XOTC:ECOO Easy Organic Cookery Inc Quarterly Report 10-Q Filing - 4/30/2012

Effective Date 4/30/2012

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549







FORM 10-Q


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the quarterly period ended:  

April 30, 2012








[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from

___________

to

____________









Commission file number:

000-54552




Easy Organic Cookery, Inc.



(Exact name of registrant as specified in its charter)









Nevada



98-0671108


(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)








375 N. Stephanie St. Suite 1411, Henderson, Nevada, 89014-8909



(Address of principal executive offices)   (Zip Code)









(702) 478-3388



(Registrants telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes |X| No |_|

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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[  ]  No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer  [  ]

 Accelerated filer [   ]

Non-accelerated filer [   ]  (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 |_|

As of May 25, 2012, the aggregate value of voting and non-voting common equity held by non-affiliates was $15,830.


Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date: 11,033,000 as of May 25, 2012.



1



EASY ORGANIC COOKERY, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS







Page Number


PART I FINANCIAL INFORMATION





Item 1

Financial Statements

3

Item 2

Managements Discussion and Analysis of Financial Condition and Results of Operations

11

Item 3

Quantitative and Qualitative Disclosures About Market Risk

13

Item 4

Controls and Procedures

13








PART II OTHER INFORMATION





Item 1

Legal Proceedings

14

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

14

Item 3

Defaults Upon Senior Securities

14

Item 4

Mine Safety Disclosures

14

Item 5

Other Information

14

Item 6

Exhibits

15







2


EASY ORGANIC COOKERY, INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

April 30, 2012

Unaudited

 BALANCE SHEETS

 STATEMENTS OF OPERATIONS

 STATEMENT OF STOCKHOLDER'S DEFICIT

 STATEMENTS OF CASH FLOW

NOTES TO FINANCIAL STATEMENTS

3


 

EASY ORGANIC COOKERY, INC.

(A Development Stage Company)

 BALANCE SHEETS

Unaudited

 

April 30, 2012

July 31, 2011

ASSETS

CURRENT ASSETS

Cash

$

160

$

3,856

TOTAL CURRENT ASSETS

 

 

 

160

 

3,856

TOTAL ASSETS

 

 

 

$

160

$

3,856

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT  LIABILITIES

Accounts payable and accrued liabilities

$

8,493

$

6,000

Loan from related party

 

 

 

5,723

 

1,973

TOTAL CURRENT LIABILITIES

14,216

7,973

TOTAL LIABILITIES

 

 

 

 

14,216

 

7,973

STOCKHOLDERS’  DEFICIT

Capital stock (Note 5)

Authorized

       75,000,000 shares of common stock, $0.001 par value,

Issued and outstanding

        11,033,000  shares of common stock

11,033

11,033

        Additional paid in capital

4,797

4,797

        Subscription receivable

-   

(5,330)

Deficit accumulated during the development stage

 

(29,886)

 

(14,617)

TOTAL STOCKHOLDERS’ DEFICIT

 

 

 

 

 

(14,056)

 

(4,117)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

$

160

$

3,856

The accompanying notes are an integral part of these financial statements.


4




EASY ORGANIC COOKERY, INC.

(A Development Stage Company)

 STATEMENTS OF OPERATIONS

Unaudited

Cumulative results

Three months

Three months

Nine months

Nine months

from inception

ended

ended

ended

ended

(July 6, 2010) to

 

 

 

 

 

April 30, 2012

April 30, 2011

April 30, 2012

April 30, 2011

April 30, 2012

REVENUE

Revenues

$

-   

$

-   

$

-   

$

-   

$

-   

Total revenues 

-   

-   

-   

-   

-   

EXPENSES

Office and general

243

-   

1,769

1,410

4,636

Professional fees

4,500

1,500

13,500

6,500

25,250

Total expenses 

4,743

1,500

15,269

7,910

29,886

NET LOSS

 

 

$

(4,743)

$

(1,500)

$

(15,269)

$

(7,910)

$

(29,886)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC LOSS PER COMMON SHARE

$

-   

$

-   

$

-   

 

$                   -   

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

11,033,000

10,500,000

 

11,033,000

 

10,500,000

The accompanying notes are an integral part of these financial statements.

5





EASY ORGANIC COOKERY, INC.

