Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - New York Sub Co | Financial_Report.xls |
| EX-31.1 - EX-31.1 - New York Sub Co | ex31-1.htm |
| EX-32.1 - EX-32.1 - New York Sub Co | ex32-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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x
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended October 31, 2014
OR
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¨
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
COMMISSION FILE NUMBER 000-54552
NEW YORK SUB COMPANY
(Formerly known as Easy Organic Cookery, Inc.)
(Exact Name of small business issuer as specified in its charter)
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Nevada
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98-0671108
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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6365 NW 6th Way, Suite 160, Ft Lauderdale, FL 33309
(Address of principal executive offices) (Zip Code)
Issuer’s telephone Number: (800) 431-5654
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No 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. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
As of December 22, 2014, the issuer had 221,660,000 outstanding shares of Common Stock.
TABLE OF CONTENTS
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Page
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PART I
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Item 1.
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3
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Item 2.
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9
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Item 3.
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11
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Item 4.
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11
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PART II
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||
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Item 1.
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12
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Item 2.
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12
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Item 3.
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12
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Item 4.
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12
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Item 5.
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12
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Item 6.
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12
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PART I
ITEM 1. FINANCIAL STATEMENTS.
NEW YORK SUB COMPANY
(Formerly known as Easy Organic Cookery, Inc)
BALANCE SHEETS
(unaudited)
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October 31,
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July 31,
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|||||||
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2014
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2014
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|||||||
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ASSETS
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Current assets
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||||||||
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Cash
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$
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-
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$
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-
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||||
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Total current assets:
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-
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-
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||||||
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Total assets
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$
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-
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$
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-
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current liabilities
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Accounts payable and accrued liabilities
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$
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7,868
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$
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3,213
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Loans from related party
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5,000
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-
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||||||
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Total current liabilities
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12,868
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3,213
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Total liabilities
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12,868
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3,213
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Stockholders' deficit
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||||||||
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Common stock, $0.001 par value, 1,500,000,000 shares authorized, 221,660,000 shares issued and outstanding as of October 31, 2014 and July 31, 2014
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221,660
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221,660
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Additional paid- in capital
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249,501
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249,501
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Common stock subscription
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35,000
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35,000
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Accumulated deficit
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(519,029
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)
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(509,374
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)
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Total stockholders' deficit
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(12,868
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)
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(3,213
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)
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Total liabilities and stockholders' deficit
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$
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-
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$
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-
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||||
The accompanying notes are an integral part of these financial statements.
NEW YORK SUB COMPANY
(Formerly known as Easy Organic Cookery, Inc)
STATEMENTS OF OPERATIONS
(unaudited)
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Three months ended October 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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1,655 | 3,175 | ||||||
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Professional fees
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8,000 | 5,000 | ||||||
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Management fees, related party
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- | 105,000 | ||||||
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Stock based compensation, related party
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- | 22,500 | ||||||
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Total operating expenses
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9,655 | 135,675 | ||||||
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Net operating loss
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(9,655 | ) | (135,675 | ) | ||||
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Other income (expense)
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- | - | ||||||
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NET LOSS
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$ | (9,655 | ) | $ | (135,675 | ) | ||
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Net loss per common share, basic and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | ||
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Weighted average number of common shares outstanding-basic and diluted
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221,660,000 | 220,660,000 | ||||||
The accompanying notes are an integral part of these financial statements.
NEW YORK SUB COMPANY
(Formerly known as Easy Organic Cookery, Inc)
STATEMENTS OF CASH FLOWS
(unaudited)
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Three months ended October 31,
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2014
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2013
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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$
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(9,655
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)
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$
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(135,675
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)
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Adjustments to reconcile net loss to net cash used in operating activities:
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Stock based compensation
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-
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22,500
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Increase (decrease) in accounts payable and accrued expenses
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4,655
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(580
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)
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Increase in accounts payable, related party
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5,000
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105,000
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Net cash used in operating activities
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-
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(8,755
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)
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Proceeds from loans from related party
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-
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12,055
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Net cash provided by financing activities
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-
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12,055
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Net increase in cash
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-
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3,300
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Cash, beginning of the period
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-
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215
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Cash, end of period
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$
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-
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$
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3,515
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
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Interest paid
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$
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-
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$
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-
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Income taxes paid
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$
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-
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$
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-
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The accompanying notes are an integral part of these financial statements.
5
NEW YORK SUB COMPANY
(Formerly known as Easy Organic Cookery, Inc.)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2014
(UNAUDITED)
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the presentation of the accompanying unaudited financial statements follows:
GENERAL
The following (a) balance sheets as of October 31, 2014 and July 31, 2014, which have been derived from audited financial statements, and (b) the unaudited interim statements of operations and cash flows of New York Sub Company (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended October 31, 2014 are not necessarily indicative of results that may be expected for the year ending July 31, 2015. These unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended July 31, 2014 included in the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission ("SEC") on November 13, 2014.
BASIS OF PRESENTATION
New York Sub Company (the "Company," "we," "our," "us"), formerly known as Easy Organic Cookery, Inc., was incorporated in the State of Nevada on July 6, 2010 for the purpose of offering free organic recipes, easy and fast to prepare and also to provide services to deliver the right ingredients, appliances and complete organic food programs for those who want a healthier eco-friendly lifestyle every day.
On November 26, 2014, effective December 3, 2014, the Company changed its name from Easy Organic Cookery, Inc. to New York Sub Company. In addition, the Company’s quotation symbol on the Over-the-Counter Bulletin Board was changed from ECOO.OB to NSUB.OB.
GOING CONCERN
The Company's unaudited 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 ($12,868), an accumulated deficit of ($519,029) and net loss from operations for the three months ended October 31, 2014 of ($9,655). 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 unaudited financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
The officers and directors have committed to advancing certain operating costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs.
