Attached files

file filename
EX-32.1 - Easy Organic Cookery, Inc.ex32-1.txt
EX-31.1 - Easy Organic Cookery, Inc.ex31-1.txt

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                    For the fiscal year ended: July 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 if the  registrant is a well-known  seasoned  issuer,  as
defined by Rule 405 of the Securities Act. Yes [ ] No [X]

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 [ ]

Check  whether the  registrant  has submitted  electronically  and posted on its
corporate Website,  if any, every Interactive Data File required to be submitted
and posted  pursuant to Rule 405 of Regulation S-T  (ss.229.405 of this chapter)
during the preceding 12 months ( or for such shorter  period that the registrant
was required to submit and post such files. Yes [X] No [ ]

Indicate by check mark if disclosure  of  delinquent  filers in response to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

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 [ ]

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was last sold,  or the average bid and ask price of such  common  equity:  As of
November 13, 2013, the aggregate  value of voting and  non-voting  common equity
held by non-affiliates was $11,033

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 November 13,
2013.


EASY ORGANIC COOKERY, INC. ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS PART I Page Number ------ Item 1 Business 3 Item 1A Risk Factors 3 Item 1B Unresolved Staff Comments 6 Item 2 Properties 6 Item 3 Legal Proceedings 6 Item 4 Mine Safety Disclosures 6 PART II Item 5 Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 6 Item 6 Selected Financial Data 7 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 7A Quantitative and Qualitative Disclosure about Market Risk 8 Item 8 Financial Statements and Supplementary Data 9 Item 9 Changes and Disagreements With Accountants on Accounting and Financial Disclosure 18 Item 9A Controls and Procedures 18 Item 9B Other Information 20 PART III Item 10 Directors, Executive Officers and Corporate Governance 21 Item 11 Executive Compensation 22 Item 12 Security Ownership of Certain Beneficial Owners and Management 22 Item 13 Certain Relationships and Related Transactions and Director Independence 22 Item 14 Principal Accounting Fees and Services 23 PART IV Item 15 Exhibits and Financial Statement Schedules 23 2
PART I ITEM 1. BUSINESS 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 July 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. ITEM 1A. RISK FACTORS Please consider the following risk factors and other information in this annual report relating to our business and prospects before deciding to invest in our common stock. This and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. The Company considers the following to be the most significant material risks to an investor. EOC should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount. Please consider the following risk factors before deciding to invest in our common stock. INVESTING IN THE COMPANY IS A HIGHLY SPECULATIVE INVESTMENT AND COULD RESULT IN THE ENTIRE LOSS OF YOUR INVESTMENT 3
A purchase of our shares is highly speculative and involves significant risks. The shares should not be purchased by any person who cannot afford the loss of their entire investment. The business objectives of the company are speculative, and it is possible that we could be unable to satisfy them. The company's shareholders may be unable to realize a substantial return on their purchase of the offered shares, or any return whatsoever, and may lose their entire investment. For this reason, each prospective purchaser of the offered shares should read this annual report and all of its exhibits carefully and consult with their attorney, business and/or investment advisor. IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES An active trading market for our common stock may never develop. Our shares are currently quoted on the OTC Bulletin Board. However, no active trading market has been established. If our common stock is not actively traded on the bulletin board, investors may not be able to re-sell the shares of our common stock that they have purchased and may lose all of their investment. BECAUSE OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION REGARDING OUR COMPANY, THERE IS A RISK ASSOCIATED WITH INVESTING IN OUR BUSINESS Our auditors have issued a going concern opinion regarding our Company, as we do not have material assets, nor do we have operations or a source of revenue sufficient to cover our operation costs. The Company has a deficit accumulated since inception (July 6, 2010) through July 31, 2013 of $(53,256). The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business operations, or merge with an operating company. There is no assurance that the Company will be successful in either situation in order to continue as a going concern. The sole officer and director has committed to advancing certain operating costs of the Company. As of July 31, 2013, the