(A Development Stage Company)

 STATEMENT OF STOCKHOLDERS’ DEFICIT

From inception (July 6, 2010) to April 30, 2012

Unaudited

Deficit

Common Stock

accumulated

Additional

Share

during the

Number of

Paid-in

Subscription

development

 

shares

Amount

Capital

Receivable

stage

Total

At inception (July 6, 2010)

-   

$

-   

$

-   

$

-   

$

-   

$

-   

Common stock issued for cash at $0.001

per share on July  30, 2010

10,500,000

10,500

-   

(10,500)

-   

-   

Net loss

 

 

 

 

 

 

 

 

(6,024)

 

(6,024)

Balance, July 31, 2010

10,500,000

 

10,500

 

-   

 

(10,500)

 

(6,024)

 

(6,024)

Subscriptions proceeds August 9, 2010

10,500

10,500

Common stock issued for cash at $0.001

per share in July 2011

533,000

533

4,797

(5,330)

-   

Net loss

 

 

 

 

 

 

 

 

(8,593)

 

(8,593)

Balance, July 31, 2011

11,033,000

 

11,033

 

4,797

 

(5,330)

 

(14,617)

 

(4,117)

Subscriptions proceeds August 12, 2011

5,330

5,330

Net loss

 

 

 

 

 

 

 

 

(15,269)

 

(15,269)

Balance, April 30, 2012

11,033,000

$

11,033

$

4,797

$

-   

$

(29,886)

$

(14,056)

The accompanying notes are an integral part of these financial statements.


6

 


 

EASY ORGANIC COOKERY, INC.

(A Development Stage Company)

 STATEMENTS OF CASH FLOW

Unaudited

Nine months

Nine months

Cumulative results from inception

ended

ended

July 6, 2010 to

 

 

 

 

 

 

April 30, 2012

April 30, 2011

April 30, 2012

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$

(15,269)

$

(7,910)

$

(29,886)

Changes in operating assets and liabilities

used in operating activities

 

Increase in accrued expenses

 

2,493

 

750

 

8,493

NET CASH USED IN OPERATING ACTIVITIES

 

(12,776)

$

(7,160)

 

(21,393)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from sale of common stock

5,330

10,500

15,830

 

Loan from related party

 

 

3,750

 

650

 

5,723

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

 

 

 

 

 

9,080

 

11,150

 

21,553

NET INCREASE (DECREASE) IN CASH

(3,696)

3,990

160

CASH, BEGINNING OF PERIOD

 

 

3,856

 

-   

 

-   

CASH, END OF PERIOD

 

 

$

160

$

3,990

$

160

 

Supplemental cash flow information and noncash financing activities:

Cash paid for:

Interest

 

 

 

$

-   

$

-   

$

-   

Income taxes

 

 

$

-   

$

-   

$

-   

The accompanying notes are an integral part of these financial statements.

 

7


EASY ORGANIC COOKERY, INC.

(A Development Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS

 Unaudited



NOTE 1 FINANCIAL STATEMENTS


The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at April 30, 2012, and for all periods presented herein, have been made.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Companys July 31, 2011 audited financial statements. The results of operations for the period ended April 30, 2012 are not necessarily indicative of the operating results for the full year.


NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company is subject to uncertainty of future events, economic, environmental and political factors and changes in the Company's business environment; therefore, actual results could differ from these estimates. Accordingly, accounting estimates used in the preparation of the Company's financial statements will change as new events occur, more experience is acquired, as additional information is obtained and as the Company's operating environment changes. Changes are made in estimates as circumstances warrant. Such changes in estimates and refinement of estimation methodologies are reflected in the statements.


Cash and cash equivalents

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.


Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of April 30, 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts payable and loans from related party. Fair values were assumed to approximate carrying values for cash, accounts payable and loans from related party because they are short term in nature or they are payable on demand.

8


EASY ORGANIC COOKERY, INC.

(A Development Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS

 Unaudited

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 


Earnings per share

The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (EPS) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.


NOTE 3 GOING CONCERN


The Companys financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $14,056 and an accumulated deficit of $29,886.  The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.


In order to continue as a going concern, the Company will need, among other things, additional capital resources. Managements plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seek equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.


The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These financials do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.


NOTE 4 LOAN PAYABLE RELATED PARTY


The Company has received $5,723 as a loan from Toshiko Kato, President of the Company. The loan is unsecured, payable on demand and non-interest bearing.


 

9


EASY ORGANIC COOKERY, INC.

