities of
these items. The Company does not hold any investments that are
available-for-sale.
As required by the Fair Value Measurements and Disclosures Topic of the FASB
ASC, fair value is measured based on a three-tier fair value hierarchy, which
prioritizes the inputs used in measuring fair value as follows: (Level 1)
observable inputs such as quoted prices in active markets; (Level 2) inputs,
other than the quoted prices in active markets, that are observable either
directly or indirectly; and (Level 3) unobservable inputs in which there is
little or no market data, which require the reporting entity to develop its own
assumptions.
The three levels of the fair value hierarchy are described below:
Level 1: Unadjusted quoted prices in active markets that are accessible at the
measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active, or inputs that are
observable, either directly or indirectly, for substantially the full term of
the asset or liability;
Level 3: Prices or valuation techniques that require inputs that are both
significant to the fair value measurement and unobservable (supported by little
or no market activity).
NET LOSS PER COMMON SHARE
The Company computes net loss per share under Accounting Standards Codification
subtopic 260-10, Earnings Per Share ("ASC 260-10"). Basic net income (loss) per
common share is computed by dividing net loss by the weighted average number of
shares of common stock. Diluted net loss per share is computed using the
weighted average number of common and common stock equivalent shares outstanding
during the period. There is no effect on diluted loss per share since the common
stock equivalents are anti-dilutive. The Company did not have any common stock
equivalent shares for the three months ended October 31, 2013 and 2012.
7
EASY ORGANIC COOKERY, INC.
(a development stage company)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2013
(unaudited)
NOTE 2 - RELATED PARTY TRANSACTIONS
The Company's current President, Anthony Gallo loans funds to the Company for
working capital purposes. The loans are unsecured, payable on demand and
non-interest bearing. As of October 31, 2013 and July 31, 2013, there were
$39,635 and $27,580 in loans outstanding, respectively.
NOTE 3 - STOCKHOLDERS' DEFICIT
The Company has authorized 75,000,000 shares of common stock, with a par value
of $0.001 per share. As of October 31, 2013 and July 31, 2013, the Company has
11,033,000 shares of common stock issued and outstanding.
In connection with an employment agreement entered into on August 1, 2013 (see
Note 4 below), the Company is obligated to issue 2,000,000 of its common stock
as a signing bonus. In addition, the Company is accruing an obligation to issue
an additional 1,000,000 at the end of each service year. The aggregate accrual
as of October 31, 2013 was $22,500 based on the estimated fair value of the
Company's common stock.
NOTE 4 - EMPLOYMENT AGREEMENT
Effective August 1, 2013, the Company entered into an employment agreement with
Anthony Gallo, the Company's Chief Executive Officer expiring on the third
anniversary of the effective date and subject to an automatic renewal for
additional two year periods, unless terminated at least 90 days prior the
expiration of the one year period. The agreement provides for a signing bonus of
$75,000 and 2,000,000 non forfeitable shares of the Company common stock
issuable upon the effective date of the agreement. Additionally, the executive
officer will receive $10,000 per month base salary and 1,000,000 shares of the
Company's common stock yearly after the first year of employment.
During the three months ended October 31, 2013, the Company has accrued an
aggregate of $105,000 salary payable and $22,500 as stock based compensation.
8
ITEM 2. MANAGEMENT`S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This section of this report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project, and similar expressions
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this report. These forward looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
OVERVIEW
Easy Organic Cookery, Inc. ("EOC, "we", "the Company") was incorporated in the
State of Nevada as a for-profit Company on July 6, 2010 and established a fiscal
year end of July 31. We are a development-stage company. Due to economic
conditions and the limited amount of funding raised in our offering of shares,
the company has been unable to attain any level of success. In order to maximize
shareholder value there was a change of management and we are now considering
available options for future growth.
Our management has been analyzing various alternatives available to our company
to ensure our survival and to preserve our shareholder's investment in our
common shares. This analysis has included sourcing additional forms of financing
and looking for other opportunities including business combinations.
