SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment no. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EASY ORGANIC COOKERY, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number)
(I.R.S. Employer Identification Number)
375 N. Stephanie St. Suite 1411, Henderson, Nevada, 89014-8909
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
Toshiko Iwamoto Kato
Easy Organic Cookery, Inc.
375 N. Stephanie St. Suite 1411
Henderson, Nevada, 89014-8909
(Address, including zip code, and telephone number,
including area code, of agent for service)
Diane D. Dalmy
Attorney at Law
8965 W. Cornell Place
Lakewood, Colorado 80227
As soon as practicable after the effective date of this registration statement
(Approximate date of commencement of proposed sale to the public)
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [ X ]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
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. (Check one)
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ ]
Smaller reporting Company [X]
(Do not check if a smaller reporting Company)
Calculation of Registration Fee
Considering this survey and the fact we are a developing-stage company, our initial target market is going to be based on the following market segmentation:
Gender: female, the survey showed women are more likely to buy organic food than men. This means Easy Organic Cookery will initially develop recipes and services that compliment the needs, tastes and habits of women.
Age: from 18 to 34, although this age range represents only 31% of the respondents in the pool, it has the highest rate of organic food acceptance. Therefore we will also concentrate on the development of recipes and services that fulfill the needs and the habits of this segment. After establishing a solid position in this segment, we intend to target the age range of 35 to 54, which represents 38% of the respondents and is the second in organic food acceptance.
Geographical: residents of the Western USA will be the main region which we will focus our marketing research, actions and resources, since the survey indicates this geographical area to have the highest organic acceptance.
Customers profile: those who are seeking healthier alimentation habits, have green awareness, love cooking and have a household income higher than $75,000; this market segment has 56% of organic acceptance, as presented in the survey.
Organic food suppliers play a fundamental role to our business as part of the planned revenue depends on the receiving commission from the sales of their products. Our initial internet research
revealed some interesting companies which we can discuss possible business agreements with and start to develop recipes considering their products:
Arrowhead Mills (www.arrowheadmills.com): a pioneer and leader in organic baking, mixes, grains, cereals and nut butters since 1960.
De Boles (www.deboles.com): a unique pasta brand known especially for its Jerusalem artichoke flour products. DeBoles also markets semolina, whole wheat, and rice flour pastas. In addition, DeBoles offers certified organic pastas
Hollywood (www.hollywoodoils.com): the U.S. leader in safflower oil, Hollywood is known for its high quality canola and peanut oils, as well as carrot juice
Spectrum Organics (www.spectrumorganics.com): maker of natural and organic culinary oils, vinegars, condiments and butter substitutes under "Spectrum Naturals®" and essential fatty acid nutritional supplements under "Spectrum Essentials®".
Sunspire (www.worldpantry.com/cgi-bin/ncommerce3/ExecMacro/nspired/sunspire/home.d2w/report): all natural and organic chocolate products for baking, snacking and candy making
Walnut Acres (www.walnutacres.com): organic juices, canned soups, salsas and sauces
Westbrae Natural (www.westbrae.com): a vegetarian inspiration since 1970, providing products for nutritious meals centered on vegetables, whole grains, soups and beans
We also intend to explore organic certified products in order to bring more reliability and quality to our recipes. The United States Department of Agriculture has a National Organic Program, which is responsible for the USDA Organic certification for producers and handlers of agricultural products that follow the NOP regulations. Also there is the Fair Trade Certification (FTC) from TransFair USA (more details about Fair Trade Certification please refer to Social & Environmental responsibilities chapter), which we found that there are interesting potential suppliers to make business agreements with us, such as:
Costco - selling Kirkland Signature FTC Coffee
Fred Meyer - selling FTC coffee, chocolate, tea
Giant - selling FTC flowers, coffee, tea, chocolate
Kroger - selling FTC coffee, chocolate, tea
Safeway - selling FTC coffee, tea, sugar
Sam's Club - selling Members Mark® coffee, Neu Direction FTC wine, Peterson Farms FTC Sweetened Dried Triple Cherry & Cherry Berry Blend, FTC bananas, & online FTC flowers
Target - selling Wandering Grape FTC wines, Archer Farms FTC coffee
Trader Joe's - selling FTC coffee
Wal-Mart - selling Sam's Choice FTC coffee, Peterson Farms FTC Chocolate Covered Dried Cherries
Wegman's - selling FTC coffee, tea, chocolate, sugar
Whole Foods Market - selling FTC coffee, tea, chocolate, wine, sugar, energy bars, body care products, flowers, rice
We have no arrangements in place with any of the companies identified as organic food suppliers.