Company had issued 11,033,000 shares for net funds to the Company of $15,830. We reserve the right to seek additional funds through private placements of our common stock and/or through debt financing. Our ability to raise additional financing is unknown. We do not have any formal commitments or arrangements for the advancement or loan of funds. For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern. As a result, there is an increased risk that you could lose the entire amount of your investment in our company. THE COMPANY'S MANAGEMENT COULD ISSUE ADDITIONAL SHARES, SINCE THE COMPANY HAS 75,000,000 AUTHORIZED SHARES, DILUTING THE CURRENT SHARE HOLDERS' EQUITY The company has 75,000,000 authorized shares, of which only 11,033,000 are currently issued and outstanding. The company's management could, without the consent of the existing shareholders, issue substantially more shares, causing a large dilution in the equity position of the company's current shareholders. Additionally, large share issuances would generally have a negative impact on the company's share price. It is possible that, due to additional share issuance, you could lose a substantial amount, or all, of your investment. OUR SHARES ARE CONSIDERED A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY RESTRICTIONS AND THESE RESTRICTIONS COULD SEVERELY AFFECT THE PRICE AND LIQUIDITY OF THE COMPANY'S SHARES 4
Our stock trades below $5.00 per share, and is therefore known as a "penny stock", which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and Exchange Commission (the "SEC") has adopted regulations which generally define a "penny stock" to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock could be considered to be a "penny stock". A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established customers and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, he must receive the purchaser's written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the "penny stock" rules may restrict the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our common stock to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to. SINCE ONE INVESTOR CURRENTLY OWNS 95% OF THE OUTSTANDING COMMON STOCK, OTHER INVESTORS MAY FIND THAT HIS DECISIONS ARE CONTRARY TO THEIR INTERESTS One investor owns 95% of the outstanding shares of the Company. Accordingly, he may have control in determining the outcome of some corporate transactions or other matters, including mergers, consolidations and also the power to prevent or cause a change in control. The interests of this shareholder may still differ from the interests of the other stockholders. SINCE WE ARE A DEVELOPMENT STAGE COMPANY, WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE AND AS SUCH OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR INVESTMENT UNLESS THEY SELL THEIR SHARES OF COMMON STOCK We do not anticipate paying dividends on our common stock in the near future, but plan rather to retain earnings, if any, for growth and expansion of our business. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired. IF WE DO NOT OBTAIN ADEQUATE FINANCING, OUR BUSINESS WILL FAIL, RESULTING IN THE COMPLETE LOSS OF YOUR INVESTMENT Because our sole officer and director may be unwilling or unable to loan or advance any capital to EASY ORGANIC COOKERY, we believe that if we do not raise additional capital within 12 months, we may be required to suspend or cease operations. Currently, we do not have any arrangements for financing and can provide no assurance to investors that we will be able to obtain financing when and if required. Obtaining financing would be subject to a number of factors. These factors may have an effect on the timing, amount, terms or conditions of additional financing and make such additional financing unavailable to us. No assurance can be given that the Company will obtain access to capital markets in the future or that financing, adequate to satisfy the cash requirements of implementing our business strategies, will be available on acceptable terms. The inability of the Company to gain access to capital markets or obtain acceptable financing could have a material adverse effect upon the results of its operations and upon its financial conditions. 5
AS THE COMPANY'S SOLE OFFICER AND DIRECTOR HAS OTHER OUTSIDE BUSINESS ACTIVITIES, HE MAY NOT BE IN A POSITION TO DEVOTE A MAJORITY OF HIS TIME TO THE COMPANY, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS OR BUSINESS FAILURE Mr. Gallo, our sole officer and director, has other business interests and currently devotes approximately 10-15 hours of his available time to our operations. If the demands of the Company's business require the full business time of our sole officer and director, he may not be able to devote sufficient time to the management of the Company's business. This could have a significant negative effect on the success of the Company. KEY MANAGEMENT PERSONNEL MAY LEAVE THE COMPANY WHICH COULD ADVERSELY AFFECT THE ABILITY OF THE COMPANY TO CONTINUE OPERATIONS The Company is entirely dependent on the efforts of its sole officer and director. His departure or the loss of any other key personnel in the future could have a material adverse effect on the business. There is no guarantee that replacement personnel, if any, will help the Company to operate profitably. The Company does not maintain key person life insurance on its sole officer and director. ITEM 1B. UNRESOLVED STAFF COMMENTS We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. ITEM 2. PROPERTIES We do not own any real estate or other properties. Our president provides office space without charge. ITEM 3. 