Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - New York Sub Co | Financial_Report.xls |
| EX-32.01 - EX-32.01 - New York Sub Co | ex32-01.htm |
| EX-31.01 - EX-31.01 - New York Sub Co | ex31-01.htm |
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, 2014
o 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
of incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
580 Cranes Way #256, Altamonte Springs, FL
|
32701
|
| (Address of principal executive offices) | (Zip Code) |
(315) 777-1515
(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 o 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 o
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 o
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. o
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 o | Accelerated filer o |
|
Non-accelerated filer o
(Do not check if a smaller reporting company)
|
Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes x No o
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 January 2, 2014, 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: 11,083,000 as of November 13, 2014.
EASY ORGANIC COOKERY, INC.
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
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Page Number
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PART I
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Item 1
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3
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Item 1A
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3
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Item 1B
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6
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Item 2
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6
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Item 3
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6
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Item 4
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6
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PART II
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Item 5
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7
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Item 6
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7
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Item 7
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7 | ||
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Item 7A
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8
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Item 8
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8
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Item 9
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18
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Item 9A
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18
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Item 9B
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20
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PART III
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Item 10
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21
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Item 11
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21
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Item 12
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22
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Item 13
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22
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Item 14
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22
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PART IV
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Item 15
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23
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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. 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, 2014 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
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, 2014 of $(313,810).
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, 2014, the Company had issued 11,083,000 shares for net funds to the Company of $15,830 and for services of $50,000.
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 11,083,000 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
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.
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.
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. Patterson, 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.
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, 2014 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, 2014 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 have generated no revenues to date.
We incurred operating expenses of $260,554 and $28,160 for the years ended July 31, 2014 and 2013, respectively, with no revenues for either period. These expenses consisted of general operating expenses incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports. The increase in operating expenses for the current period were primarily an accrual for salaries and stock based compensation of $242,500 compared to $-0- for the same period last year. Our net losses are $260,554 and $28,320 for the year ended July 31, 2014 and 2013, respectively.
Cash provided by loans by related party and donated capital of $13,871 and $1,550 for the year ended July 31, 2014, respectively.
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, 2014 was $-0-, with $3,213 in outstanding liabilities, consisting of in accounts payable and accrued liabilities. We have generated no revenue since inception to July 31, 2013.
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, 2014 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.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
8
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. (the “Company”) as of July 31, 2014 and 2013 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. 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 audits 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, 2014 and 2013 and the results of their operations and their cash flows for the years then ended, 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 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 12, 2014
Corporate Headquarters:
De Joya Griffith, LLC
2580 Anthem Village Drive, Henderson, NV 89052 Phone: (702) 563-1600 Fax: (702) 920-8049
EASY ORGANIC COOKERY, INC.
BALANCE SHEETS
JULY 31, 2014 AND 2013
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2014
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2013
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|||||||
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ASSETS
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||||||||
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Current assets
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||||||||
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Cash
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$ | - | $ | 215 | ||||
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Total current assets:
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- | 215 | ||||||
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Total assets
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$ | - | $ | 215 | ||||
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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||||||||
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Current liabilities
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||||||||
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Accounts payable and accrued liabilities
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$ |
3,213
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$ | 795 | ||||
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Loans from related party
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- | 27,580 | ||||||
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Total current liabilities
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3,213
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28,375 | ||||||
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Total liabilities
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3,213
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28,375 | ||||||
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Stockholders' deficit
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||||||||
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Common stock, $0.001 par value, 75,000,000 shares authorized, 11,083,000 and 11,033,000 shares issued and outstanding as of July 31, 2014 and 2013, respectively
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11,083 | 11,033 | ||||||
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Additional paid in capital
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264,514
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14,063 | ||||||
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Common stock subscription
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35,000 | - | ||||||
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Accumulated deficit
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(313,810 | ) | (53,256 | ) | ||||
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Total stockholders' deficit
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(3,213 | ) | (28,160 | ) | ||||
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Total liabilities and stockholders' deficit
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$ | - | $ | 215 | ||||
The accompanying notes are an integral part of these financial statements
EASY ORGANIC COOKERY, INC.
STATEMENTS OF OPERATIONS
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Year ended July 31,
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2014
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2013
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Revenues
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$ | - | $ | - | ||||
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Operating expenses:
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General and administrative
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7,222 | 12,970 | ||||||
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Professional fees
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10,832
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15,190 | ||||||
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Management fees, related party
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165,000 | - | ||||||
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Stock based compensation, related party
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77,500
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- | ||||||
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Total operating expenses
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260,554
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28,160 | ||||||
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Net operating loss
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(260,554 | ) | (28,160 | ) | ||||
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Other income (expense)
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||||||||
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Other expense
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- | (160 | ) | |||||
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NET LOSS
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$ | (260,554 | ) | $ | (28,320 | ) | ||
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Net loss per common share, basic
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$ | (0.02 | ) | $ | (0.00 | ) | ||
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Weighted average number of common shares outstanding-basic
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11,035,329
|
11,033,000 | ||||||
The accompanying notes are an integral part of these financial statements
EASY ORGANIC COOKERY, INC.