Description of our Services
Our business will be based on the development of the website www.easyorganicookery.com, from which we expect to attract customers who are interested in our free organic recipes and then convert them to contract our personalized services:
Easy Organic Cookery (EOC): by selecting any of our free organic recipes, all the ingredients and appliances needed to prepare them can be delivered to the comfort of your home, making them easy and fast to prepare. We have not yet contacted, hired or established any partnerships with potential suppliers.
Easy Organic Cookery Plus (EOC+): the right choice for those who want a healthy tasty meal but do not want the trouble of planning what to eat and what to buy for daily or weekly meal planning. It will be possible to choose the days, weeks or months when someone wants to have an organic meal. Then our nutritionists will plan and select the right amount of balanced organic recipes to fulfill your nutritional and dietary requirements through tasteful and delicious meals. Our service will delivery all the ingredients needed to the comfort of their home. We have not yet contacted, hired or established any partnerships with potential suppliers, delivery companies or nutritionists.
The recipes will be developed by the nutritionists considering the best balance among healthy, tasty and available ingredients. Nutritional information will be available in all recipes and for some of them a special label will be posted to indicate meals designed to lose weight, or take into consideration special requirements such as diabetics and athletes. Management believes these three markets will be the largest users of EOC and EOC+.
Initially we intend to contract the services of third party licensed nutritionists to create the original organic recipes. Then, depending on the demand for EOC+, we will evaluate theneed to contract full time nutritionists to support the services provided.
Most of the recipes ingredients will be chosen from the suppliers we intend to partnership with.
The recipes are planned to be organized by:
Ingredients (vegetables, fruits, pasta, meat, seafood and poultry)
Time to be ready (15, 30, 60 and 120 minutes)
Special labels (Losing weight, Diabetics and Athletes)
Season or occasion (Thanksgiving, Christmas, Easter, Halloween, Passover, Summer, Winter, Spring, Autumn)
We are planning on offering the following options of EOC:
Buy only the ingredients of the organic recipe chosen from our website, or
Buy only the appliances to prepare the chosen organic recipe, or
Buy the ingredients and appliances to prepare the chosen organic recipe.
The options of EOC+ are planned to be;
Pre-defined: standard, low calories, vegetarian, losing weight, diabetic and athletes;
Choose your recipes: select the organic recipes that are posted at the website to be delivered at your home.
For breakfasts, snacks, lunches or dinners
Schedule when the recipes and ingredients will be delivered:
At specific day(s);
Currently, we are not offering any services or selling any product in our website yet, as we are still in the development stage of our company.
We believe that our main advantage will be our services, planned and developed to make organic cookery easy, fast and delicious, or in other words, respecting the taste, and lifestyle requirements of our customers.
Our organic recipes will be developed specially by licensed nutritionists who understand what our target market requires. Our services will complete our value offer of organic recipes, bringing comfort, ease, and pleasure to customers preparing their own meals while reducing their environmental footprint.
Besides, offering organic recipes with the special labels for diabetics, athletes and those who want to lose weight the company feels it can also distinguish itself from the competition, such as Planet Organic (www.planetorganic.ca/goodfood/recipecorner), Green Foot Steps (www.greenfootsteps.com/organic-healthy-recipes.html) and Organic Authority (www.organicauthority.com/organic-food-recipes/) which only offer recipes, and do not offer any additional services, or products.
We expect to have a significant distinction from our competition due to our business model, where we plan to offer different services and products from those available on our competitors websites.