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 4. MINE SAFETY DISCLOSURES None. PART II ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our shares have been quoted on the OTC Electronic Bulletin Board (OTCBB) under the symbol "ECOO" since December 23, 2011. The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. 6
As of the date of this filing, there has been no public trading of our securities, and, therefore, no high and low bid pricing. As of July 31, 2013 the Company has thirty-three (33) active shareholders of record. The company has not paid cash dividends and has no outstanding options. ITEM 6. SELECTED FINANCIAL DATA We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report. This report contains forward looking statements relating to our Company's future economic performance, plans and objectives of management for future operations, other financial items that are based on the beliefs of, as well as assumptions made by and information currently known to, our management. The words "expects", "intends", "believes", "anticipates", "may", "could", "should" and similar expressions and variations thereof are intended to identify forward-looking statements. The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement. Our auditor's report on our July 31, 2013 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Since our officer and director may be unwilling or unable to loan or advance us additional capital, we believe that if we do not raise additional capital over the next 12 months, we may be required to suspend or cease the implementation of our business plans. See "July 31, 2013 Audited Financial Statements - Auditors Report." RESULTS OF OPERATIONS We are still in our development stage and have generated no revenues to date. We incurred operating expenses of $28,160 and $17,819 for the years ended July 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. Our net losses are $28,320 and $10,319 for the years then ended July 31, 2013 and 2012 respectively and our net loss from inception through July 31, 2013 was $53,256. Cash provided by proceeds from the sale of common stock financing activities from inception through the year ended July 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. Our auditors have expressed their doubt about our ability to continue as a going concern unless we are able to generate profitable operations. LIQUIDITY AND CAPITAL RESOURCES Our cash balance at July 31, 2013 was $215, with $28,375 in outstanding liabilities, consisting of $27,580 in a loan payable to a related party and $795 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 July 31, 2013. 7
OFF-BALANCE SHEET ARRANGEMENTS We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. 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 July 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. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. 8
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA [LETTERHEAD OF DE JOYA GRIFFITH LLC] REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders, Easy Organic Cookery, Inc. We have audited the accompanying balance sheets of Easy Organic Cookery, Inc. as of July 31, 2013 and 2012, and the related statements of operations, stockholders' deficit, and cash flows for the years then ended and from inception (July 6, 2010) to July 31, 2013. Easy Organic Cookery, Inc.'s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Easy Organic Cookery, Inc. as of July 31, 2013 and 2012, and the results of its operations and its cash flows for the years then ended and from inception (July 6, 2010) to July 31, 2013, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty /s/ De Joya Griffith LLC ----------------------------------- Henderson, Nevada November 07, 2013 9
EASY ORGANIC COOKERY, INC. (a development stage company) BALANCE SHEETS July 31, 2013 July 31, 2012 ------------- ------------- ASSETS Current assets Cash $ 215 $ 160 -------- -------- Total current assets: 215 160 -------- -------- Total assets $ 215 $ 160 ======== ======== LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable and accrued liabilities $ 795 $ 300 Loans from related party 27,580 8,966 -------- -------- Total current liabilities 28,375 9,266 -------- -------- Total liabilities 28,375 9,266 Stockholders' deficit Common stock, $0.001 par value, 75,000,000 shares authorized, 11,033,000 shares issued and outstanding as of July 31, 2013 and 2012 11,033 11,033 Additional paid in capital 14,063 4,797 Deficit accumulated during development stage (53,256) (24,936) -------- -------- Total stockholders' deficit (28,160) (9,106) -------- -------- Total liabilities and stockholders' deficit $ 215 $ 160 ======== ======== The accompanying notes are an integral part of these financial statements. 10