In implementing a structure for a particular business combination or
opportunity, we may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another corporation or entity. We may
also acquire stock or assets of an existing business. At this stage, we can
provide no assurance that we will be able to raise funding to continue our
business as is or locate compatible business opportunities, what additional
financing we will require to complete a combination with another business
opportunity or whether the opportunity's operations will be profitable.
Historically, we have been able to raise a limited amount of capital through
sales of our equity stock, but we are uncertain about our continued ability to
raise funds by sales of our stock. We have not entered into any formal written
agreements for a business combination or opportunity. If any such agreement is
reached, we intend to disclose such an agreement by filing a current report on
Form 8-K with the Securities and Exchange Commission.
If we are unable to secure adequate capital to continue our business or
alternatively, complete a combination or acquisition, our shareholders will lose
some or all of their investment and our business will likely fail.
As of October 31, 2013 we had generated no revenues. We have been issued an
opinion by our auditor that raises substantial doubt about our ability to
continue as a going concern based on our current financial position.
RESULTS OF OPERATIONS
We are still in our development stage and have generated no revenues to date.
We incurred operating expenses of $135,675 and $5,180 for the three months ended
October 31, 2013 and 2012, respectively, with no revenues for either period.
These expenses consisted of general operating expenses incurred in connection
with the day to day operation of our business and the preparation and filing of
our periodic reports. The increase in operating expenses for the current period
were primarily an accrual for salaries and stock based compensation of $127,500
compared to $-0- for the same period last year. Our net losses are $135,675 and
$5,180 for the three months then ended October 31, 2013 and 2012, respectively.
Cash provided by proceeds from the sale of common stock from inception through
October 31, 2013 was $15,830 resulting from the sale of common stock to our
founder who purchased 10,500,000 shares of our Common Stock at $0.001 per share
on July 28, 2010 for proceeds of $10,500 and the sale of 533,000 shares at $0.01
pursuant to a Registration Statement on Form S-1 filed with the SEC. In July,
2010 the offering was closed with proceeds of $5,330.
9
On September 21, 2012, Warren Gilbert purchased 10,500,000 shares of our common
stock from Toshiko Iwamoto Kato, in a private transaction for an aggregate total
of $40,000. The funds used for this share purchase were Mr. Gilbert's personal
funds. This transaction resulted in Mr. Gilbert taking control of 95% of our
currently issued and outstanding shares.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at October 31, 2013 was $3,515, with $144,850 in outstanding
liabilities, consisting of $39,635 in a loan payable to a related party and
$215 in accounts payable and accrued liabilities and $105,000 in accounts
payable to related party. Our director has verbally agreed to loan the company
funds to continue operations in a limited scenario, but he has no legal
obligation to do so. We are a development stage company and have generated no
revenue since inception to October 31, 2013.
Our auditors have expressed their doubt about our ability to continue as a going
concern unless we are able to generate profitable operations.
PLAN OF OPERATION
Due to economic conditions and the limited amount of funding raised in our
offering of shares, the Company has been unable to attain any level of success.
In order to maximize shareholder value there was a change of management and we
are now considering available options for future growth.
Our management has been analyzing various alternatives available to our company
to ensure our survival and to preserve our shareholder's investment in our
common shares. This analysis has included sourcing additional forms of financing
and looking for other opportunities including business combinations.
In implementing a structure for a particular business combination or
opportunity, we may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another corporation or entity. We may
also acquire stock or assets of an existing business. At this stage, we can
provide no assurance that we will be able to raise funding to continue our
business as is or locate compatible business opportunities, what additional
financing we will require to complete a combination with another business
opportunity or whether the opportunity's operations will be profitable.
Historically, we have been able to raise a limited amount of capital through
sales of our equity stock, but we are uncertain about our continued ability to
raise funds by sales of our stock. We have not entered into any formal written
agreements for a business combination or opportunity. If any such agreement is
reached, we intend to disclose such an agreement by filing a current report on
Form 8-K with the Securities and Exchange Commission.