Since we are initially targeting the market segment of 18 to 34, we believe the internet will play an important marketing vehicle to get Easy Organic Cookery known. Bearing this in mind, our plan consists of:
Facebook (www.facebook.com): by creating a profile for Easy Organic Cookery, we expect to join a community interested in organic food, healthy eating habits, social and environmental responsibilities. In this way, we can make our business known and attract more potential users to our services
Twitter (www.twitter.com): by posting information about organic foods, healthy eating habits and our latest organic recipes, we intend to promote our business and attract more users to our website. Also, by encouraging our users to post opinions and suggestions about our organic recipes and services we expect to raise interest to our business
You Tube(www.youtube.com): we are planning in the future, after we have enough funds and are already in operation, to have videos explaining how to prepare our organic recipes done by our nutritionists and also by our users
Internet search engines: verify how to be best rated in the search engines when someone is looking for organic recipes, healthy eating habits, food delivery services and subjects related to our business
Also we plan to advertise on the website products and services related to organic food and healthy eating habits, such as the Organic Consumers Association (www.organicconsumers.org) and to participate in expositions and forums, such as the Natural Marketplace Show (www.naturalmarketplaceshow.com the official trade show of the Natural Products Association) and The Natural Products Expo West (www.expowest.com/ew11/public/enter.aspx - the premier trade show for the natural, organic and healthy products industry, identifying the bestsellers of today and the trends of tomorrow).
Social & Environmental responsibilities
The Company intends to make a charitable donation of 3% of its net profit in social and environmental actions related to organic food. One organization that caught our attention is TransFair USA, which has an interesting certification program called Fair Trade Certification:
Fair Trade Certification empowers farmers and farm workers to lift themselves out of poverty by investing in their farms and communities, protecting the environment, and developing the business skills necessary to compete in the global marketplace. Fair Trade is much more than a fair price, Fair Trade principles include:
Fair price: Democratically organized farmer groups receive a guaranteed minimum floor price and an additional premium for certified organic products. Farmer organizations are also eligible for pre-harvest credit.
Fair labor conditions: Workers on Fair Trade farms enjoy freedom of association, safe working conditions, and living wages. Forced child labor is strictly prohibited.
Direct trade: With Fair Trade, importers purchase from Fair Trade producer groups as directly as possible, eliminating unnecessary middlemen and empowering farmers to develop the business capacity necessary to compete in the global marketplace.
Democratic and transparent organizations: Fair Trade farmers and farm workers decide democratically how to invest Fair Trade revenues.
Community development: Fair Trade farmers and farm workers invest Fair Trade premiums in social and business development projects like scholarship programs, quality improvement trainings, and organic certification.
Environmental sustainability: Harmful agrochemicals and GMOs are strictly prohibited in favor of environmentally sustainable farming methods that protect farmers health and preserve valuable ecosystems for future generations.
TransFair USA, a non-profit organization, is the only independent, third-party certifier of Fair Trade products in the U.S. and one of 20 members of Fairtrade Labeling Organizations International (FLO). TransFairs rigorous audit system, which tracks products from farm to finished product, verifies industry compliance with Fair Trade criteria. TransFair allows U.S. companies to display the Fair Trade Certified label on products that meet strict Fair Trade standards.
We have not entered into any agreements with TransFair USA.
We intend, in due course, subject to legal advice, to apply for trademark protection and/or copyright protection in the United States and other jurisdictions.
We intend to aggressively assert our rights trademark and copyright laws to protect our intellectual property, including product design, product research and concepts and recognized trademarks. These rights are protected through the acquisition of trademark registrations, the maintenance of copyrights, and, where appropriate, litigation against those who are, in our opinion, infringing these rights.
While there can be no assurance that registered trademarks and copyrights will protect our proprietary information, we intend to assert our intellectual property rights against any infringer. Although any assertion of our rights can result in a substantial cost to, and diversion of effort by, our Company, management believes that the protection of our intellectual property rights is a key component of our operating strategy.
We are unaware of and do not anticipate having to expend significant resources to comply with any governmental regulations of the organic recipes, ingredients and appliances provider industry. However, we still need to verify certifications and possible government approvals needed to execute our business.
We are subject to the laws and regulations of those jurisdictions in which we plan to sell our product, which are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and/or supervisory requirements.