EASY ORGANIC COOKERY, INC. (a development stage company) STATEMENTS OF OPERATIONS From July 6, 2010 (date of inception) Year ended July 31, Through 2013 2012 July 31, 2013 ------------ ------------ ------------- Revenues $ -- $ -- $ -- Operating expenses: Office and general 12,970 2,069 17,906 Professional fees 15,190 15,750 42,690 Forgiveness of payables -- (7,500) (7,500) ------------ ------------ ------------ Total operating expenses 28,160 10,319 53,096 ------------ ------------ ------------ Net operating loss (28,160) (10,319) (53,096) Other income (expense) Other expense (160) -- (160) ------------ ------------ ------------ NET LOSS $ (28,320) $ (10,319) $ (53,256) ============ ============ ============ Net loss per common share, basic $ (0.00) $ (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. 11
EASY ORGANIC COOKERY, INC. (a development stage company) STATEMENTS OF STOCKHOLDERS' DEFICIT FROM INCEPTION (JULY 6, 2010) TO JULY 31, 2013 Deficit Accumulated Additional Share During the Common stock Paid In Subscription Development Shares Amount Capital Receivable Stage Total ------ ------ ------- ---------- ----- ----- At inception (July 6, 2010) -- $ -- $ -- $ -- $ -- $ -- Common stock issued for cash at $0.001 per share on July 28, 2010 10,500,000 10,500 -- (10,500) -- -- Net loss -- -- -- -- (6,024) (6,024) ---------- -------- -------- --------- --------- --------- Balance, July 31, 2010 10,500,000 10,500 -- (10,500) (6,024) (6,024) Subscription proceeds received on August 8, 2010 -- -- -- 10,500 -- 10,500 Common stock issued for cash at $0.01 per share in July 2011 533,000 533 4,797 (5,330) -- -- Net loss -- -- -- -- (8,593) (8,593) ---------- -------- -------- --------- --------- --------- Balance, July 31, 2011 11,033,000 11,033 4,797 (5,330) (14,617) (4,117) Subscription proceeds received on August 12, 2011 -- -- -- 5,330 -- 5,330 Net loss -- -- -- -- (10,319) (10,319) ---------- -------- -------- --------- --------- --------- Balance, July 31, 2012 11,033,000 11,033 4,797 -- (24,936) (9,106) Donated capital -- -- 9,266 -- -- 9,266 Net loss -- -- -- -- (28,320) (28,320) ---------- -------- -------- --------- --------- --------- Balance, July 31, 2013 11,033,000 $ 11,033 $ 14,063 $ -- $ (53,256) $ (28,160) ========== ======== ======== ========= ========= ========= The accompanying notes are an integral part of these financial statements. 12
EASY ORGANIC COOKERY, INC. (a development stage company) STATEMENTS OF CASH FLOWS From July 6 ,2010 (date of inception) Year ended July 31, Through 2013 2012 July 31, 2013 -------- -------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(28,320) $(10,319) $(53,256) Adjustments to reconcile net loss to net cash used in operating activities: Forgiveness of payable -- (7,500) (7,500) Changes in operating assets and liabilities Increase in accounts payable and accrued liabilities 495 1,800 8,295 -------- -------- -------- Net cash used in operating activities (27,825) (16,019) (52,461) -------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from the sale of common stock -- 5,330 15,830 Donated capital 9,266 -- 9,266 Proceeds from loans from related party 18,614 6,993 27,580 -------- -------- -------- Net cash provided by financing activities 27,880 12,323 52,676 -------- -------- -------- Net increase (decrease) in cash 55 (3,696) 215 Cash, beginning of the period 160 3,856 -- -------- -------- -------- Cash, end of period $ 215 $ 160 $ 215 ======== ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Interest paid $ -- $ -- $ -- ======== ======== ======== Income taxes paid $ -- $ -- $ -- ======== ======== ======== The accompanying notes are an integral part of these financial statements. 13
EASY ORGANIC COOKERY, INC. (a development stage company) NOTES TO FINANCIAL STATEMENTS JULY 31, 2013 AND 2012 NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION 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. It is a development-stage Company in accordance with FASB ASC 915. Our website is going to offer free organic recipes, easy and fast to prepare and also provide services to deliver the right ingredients, appliances and a complete organic food program for those who want to be healthier and have an eco-friendly lifestyle every day. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The financial statements present the balance sheets and statements of operations, stockholders' deficit and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States. CASH AND CASH EQUIVALENTS The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. There were no cash equivalents held at July 31, 2013 or July 31, 2012. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At July 31, 2013 and July 31, 2012, the balance did not exceed the federally insured limit. ADVERTISING Advertising costs are expensed as incurred. As of July 31, 2013 and 2012, no advertising costs have been incurred. PROPERTY The Company does not own or rent any property. The office space is provided by the president at no charge. USE OF ESTIMATES AND ASSUMPTIONS Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. INCOME TAXES The Company follows the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. 14