STATEMENTS OF STOCKHOLDERS' DEFICIT
TWO YEARS ENDED JULY 31, 2014 AND 2013
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Deficit
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Accumulated
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||||||||||||||||||||||||||||
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Additional
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Share
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During the
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Common stock
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Paid In
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Stock
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Subscription
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Development
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||||||||||||||||||||||||
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Shares
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Amount
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Capital
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Payable
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Receivable
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Stage
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Total
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||||||||||||||||||||||
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Balance, July 31, 2012
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11,033,000 | $ | 11,033 | $ | 4,797 | $ | - | $ | - | $ | (24,936 | ) | $ | (9,106 | ) | |||||||||||||
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Donated capital
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- | - | 9,266 | - | - | - | 9,266 | |||||||||||||||||||||
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Net loss
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- | - | - | - | - | (28,320 | ) | (28,320 | ) | |||||||||||||||||||
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Balance, July 31, 2013
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11,033,000 | 11,033 | 14,063 | - | - | (53,256 | ) | (28,160 | ) | |||||||||||||||||||
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Common stock issued for services
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50,000
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50
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49,950
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- | - | - |
50,000
|
|||||||||||||||||||||
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Stock based compensation
|
- | - | - | 27,500 | - | - | 27,500 | |||||||||||||||||||||
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Subscription proceeds received in April 2014
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- | - | - | - | 35,000 | - | 35,000 | |||||||||||||||||||||
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Donated capital
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- | - | 200,501 | (27,500 | ) | - | - | 173,001 | ||||||||||||||||||||
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Net loss
|
- | - | - | - | - | (260,554 | ) | (260,554 | ) | |||||||||||||||||||
|
Balance, July 31, 2014
|
11,083,000 | $ | 11,083 | $ | 264,514 | $ | - | $ | 35,000 | $ | (313,810 | ) | $ | (3,213 | ) | |||||||||||||
The accompanying notes are an integral part of these financial statements
EASY ORGANIC COOKERY, INC.
STATEMENTS OF CASH FLOWS
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Year ended July 31,
|
||||||||
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2014
|
2013
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net loss
|
$ | (260,554 | ) | $ | (28,320 | ) | ||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
|
Stock based compensation
|
77,500
|
- | ||||||
|
Increase (decrease) in accounts payable and accrued expenses
|
2,418
|
495 | ||||||
|
Increase in accounts payable, related party
|
165,000 | - | ||||||
|
Net cash used in operating activities
|
(15,636 | ) | (27,825 | ) | ||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
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Donated capital
|
1,550 | 9,266 | ||||||
|
Proceeds from loans from related party
|
13,871 | 18,614 | ||||||
|
Net cash provided by financing activities
|
15,421 | 27,880 | ||||||
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Net increase in cash
|
(215 | ) | 55 | |||||
|
Cash, beginning of the period
|
215 | 160 | ||||||
|
Cash, end of period
|
$ | - | $ | 215 | ||||
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
|
Interest paid
|
$ | - | $ | - | ||||
|
Income taxes paid
|
$ | - | $ | - | ||||
|
NON CASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||
|
Forgiveness of related party liabilities in exchange for proceeds from stock subscription
|
$ | 198,951 | $ | - | ||||
The accompanying notes are an integral part of these financial statements
EASY ORGANIC COOKERY, INC.
( a development stage company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2014 AND 2013
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. 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, 2014 or July 31, 2013.
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, 2014 and July 31, 2013, the balance did not exceed the federally insured limit.
ADVERTISING
Advertising costs are expensed as incurred. As of July 31, 2014 and 2013, 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.
EASY ORGANIC COOKERY, INC.
( a development stage company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2014 AND 2013
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, 2014 and 2013. 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 has adopted Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this ASU remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, including the removal of Topic 915, Development Stage Entities, from the FASB Accounting Standards Codification™.
A development stage entity is one that devotes substantially all of its efforts to establishing a new business and for which: (a) planned principal operations have not commenced; or (b) planned principal operations have commenced, but have produced no significant revenue. For example, many start-ups or even long-lived organizations that have not yet begun their principal operations or do not have significant revenue would be identified as development stage entities.
For public business entities, the presentation and disclosure requirements in Topic 915 will no longer be required for the first annual period beginning after December 15, 2014. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted.
The FASB has issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered.. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company has not yet determined the effect of the adoption of this standard and it is expected to have a material impact on the Company’s condensed consolidated financial position and results of operations.
EASY ORGANIC COOKERY, INC.
( a development stage company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2014 AND 2013
The FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company has not yet determined the effect of the adoption of this standard and it is expected to have a material impact on the Company’s condensed consolidated financial position and results of operations.
There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows.
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 ($3,213), an accumulated deficit of ($313,810) and net loss from operations for the year ended July 31, 2014 of ($260,554). 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.
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, 2014 and 2013, the Company has 11,083,000 shares of common stock issued and outstanding.
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.