Employees and Employment Agreements
As the date of this prospectus, EOC has no permanent staff other than its sole officer and director, Mrs. Toshiko Iwamoto Kato, who is the President and Chairman of the Company. Mrs. Kato is employed elsewhere and has the flexibility to work on EOC up to 15 hours per week. She is prepared to devote more time to our operations as may be required. She is not being paid at present.
There are no employment agreements in existence. The Company presently does not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, the Company may adopt plans in the future. Management does not plan to hire additional employees at this time. Our sole officer and director will be responsible for the initial servicing. Once the Company begins building its Internet website, it will hire an independent consultant to build the site. The Company also intends to hire sales representatives initially on a commission only basis to keep administrative overhead to a minimum.
We have not incurred and do not anticipate incurring any expenses associated with environmental laws.
We are not yet subject to the reporting requirements of the Securities Exchange Act of 1934. We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock offered hereby. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedule thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information regarding our common stock and our Company, please review the registration statement, including exhibits, schedules and reports filed as a part thereof. Statements in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement, set forth the material terms of such contract or other document but are not necessarily complete, and in each instance reference is made to the copy of such document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.
We will comply with the informational requirements of the Exchange Act which requires us to file reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information along with the registration statement, including the exhibits and schedules thereto,
may be inspected at public reference facilities of the SEC at 100 F Street N.E, Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SECs Internet website at http://www.sec.gov.
Reports to security holders
After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 13 (a) or 15(d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any materials we file with the SEC at the SECs Public Reference Room or visiting the SECs Internet website (see Available Information above).
We are not currently a party to any legal proceedings.
Our fiscal year end is July 31. We will provide audited financial statements to our stockholders on an annual basis; as prepared by an Independent Certified Public Accountant.
EASY ORGANIC COOKERY, INC.
(A Development Stage Company)
NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS
January 31, 2011
NOTE 1 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 January 31, 2011, and for all periods presented herein, have been made.
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 July 31, 2010 audited financial statements. The results of operations for the period ended January 31, 2011 are not necessarily indicative of the operating results for the full year.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLE
Use of estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company is subject to uncertainty of future events, economic, environmental and political factors and changes in the Company's business environment; therefore, actual results could differ from these estimates. Accordingly, accounting estimates used in the preparation of the Company's financial statements will change as new events occur, more experience is acquired, as additional information is obtained and as the Company's operating environment changes. Changes are made in estimates as circumstances warrant. Such changes in estimates and refinement of estimation methodologies are reflected in the statements.
Cash and cash equivalents
For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.
EASY ORGANIC COOKERY, INC.
(A Development Stage Company)
NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS
January 31, 2011
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLE (continued)
Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2011. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.
Earnings per share
The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (EPS) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.
NOTE 3 GOING CONCERN
The Companys financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
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 Company has, as of January 31, 2010, an accumulated deficit during the development stage of $12,434. 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. These financials do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.
EASY ORGANIC COOKERY, INC.
(A Development Stage Company)
NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS
January 31, 2011
NOTE 4 LOAN PAYABLE RELATED PARTY LOANS
The Company has received $1,424 as a loan from a related party. The loan is payable on demand and without interest.
NOTE 5 - STOCKHOLDER'S DEFICIT
On July 30, 2010, the Company issued 10,500,000 shares of its common stock for cash of $10,500. The Company received $10,500 from the investor on August 9, 2010.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section of the Registration Statement 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. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
As long as we succeed to raise the funds required to start our operation, Easy Organic Cookery plans to develop its initial activities in 12 months, after the termination of this offering, as shown in the following tables, which presents the planned activities, duration and investments. If we do not raise enough cash through this offering, the following plan of operation below will take effect after we raise enough funds to do so.
As of the date of this prospectus, we have not yet implemented our business plan; we have only secured the web domain ( www.easyorganicookery.com ) and created a template of our to-be finalized website.