EASY ORGANIC COOKERY, INC. (a development stage company) NOTES TO FINANCIAL STATEMENTS JULY 31, 2013 AND 2012 NET LOSS PER SHARE Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of July 31, 2013 and 2012. 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. Level 1: The preferred inputs to valuation efforts are "quoted prices in active markets for identical assets or liabilities," with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets. Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as "unobservable," and limits their use by saying they "shall be used to measure fair value to the extent that observable inputs are not available." This category allows "for situations in which there is little, if any, market activity for the asset or liability at the measurement date". Earlier in the standard, FASB explains that "observable inputs" are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. NEW ACCOUNTING PRONOUNCEMENTS The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company. NOTE 3 - GOING CONCERN The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of ($28,160), an accumulated deficit of ($53,256) and net loss from operations since inception of ($53,256). The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its initial operations by way of issuing shares. These financial statements 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. The officers and directors have committed to advancing certain operating costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs. 15
EASY ORGANIC COOKERY, INC. (a development stage company) NOTES TO FINANCIAL STATEMENTS JULY 31, 2013 AND 2012 NOTE 4 - CAPITAL STOCK The Company has authorized 75,000,000 shares of common stock, with a par value of $0.001 per share. As of July 31, 2013 and 2012, the Company has 11,033,000 shares of common stock issued and outstanding. 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 on 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 year ended July 31, 2013. The forgiveness of the loan of $9,266 is recorded as additional paid in capital. As of July 31, 2013 the Company has not granted any stock options and has not recorded any stock-based compensation. As of July 31, 2013 the Company has not issued stock warrants. NOTE 5 - LOAN PAYABLE - RELATED PARTY LOANS 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 July 31, 2013 and 2012, there were $27,580 and $8,966 in loans outstanding, respectively. NOTE 6 - INCOME TAXES We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Accounting for Uncertainty in Income Taxes when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period. The components of the Company's deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of July 31, 2013 and 2012 are as follows: July 31, 2012 July 31, 2011 ------------- ------------- Net operating loss carry forward $ 53,256 $ 24,936 Effective Tax rate 35% 35% Deferred Tax Assets 18,640 8,728 -------- -------- Less: Valuation Allowance (18,640) (8,728) -------- -------- Net deferred tax asset $ 0 $ 0 ======== ======== The net federal operating loss carry forward will expire between 2030 and 2033. This carry forward may be limited upon the consummation of a business combination under IRC Section 381. 16
EASY ORGANIC COOKERY, INC. (a development stage company) NOTES TO FINANCIAL STATEMENTS JULY 31, 2013 AND 2012 The net federal operating loss carry forward will expire between 2030 and 2033. This carry forward may be limited upon the consummation of a business combination under IRC Section 381. NOTE - 7 SUBSEQUENT EVENTS On August 1, 2013, The Company entered into an employment agreement with Anthony Gallo, CEO of the Company, As per the terms of the agreements Company shall employ Anthony Gallo as a Chief Executive Officer for three years from the effective date of this agreement. The Company will pay $10,000 per month as a basic salary. In addition to basic salary, upon execution of this agreement, the Company will issue to Anthony Gallo 2,000,000 shares of the Company's common stock and 1,000,000 shares as a compensation yearly after the first year of employment. 17
