Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: October 31, 2012
[ ] 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 17, 2012, the aggregate value of voting and non-voting common
equity held by non-affiliates was $15,830.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: 11,033,000 as of December 26,
2012.
EASY ORGANIC COOKERY, INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
Page Number
-----------
PART I - FINANCIAL INFORMATION
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations 8
Item 3 Quantitative and Qualitative Disclosures About Market Risk 10
Item 4 Controls and Procedures 10
PART II - OTHER INFORMATION
Item 1 Legal Proceedings 11
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 11
Item 3 Defaults Upon Senior Securities 11
Item 4 Mine Safety Disclosures 11
Item 5 Other Information 11
Item 6 Exhibits 12
2
EASY ORGANIC COOKERY, INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
--------------------------------------------------------------------------------
October 31, July 31,
2012 2012
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 3,100 $ 160
-------- --------
TOTAL ASSETS $ 3,100 $ 160
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 680 $ 300
Loan from related party 7,600 8,966
-------- --------
TOTAL CURRENT LIABILITIES 8,280 9,266
-------- --------
STOCKHOLDERS' DEFICIT
Common stock
Authorized, 75,000,000 shares of common stock ,0.001 par value
Issued and Outstanding
Common stock, $.001 par value; 11,033,000 shares 11,033 11,033
Additional paid-in capital 14,063 4,797
Deficit accumulated during the development stage (30,276) (24,936)
-------- --------
TOTAL STOCKHOLDERS' DEFICIT (5,180) (9,106)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 3,100 $ 160
======== ========
The accompanying notes are an integral part of these financial statements.
3
EASY ORGANIC COOKERY, INC
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
--------------------------------------------------------------------------------
For the period from
Date of Inception
Three months ended (July 6, 2010) to
October 31, October 31, October 31,
2012 2011 2012
------------ ------------ ------------
REVENUE $ -- $ -- $ --
------------ ------------ ------------
EXPENSES
Office and general 680 1,416 5,616
Professional fees 4,500 4,500 32,000
------------ ------------ ------------
TOTAL OPERATING EXPENSES 5,180 5,916 37,616
NET OPERATING LOSS (5,180) (5,916) (37,616)
------------ ------------ ------------
OTHER INCOME (EXPENSES)
Forgiveness of payables -- -- 7,500
Other expense (160) -- (160)
------------ ------------ ------------
NET LOSS (5,340) (5,916) (30,276)
============ ============ ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES 11,033,000 11,033,000
============ ============
NET LOSS PER SHARE:
Basic (0.00) (0.00)
============ ============
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)
--------------------------------------------------------------------------------
For the period from
Date of Inception
Year ended (July 6, 2010) to
October 31, October 31, October 31,
2012 2011 2012
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (5,340) $ (5,916) $(30,276)
Adjustment to reconcile net loss to net cash
used in operating activities
Forgiveness of loan -- -- (7,500)
Changes in operating assets and liabilities
Increase in accrued expenses 380 1,200 8,180
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (4,960) (4,716) (29,596)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock -- 5,330 15,830
Increase in donated capital 9,266 -- 9,266
Loan from related party (1,366) -- 7,600
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 7,900 5,330 32,696
-------- -------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS 2,940 614 3,100
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 160 3,856 --
-------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,100 $ 4,470 $ 3,100
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION
Interest paid $ -- $ -- $ --
======== ======== ========
Income taxes paid $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of these financial statements.
5
EASY ORGANIC COOKERY, INC.
NOTES TO THE FINANCIAL STATEMENTS
UNAUDITED
OCTOBER 31, 2012
--------------------------------------------------------------------------------
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 October 31, 2012, 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 financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's July 31, 2012 audited
financial statements. The results of operations for the period ended October 31,
2012 are not necessarily indicative of the operating results for the full year.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES AND ASSUMPTIONS
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.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of October 31, 2012. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash,
accounts payable and loans from related party. Fair values were assumed to
approximate carrying values for cash, accounts payable and loans from related
party because they are short term in nature 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.
6
EASY ORGANIC COOKERY, INC.
NOTES TO THE FINANCIAL STATEMENTS
UNAUDITED
OCTOBER 31, 2012
--------------------------------------------------------------------------------
NOTE 3 - GOING CONCERN
The Company's 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. Currently, the Company has a
working capital deficit of $5,180 and an accumulated deficit of $30,276. 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. Management's 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 seek 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. 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.
NOTE 4 - LOAN PAYABLE - RELATED PARTY
The Company has received $7,600 as a loan from Anthony Gallo, President of the
Company. The loan is unsecured, payable on demand and non-interest bearing.
NOTE 5 - STOCKHOLDERS' DEFICIT
The Company's capitalization is 75,000,000 common shares with a par value of
$0.001 per share. No preferred shares have been authorized or issued.
On July 28, 2010, 10,500,000 shares were issued at $0.001 in exchange for
$10,500 receivable to the founder of the Company. The net funds were received
August 8, 2010.
In July 2011, 533,000 shares were issued at $0.01 in exchange for $5,330
receivable. The net funds were received in August 2011.
The Company owed $9,266 to the former president, Toshiko Kato. The loan was
forgiven by the former president during the quarter ended October 31, 2012. The
forgiveness of loan of $9,266 is recorded as additional paid in capital.
7
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, 2012 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.
8
We incurred operating expenses of $5,180 and $5,916 for the three months ended
October 31, 2012 and 2011, 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. Our net losses are $5,340 and $5,916 for the three months
then ended October 31, 2012 and 2011, respectively, and our net loss from
inception through October 31, 2012 was $30,276.
Cash provided by proceeds from the sale of common stock financing activities
from inception through October 31, 2012 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.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at October 31, 2012 was $3,100, with $8,280 in outstanding
liabilities, consisting of $7,600 in a loan payable to a related party and $680
in accounts payable and accrued liabilities. 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, 2012.
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.
9
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, 2012 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 Mr. Gallo's
expression is neither a contract nor agreement between her and the company.
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. As reported in our Annual Report on
Form 10-K for the year ended July 31, 2012, the Company's principal executive
and financial officer has 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 utilizes a third party independent contractor for the preparation of
its financial statements. Although the financial statements and footnotes are
reviewed by our management, we do not have a formal policy to review significant
accounting transactions and the accounting treatment of such transactions. The
third party independent contractor is not involved in the day to day operations
of the Company and may not be provided information from management on a timely
basis to allow for adequate reporting/consideration of certain transactions.
10
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, 2012 that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
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
CHANGES IN CONTROL OF REGISTRANT
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. A copy of the share purchase agreement
is attached as Exhibit 10.1 to Form 8-K as filed on October 1, 2012.
On September 21, 2012 Toshiko Iwamoto Kato resigned as our President, Chief
Executive Officer, Treasurer, Chief Financial Officer, Secretary and Director.
As a result, concurrent to Mrs. Kato's resignation Anthony Gallo is appointed as
President and Chief Executive Officer, Treasurer, Chief Financial Officer,
Secretary and Director of our company.
11
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, 2012 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. To be filed by Amendment.
** Included in Exhibit 31.1
*** Included in Exhibit 32.1
SIGNATURES
Pursuant to the requirements of the 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.
Dated: December 26, 2012
By: /s/ Anthony Gallo
---------------------------------
Anthony Gallo
President, Secretary Treasurer,
Principal Executive Officer,
Principal Financial Officer
1