Our business development is planned to start with Market Research and Analysis for Organic Food, during the first 3 months, Legal and regulatory research on the 2 nd and 3 rd months, Development of the detailed services concept and development of the detailed Market plan, on the 4 th , 5 th and 6 th months; Suppliers selection and partnership agreements, on the 5 th, 6 th and 7 th months; Searching and hiring nutritionists services for Organic Food elaboration, on the 8 th , 9 th and 10 th months and the final development of our website , planned to be done from the 7 th to the 12 th month (except if we only raise about 25% of the expected with the sale of our common stock, see tables below), when we expect to be fully functional.
We plan on fully developing our strategies on how to market our food and appliance products on the 4 th , 5 th and 6 th months after raising enough funds. We expect to have agreement with our future suppliers in place between the 5 th and 7 th months after we start implementing our business plan. Around that time, we will also select the best possible organic food suppliers for EOC and EOC+ and the delivery services (we may need to hire a third party delivery company, depending on the supplier).
We expect our website to be fully functional at the end of the 12 th month after we start implementing our business plan. We expect to start generating revenues once our website is ready.
Our plans would be curtailed under offering scenarios less than 100%, all our anticipated costs are shown on the tables below under possible results of the sale of our shares (if 100%, 75%, 50% or 25% of the offered shares are sold). The anticipated cost of market research is $5,000, the anticipated cost for developing our organic recipes is $8,000, the anticipated cost to find supplier partners and sourcing products is $2,500 and the anticipated cost for the full development of our website is $11,000.
Market Research and Analysis for Organic Food
Better understand the organic food market by finding research related to it, such as the Market Information and Industry Research - 2009 U.S. Families Organic
Attitudes and Beliefs Study - from Organic Trade Association (www.ota.com/bookstore/2.html). Estimated cost: $2,500
Analysis of organic food market
Analysis the pre-selected segmentation (see the chapter Market Analysis) to ensure its potential or to redefine it*
Deeper and screen analysis of what is needed and expected by our target market
Find the requirements of organic recipes and services that is needed and may be not yet fulfilled considering our target market
Legal and regulatory research
Verify legal and regulation requirements related to offering organic recipes services
Verify certifications and possible government approvals needed to execute our business.
Verify how to apply and use the USDA Organic certification from NOP and the Fair Trade Certification (FTC) from TransFair USA
Development of the detailed services concept
According to the results from market research and analysis, refine and detail the concept of EOC and EOC+
Development of the detailed Marketing Plan
Study and define the best strategy to use Facebook, Twitter, You Tube and internet search engines to promote and attract our target market
Select website, expositions and forums to define our participation and the budget needed
Suppliers selections and partnership
Select possible organic food suppliers
Establish partnership and commissioning policy
Hiring nutritionists' services for organic recipes elaboration
Select nutritionists who know how to develop organic recipes
According to the requirements founds in the market research and analysis and the selected suppliers, define and develop the organic recipes with the assistance of the nutritionists
Contract web designing services to finish our under construction website
Develop the Easy Organic Cookery website template according to what was specified in the development of the detailed services concept phase
We expect to generate revenue receiving commission from the sales of our partners organic ingredients and appliances (yet to be negotiated with potential suppliers); services fee from the personalized nutritional menu from EOC+ (the fee amount is yet to be defined); advertisements from our future partners and companies related to our business (organic foods, healthy nutritional habits, eco life style, green awareness). We have not contacted any company yet.
To be successful, our company needs to accomplish the steps described above, in order to have a better understanding of the Market and then establish our Marketing strategies. We believe that EOC is a more generic service that can be used by anyone. EOC+ business model will focus more on a specific group. Our company believes that the success of our business relies on the proper execution of the above described plan of operation.
Results of Operations
For the period from inception through January 31, 2011, we had no revenue. Expenses for the period totaled $6,410 resulting in a Net loss of $6,410. The majority of expenses are associated with the filing of the Companys S-1, including auditing and legal fees.
Capital Resources and Liquidity
As of January 31, 2011 we had $5,990 in cash, with liabilities of $7,924, costs mostly associated with the filing of this prospectus. As of the filing date of this prospectus, Mrs. Kato has lent the Company $1,424 dollars to bring the Companys payables up to date. The funds forwarded to the Company by the President have no interest and no fixed repayment date.