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Our auditors are De Joya Griffith, LLC, Certified Public Accountants & Consultants, operating from their offices in Henderson, NV. There have not been any changes in or disagreements with our accountants on accounting, financial disclosure or any other matter. ITEM 9A. CONTROLS AND PROCEDURES In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 as amended (the "Exchange Act"), as of the end of the period covered by this Annual Report on Form 10-K, the Company's management evaluated, with the participation of the Company's principal executive and financial officer, the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act). Disclosure controls and procedures are defined as those controls and other procedures of an issuer that are designed to ensure that the information required to be disclosed by the issuer in the reports it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that Evaluation he concluded that the Registrant's disclosure controls and procedures are ineffective in gathering, analyzing and disclosing information needed to satisfy the registrant's disclosure obligations under the Exchange Act. Based upon an evaluation of the effectiveness of disclosure controls and procedures, our Company's principal executive and principal financial officer has concluded that as of the end of the period covered by this Annual Report on Form 10K our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) are not effective because of the material weaknesses in our disclosure controls and procedures which is identified below. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. 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. 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. 18
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisitions, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected. As of July 31, 2013, management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments. Based on this evaluation under the COSO Framework, our management concluded that our internal controls over financial reporting are not effective as of July 31, 2013. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. Based on that evaluation, they concluded that, as of July 31, 2013, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matters involving internal controls and procedures that the Company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the review of our financial statements as of July 31, 2013 and communicated to our management. Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company's determination to its financial statements for the future years. We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements. Management believes that the appointment of more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. 19
Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result in proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future. We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. There have been no changes in our internal controls over financial reporting that occurred during the quarter ended July 31, 2013 that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting. This annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide management's report in the Annual Report. ITEM 9B. 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. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS 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 we appointed Anthony Gallo as President and Chief Executive Officer, Treasurer, Chief Financial Officer, Secretary and Director of our company. Our Board of Directors is now comprised solely of Anthony Gallo. 20
PART III ITEM 10. DIRECTOR, EXECUTIVE OFFICER AND CORPORATE GOVERNANCE Our directors serves until their respective successor(s) are elected and qualified. Anthony Gallo has been elected by the Board of Directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The Company's current Audit Committee consists solely of Anthony Gallo, the Company' sole officer and director. The names, addresses, ages and positions of our present sole officer and our directors are set forth below: Name Age Position(s) ---- --- ----------- Anthony Gallo 48 President, Secretary/ Treasurer, Chief Financial Officer and Chairman of the Board of Directors Anthony Gallo has held his offices/positions since September 21, 2012. BACKGROUND OF OFFICERS AND DIRECTORS ANTHONY GALLO - PRESIDENT, CHIEF EXECUTIVE OFFICER, TREASURER, CHIEF FINANCIAL OFFICER, SECRETARY AND SOLE DIRECTOR Mr. Gallo worked at Cable and Voice Corp, a leading value-added master distributor of advanced broadband products and services to Cable, Telecommunications, Enterprise, and Service Provider customers throughout the world based in Tampa, FL from 2004 through 2012. As President of operations he served as a key visionary member of a Nationwide Cable Communications Industry leadership team with comprehensive knowledge of implementing new interconnected solutions with smart technology, software, hardware and services in multi-national engagements for Telecom, Utilities, Media and other vertical industry clients. Prior to this, Mr. Gallo worked at DtNet Inc., a designer, developer and installer of wireless LANs & WANs in Tampa, FL from 1988 to 2003. First as a district manager and later as a national account manager, he directed national cable and wireless business development and sales / technical engagement teams / customer support resources / project management / contract negotiations for global enterprise and governments. Mr. Gallo obtained his Associates of Arts, Business Administration / Management from Southern Vermont College in Bennington, Vermont. He also has taken a number of professional development courses in business and technology. Mr. Gallo is an IEEE Member with the Institute of Electrical and Electronics Engineers Communications Society and also served as the primary focal point leader representing DtNet's principal membership in the WiMAX Forum (802.16x). Mr. Gallo is not a director of any other reporting company. SIGNIFICANT EMPLOYEES The Company does not, at present, have any employees other than the current officer and director. We have not entered into any employment agreements, as we currently do not have any employees other than the current officer and director. 21