6
NEW YORK SUB COMPANY
(Formerly known as Easy Organic Cookery, Inc.)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2014
(UNAUDITED)
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 October 31, 2014 or July 31, 2014.
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 October 31, 2014 and July 31, 2014, the balance did not exceed the federally insured limit.
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.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of October 31, 2014 and July 31, 2014. 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.
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.
7
NEW YORK SUB COMPANY
(Formerly known as Easy Organic Cookery, Inc.)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2014
(UNAUDITED)
NOTE 2 - STOCKHOLDERS' DEFICIT
On November 10, 2014, effective December 3, 2014, the Company filed amended and restated Articles of Incorporation increasing the number of authorized shares of common stock, $0.001 par value to 1,500,000,000.
In addition, the Company effected a 1-for-20 forward stock split of its issued and outstanding shares of common stock, $0.001 par value, whereby 11,083,000 outstanding shares of the Company’s common stock were exchanged for 221,660,000 shares of the Company's common stock. All per share amounts and number of shares in the unaudited financial statements and related notes have been retroactively restated to reflect the forward stock split resulting in the transfer of $210,577 to common stock from additional paid in capital ($15,013) and accumulated deficit ($195,564) at July 31, 2013.
NOTE 3 - RELATED PARTY TRANSACTIONS
The Company's officers loaned funds to the Company for working capital purposes. The loans are unsecured, payable on demand and non-interest bearing. As of October 31, 2014 and July 31, 2014, there were $5,000 and $-0- in loans outstanding, respectively.
ITEM 2. MANAGEMENT`S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project, and similar expressions or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
OVERVIEW
New York Sub Company ("we", "the Company"), formerly known as Easy Organic Cookery, Inc. 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 October 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.
RESULTS OF OPERATIONS
We are still in our development stage and have generated no revenues to date.
We incurred operating expenses of $9,655 and $135,675 for the three months ended October 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 decrease in operating expenses for the current period were primarily an accrual for salaries and stock based compensation of $127,500 for the three months ended October 31, 2013 compared to $-0- for the current period. Our net losses are $9,655 and $135,675 for the three months then ended October 31, 2014 and 2013, respectively.
Cash flows provided by investing activities were $-0- for the three months ended October 31, 2014 and 2013.
Cash flows provided by financing activities were $-0- and $12,055 for the three months ended October 31, 2014 and 2013, respectively. For the three months ended October 31, 2013, cash flows were primarily provided by related party loans.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at October 31, 2014 and July 31, 2014 was $-0-. As of October 31, 2014, we had $12,868 in outstanding liabilities, consisting of accounts payable and accrued liabilities of $7,868 and loans from related parties of $5,000. 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 have generated no revenue since inception to October 31, 2014.
Our auditors have expressed their doubt about our ability to continue as a going concern unless we are able to generate profitable operations.
PLAN OF OPERATION
Due to economic conditions and the limited amount of funding raised in our offering of shares, the Company has been unable to attain any level of success. In order to maximize shareholder value there was a change of management and we are now considering available options for future growth.
Our management has been analyzing various alternatives available to our company to ensure our survival and to preserve our shareholder's investment in our common shares. This analysis has included sourcing additional forms of financing and looking for other opportunities including business combinations.
In implementing a structure for a particular business combination or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. At this stage, we can provide no assurance that we will be able to raise funding to continue our business as is or locate compatible business opportunities, what additional financing we will require to complete a combination with another business opportunity or whether the opportunity's operations will be profitable.
Historically, we have been able to raise a limited amount of capital through sales of our equity stock, but we are uncertain about our continued ability to raise funds by sales of our stock. We have not entered into any formal written agreements for a business combination or opportunity. If any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission.
If we are unable to secure adequate capital to continue our business or alternatively, complete a combination or acquisition, our shareholders will lose some or all of their investment and our business will likely fail.
As of October 31, 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.
OFF BALANCE SHEET ARRANGEMENT
The company is dependent upon the sale of its common shares to obtain the funding necessary to carry out its business plan. Our President, Dan Patterson, has undertaken to provide the Company with operating capital to sustain its business over the next twelve month period, as the expenses are incurred, in the form of a non-secured loan. However, there is no contract in place or written agreement securing these agreements. Investors should be aware that Dan Patterson's expression is neither a contract nor agreement between him and the company.
Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Based upon an evaluation of the effectiveness of disclosure controls and procedures, our principal executive and financial officer has concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective. The Company's principal executive and financial officer have determined that there are material weaknesses in our disclosure controls and procedures.
The material weaknesses in our disclosure control procedures are as follows:
1. LACK OF FORMAL POLICIES AND PROCEDURES NECESSARY TO ADEQUATELY REVIEW SIGNIFICANT ACCOUNTING TRANSACTIONS. The Company's sole officer maintains the accounting of the Company. Because we only have the one officer, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. Management may not process the accounting 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.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have not been any changes in the Company's internal control over financial reporting during the quarter ended October 31, 2014 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
3.1 Articles of Incorporation of New York Sub Company (F.K.A Easy Organic Cookery, Inc.) (incorporated by reference from our Registration Statement on Form S-1 filed on September 17, 2010)
3.2 Bylaws of New York Sub Company (F.K.A Easy Organic Cookery, Inc.) (incorporated by reference from our Registration Statement on Form S-1 filed on September 17, 2010)
101 Interactive data files pursuant to Rule 405 of Regulation S-T
*** Included in Exhibit 32.1
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.
NEW YORK SUB COMPANY
(F.K.A Easy Organic Cookery, Inc.)
By: /s/ Daniel R. Patterson
Daniel R. Patterson
President, Secretary Treasurer, Principal
Executive Officer, Principal Financial
Officer and Director
Dated: December 22, 2014
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