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 completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. We believe that 25% of the amount of the offering would likely allow us to operate for at least one year (see Use of Proceeds on page 17 and Plan of Operation on page 44 for more detailed information).
Management believes that if subsequent private placements are successful, we will generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.
We are exclusively dependent upon the success of the anticipated offering described herein. Therefore, the failure thereof would result in need 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 we are 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. If the Company 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 would lose all of their investment.
We do not anticipate researching any further products or services other than the ones described on this prospectus nor the purchase of any significant equipment. The equipments to be sold shall be provided by our suppliers and partners. Our company believes that, due to the fact that we have not implemented our business plan and have not generated any revenues yet, it is important to keep the focus on our business plan before starting researching for new products and services, depending on the results of our plan of operation We also do not expect any significant additions to the number of employees, as the company intends to hire third party consultants when necessary.
As of the date of this registration statement, the current funds available to the Company will not be sufficient to continue maintaining a reporting status. The Companys sole officer and director, Mrs. Kato has indicated that she may be willing to provide funds required to maintain the reporting status in the form of a non-secured loan for the next twelve months as the expenses are incurred if no other proceeds are obtained by the Company. However, there is no contract in place or written agreement securing this agreement. Management believes if the Company cannot maintain its reporting status with
the SEC it will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety.
Should the Company fail to raise capital through this offering and Mrs. Kato is unwilling or unable to loan the Company funds to proceed with its plans the Company will have to cease all business activities until such time further funds are raised. As the Company does not currently have enough cash to fund its business plan and may not have enough to pay all of its liabilities; if the Company is unable to raise funds from this offering it may be able to issue restricted common shares to its creditors to satisfy their debts. The Company would only offer its creditors shares to settle debt if unable to raise equity financing. The Company would not settle any related debt with this type of share offering. The Companys current debts are to its attorney, auditor and EDGARizer. There is no assurance that any of the Companys creditors would accept restricted shares from the company in exchange for its debt.
Off-balance sheet arrangements
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.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUTING AND FINANCIAL DISCLOSURE
There have been no changes in or disagreements with accountants regarding our accounting, financial disclosures or any other matter.
DIRECTORS AND EXECUTIVE OFFICERS
Identification of directors and executive officers
Our sole director serves until her successor is elected and qualified. Our sole officer is elected by the Board of Directors to a term of one (1) year and serves until her successor is duly elected and qualified, or until she is removed from office. The Board of Directors has no nominating or compensation committees. The Companys current Audit Committee consists of our sole officer and director.
The name, address, age and position of our present sole officer and director is set forth below:
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Toshiko Iwamoto Kato
Rua Loefgreen 1654, ap 113 Sao Paulo, SP, Brasil
President, Secretary/ Treasurer, Chief Financial Officer and Chairman of the Board of Directors.
The person named above has held her offices/positions since inception of our Company and is expected to hold her offices/positions at least until the next annual meeting of our stockholders.
Mrs. Toshiko Kato has been cooking and trying organic recipes for almost 5 years, acquiring experience in the process of choosing the best ingredients and the perfect seasoning for each one and defining a balanced menu for a complete meal. The result was invitations for parties and familys reunions to cook organic recipes, helping her to have a good sense of cost and managerial skills in the cookery area.
Before that, Mrs. Kato worked in the Haute Couture business, creating exclusive custom-fitted clothing. Her main education background came from the Centro Educacional Michie Akama, a center of education based on Japanese teaching method to prepare for professional life.
Nowadays Mrs. Kato is looking for internet courses to update her knowledge in business administration, in areas such as marketing, finance and accounting.
Mrs. Kato has been retired for the last 5 years, as of the date of this prospectus.
Conflicts of Interest
At the present time, the Company does not foresee any direct conflict between Mrs. Kato other business interests and her involvement in EOC.
EOC has made no provisions for paying cash or non-cash compensation to its sole officer and director. No salaries are being paid at the present time, and none will be paid unless and until our operations generate sufficient cash flows.
The table below summarizes all compensation awarded to, earned by, or paid to our named executive officer for all services rendered in all capacities to us for the period from inception (07/06/2010) through January 31, 2011.