INVOLVEMENT IN LEGAL PROCEEDINGS No executive Officer or Director of the Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending. No executive Officer or Director of the Company is the subject of any pending legal proceedings. No Executive Officer or Director of the Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business. ITEM 11. EXECUTIVE COMPENSATION Our current and former executive officers and directors have not and do not receive any compensation and have not received any restricted share awards, options or any other payouts. As such, we have not included a Summary Compensation Table. There are no current employment agreements between the Company and its executive officer or directors. Our executive officer and director has agreed to work without remuneration until such time as we receive revenues that are sufficiently necessary to provide proper salaries to the officer and compensate the director for participation. Our executive officer and director has the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, share sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and a cash balances. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation. There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by Company. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Title of Name of Amount and Nature of Percentage of Class Beneficial Owner[1] Beneficial Owner Ownership ----- ------------------- ---------------- --------- Common Stock Warren Gilbert 10,500,000 95.0% All Beneficial Owners as a Group (1 person) 10,500,000 95.0% ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The Company owed $9,266 to the former president, Toshiko Kato. The loan was forgiven by the former president during the year ended July 31, 2013. The forgiveness of the loan of $9,266 is recorded as additional paid in capital. 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 July 31, 2013 and 2012, there were $27,580 and $8,966 in loans outstanding, respectively. 22
Currently, there are no contemplated transactions that the Company may enter into with our officers, directors or affiliates. If any such transactions are contemplated we will file such disclosure in a timely manner with the Commission on the proper form making such transaction available for the public to view. The Company has no formal written employment agreement or other contracts with our current officer and director and there is no assurance that the services to be provided by him will be available for any specific length of time in the future. Mr. Gallo anticipates devoting at a minimum of ten to fifteen percent of his available time to the Company's affairs. The amounts of compensation and other terms of any full time employment arrangements would be determined, if and when, such arrangements become necessary. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES For the fiscal year ended July 31, 2013 we expect to incur approximately $12,500 in fees to our principal independent accountants for professional services rendered in connection with the audit and review of financial statements. We incurred $4,000 in fees for fiscal year ended July 31, 2012. During the fiscal years ended July 31, 2013 and 2012, we did not incur any other fees for professional services rendered by our principal independent accountants for all other non-audit services which may include, but not limited to, tax related services, actuarial services or valuation services. PART IV ITEM 15. EXHIBITS 3.1 Articles of Incorporation of Easy Organic Cookery, Inc. (incorporated by reference from our Registration Statement on Form S-1 filed on September 17, 2010) 3.2 Bylaws of Easy Organic Cookery, Inc. (incorporated by reference from our Registration Statement on Form S-1 filed on September 17, 2010) 23.1 Consent of De Joya Griffith, LLC 31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer 31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer** 32.1 Section 1350 Certification of Chief Executive Officer 32.2 Section 1350 Certification of Chief Financial Officer*** 101 Interactive data files pursuant to Rule 405 of Regulation S-T**** ---------- ** Included in Exhibit 31.1 *** Included in Exhibit 32.1 **** To be filed by Amendment 23
SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EASY ORGANIC COOKERY, INC. By: /s/ Anthony Gallo ----------------------------------------- Anthony Gallo President, Secretary Treasurer, Principal Executive Officer, Principal Financial Officer and Director Dated: November 13, 2013 2