Attached files
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