In April 2014, the Company received proceeds of $35,000 for the sale of 35,000 shares of its common stock (See below). The common shares have not been issued as of July 31, 2014.
In April 2014, the Company’s former President, Anthony Gallo, in exchange for $35,000 proceeds received in common stock subscription (see above), forgave and cancelled outstanding loans of $41,451, accrued salaries and stock based payable under an employment agreement of $165,000 and $27,500, respectively. The gain of $198,951 credited to additional paid in capital as donated capital.
In connection with an employment agreement entered into on August 1, 2013 (see Note 5 below), the Company was obligated to issue 2,000,000 of its common stock for compensation. In addition, the Company was accruing an obligation to issue an additional 1,000,000 at the end of each service year. The aggregate accrual as of April 30, 2014 was $27,500 based on the estimated fair value of the Company's common stock and was settled as described above.
EASY ORGANIC COOKERY, INC.
( a development stage company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2014 AND 2013
On July 15, 2014, the Company issued 50,000 shares of its common stock to Anthony Gallo, former President for services rendered of $50,000.
As of July 31, 2014, the Company has not granted any stock options and has not recorded any stock-based compensation.
As of July 31, 2014, the Company has not issued stock warrants.
NOTE 5 - LOAN PAYABLE - RELATED PARTY LOANS
Effective August 1, 2013, the Company entered into an employment agreement with Anthony Gallo, the Company's former Chief Executive Officer expiring on the third anniversary of the effective date and subject to an automatic renewal for additional two year periods, unless terminated at least 90 days prior the expiration of the one year period. The agreement provides for a signing bonus of $75,000, $10,000 per month base salary and 2,000,000 shares of the Company common stock issuable upon the effective date of the agreement and 1,000,000 shares of the Company's common stock yearly after the first year of employment.
During the year ended July 31, 2014, the Company had accrued an aggregate of $165,000 salary payable and $27,500 as stock based compensation, however, as described above in Note 4, the obligations were settled in exchange for common stock subscription proceeds including cancellation of the employment contract.
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, 2014 and 2013 are as follows:
|
July 31, 2014
|
July 31, 2013
|
|||||||
|
Net operating loss carry forward
|
$
|
71,310
|
$
|
53,256
|
||||
|
Effective Tax rate
|
35
|
%
|
35
|
%
|
||||
|
Deferred Tax Assets
|
24,959
|
18,640
|
||||||
|
Less: Valuation Allowance
|
(24,959
|
)
|
(18,640
|
)
|
||||
|
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.
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.
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, 2014, 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, 2014. 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, 2014, 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, 2014 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.
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, 2014 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
None
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Effective July 15, 2014, Anthony Gallo resigned as president, chief executive officer, chief financial officer, treasurer, secretary and director of our company. Mr. Gallo's resignation was not the result of any disagreement with our company regarding our operations, policies, practices or otherwise.
Effective July 15, 2014, Daniel R. Patterson was appointed as president, chief executive officer, chief financial officer, treasurer, secretary and director of our company.
Our Board of Directors is now comprised Daniel R. Patterson.
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) | ||
| Daniel R. Patterson | 69 |
President, Secretary/ Treasurer, Chief Financial
Officer and Chairman of the Board of Directors
|
Daniel R. Patterson has held his offices/positions since July 15, 2014.
BACKGROUND OF OFFICERS AND DIRECTORS
DANIEL R. PATTERSON - PRESIDENT, CHIEF EXECUTIVE OFFICER, TREASURER, CHIEF FINANCIAL OFFICER, SECRETARY AND SOLE DIRECTOR
Daniel (Dan) R. Patterson, age 69, has been involved in the restaurant and franchise business for over 20 years. He was the chief operating officer of Ultimate Franchise Systems, Inc., a franchise management and venture company that had investments in over 600 franchised locations. Mr. Patterson has run that company's bakery division as well as its store locations. He helps facilitate upgrades in information and operational systems at the franchise locations.
Mr. Patterson 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.
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
Class
|
Name of
Beneficial Owner[1]
|
Amount and Nature of
Beneficial Owner
|
Percentage of
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.
In April 2014, the Company’s former President, Anthony Gallo, in exchange for $35,000 proceeds received in common stock subscription, forgive and cancelled outstanding loans of $41,451, accrued salaries and stock based payable under an employment agreement of $165,000 and $27,500, respectively. The gain of $198,951 credited to additional paid in capital as donated capital.
In connection with an employment agreement entered into on August 1, 2013, the Company was obligated to issue 2,000,000 of its common stock for compensation. In addition, the Company was accruing an obligation to issue an additional 1,000,000 at the end of each service year. The aggregate accrual as of April 30, 2014 was $27,500 based on the estimated fair value of the Company's common stock and was settled as described above.
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. Patterson 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, 2014 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 $12,500 in fees for fiscal year ended July 31, 2013.
During the fiscal years ended July 31, 2014 and 2013, 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.
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)
31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial 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
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/ Daniel R. Patterson
Daniel R. Patterson
President, Secretary Treasurer, Principal
Executive Officer, Principal Financial
Officer and Director
Dated: November 13, 2014
24