If we are unable to secure adequate capital to continue our business or
alternatively, complete a combination or acquisition, our shareholders will lose
some or all of their investment and our business will likely fail.
As of October 31, 2013 we had generated no revenues. We have been issued an
opinion by our auditor that raises substantial doubt about our ability to
continue as a going concern based on our current financial position.
OFF BALANCE SHEET ARRANGEMENT
The company is dependent upon the sale of its common shares to obtain the
funding necessary to carry out its business plan. Our President, Anthony Gallo,
has undertaken to provide the Company with operating capital to sustain its
business over the next twelve month period, as the expenses are incurred, in the
form of a non-secured loan. However, there is no contract in place or written
agreement securing these agreements. Investors should be aware that Anthony
Gallo's expression is neither a contract nor agreement between him and the
company.
10
Other than the above described situation the Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company's financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures, or capital resources that are material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Based upon an evaluation of the effectiveness of disclosure controls and
procedures, our principal executive and financial officer has concluded that as
of the end of the period covered by this Quarterly Report on Form 10-Q our
disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e)
under the Exchange Act) were not effective. The Company's principal executive
and financial officer have determined that there are material weaknesses in our
disclosure controls and procedures.
The material weaknesses in our disclosure control procedures are as follows:
1. LACK OF FORMAL POLICIES AND PROCEDURES NECESSARY TO ADEQUATELY REVIEW
SIGNIFICANT ACCOUNTING TRANSACTIONS. The Company's sole officer maintains the
accounting of the Company. Because we only have the one officer, we do not have
a formal policy to review significant accounting transactions and the accounting
treatment of such transactions. Management may not process the accounting on a
timely basis to allow for adequate reporting/consideration of certain
transactions.
2. AUDIT COMMITTEE AND FINANCIAL EXPERT. The Company does not have a formal
audit committee with a financial expert, and thus the Company lacks the board
oversight role within the financial reporting process.
We intend to initiate measures to remediate the identified material weaknesses
including, but not necessarily limited to, the following:
* Establishing a formal review process of significant accounting
transactions that includes participation of the Chief Executive
Officer, the Chief Financial Officer, and the Company's corporate
legal counsel.
* Form an Audit Committee that will establish policies and procedures
that will provide the Board of Directors a formal review process that
will among other things, assure that management controls and
procedures are in place and being maintained consistently.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have not been any changes in the Company's internal control over financial
reporting during the quarter ended October 31, 2013 that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.
No director, officer, or affiliate of the issuer and no owner of record or
beneficiary of more than 5% of the securities of the issuer, or any security
holder is a party adverse to the small business issuer or has a material
interest adverse to the small business issuer.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
3.1 Articles of Incorporation [1]
3.2 By-Laws [1]
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***
101INS XBRL Instance Document*
101SCH XBRL Taxonomy Extension Schema*
101CAL XBRL Taxonomy Extension Calculation Linkbase*
101DEF XBRL Taxonomy Extension Definition Linkbase*
101LAB XBRL Taxonomy Extension Label Linkbase*
101PRE XBRL Taxonomy Extension Presentation Linkbase*
----------
[1] Incorporated by reference from the Company's filing with the Commission on
September 17, 2010.
* Includes the following materials contained in this Quarterly Report on Form
10-Q for the quarter ended October 31, 2013 formatted in XBRL (eXtensible
Business Reporting Language): (i) the Balance Sheets, (ii) the Statements
of Operations, (iii) the Statements of Changes in Equity, (iv) the
Statements of Cash Flows, and (v) Notes.
** Included in Exhibit 31.1
*** Included in Exhibit 32.1
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
EASY ORGANIC COOKERY, INC.
Date: December 23, 2013 By: /s/ Anthony Gallo
----------------------------------
Anthony Gallo,
President, Secretary, Treasurer
(Principal Executive Officer)
(Principal Financial Officer)
1