(A Development Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS

 Unaudited

 

April 30, 2012


NOTE 5 STOCKHOLDERS DEFICIT


 The Companys capitalization is 75,000,000 common shares with a par value of $0.001 per share.  No preferred shares have been authorized or issued.


On July 28, 2010, 10,500,000 shares were issued at $0.001 in exchange for $10,500 receivable to the founder of the Company. The net funds were received August 8, 2010.


In July 2011, 533,000 shares were issued at $0.01 in exchange for $5,330 receivable.  The net funds were received in August, 2011.








 


10



 



Item 2. Management`s Discussion and Analysis of Financial Condition and Results of Operations


This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance.  Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project, and similar expressions or words which, by their nature, refer to future events.  You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report.  These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.


Overview


Easy Organic Cookery, Inc. (EOC, we, the Company) was incorporated in the State of Nevada as a for-profit Company on July 6, 2010 and established a fiscal year end of July 31. We are a development-stage Company that is committed to providing in our website free organic recipes, easy and fast to prepare, by developing services to deliver the right ingredients, appliances and also a complete organic food program for those who want to be healthier and have an eco friendly life style every day.


We have no arrangements in place with any company identified as organic food suppliers, appliance suppliers, delivery companies or nutritionists.

The Company has not been involved in any bankruptcy, receivership, or similar proceedings since its incorporation nor has it been involved in any reclassification, merger, or consolidation.  We have no plans to change our business activities.  


Plan of Operation


The Company has not yet generated any revenue from its operations.  As of April 30, 2012 we had $160 of cash on hand. We incurred operating expenses in the amount of $4,743 in the quarter ended April 30, 2012. These operating expenses were comprised of professional fees and office and general expenses.


Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities.  We have registered 4,500,000 of our common stock for sale to the public.  Our registration statement became effective on June 14, 2011 and we are still in the process of seeking equity financing to fund our operations over the next 12 months.  


If EOC is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be very difficult for a new development stage company to secure.  However, if such financing were available, because EOC is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If EOC cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in EOC common stock would lose all of their investment.


Our business development is planned to start with Market Research and Analysis for Organic Food, during the first 3 months, legal and regulatory research on the 2nd and 3rd months, development of the detailed services concept and development of the detailed Market plan, on the 4th, 5th and 6th months; suppliers selection and partnership agreements, on the 5th, 6th and 7th months; searching and hiring nutritionists services for organic food elaboration, on the 8th, 9th and 10th months and the final development of our website , planned to be done from the 7th to the 12th month, when we expect to be fully functional.

 


11




We plan on fully developing our strategies on how to market our food and appliance products on the 4th, 5th and 6th months after raising enough funds. We expect to have agreements with our future suppliers in place between the 5th and 7th months after we start implementing our business plan.  Around that time, we will also select the best possible organic food suppliers for EOC and EOC+ and the delivery services (we may need to hire a third party delivery company, depending on the supplier).


We expect our website to be fully functional at the end of the 12th month after we start implementing our business plan. We expect to start generating revenues once our website is ready.


The anticipated cost of market research is $5,000, the anticipated cost for developing our organic recipes is $8,000, the anticipated cost to find supplier partners and sourcing products is $2,500 and the anticipated cost for the full development of our website is $11,000.


The Company has raised $15,830 in cash to initiate its business plan through the sale of its common stock.  The amount raised from our stock offering is insufficient and we will need additional cash to continue to implement our business plan.  If we are unable to raise it, we will either suspend marketing operations until we do raise the cash, or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.


If we are unable to complete any aspect of our development or marketing efforts because we dont have enough money, we will cease our development and/or marketing operations until we raise money. Attempting to raise capital after failing in any phase of our business plan would be difficult. As such, if we cannot secure additional proceeds we will have to cease operations and investors would lose their entire investment.


Management does not plan to hire additional employees at this time. Our President will be responsible for the initial product sourcing. We intend to hire sales representatives initially on a commission only basis to keep administrative overhead to a minimum.  We will use third party web designers to build and maintain our website.


We do not expect to be purchasing or selling plant or significant equipment during the next twelve months.


We do not currently have any employees and management does not plan to hire employees at this time. We do not expect the purchase or sale of any significant equipment and have no current material commitments.


Capital Resources


If EOC is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be highly difficult for a new development stage company to secure. However, if such financing were available, because EOC is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If EOC cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in EOC common stock would lose all of their investment. 


12




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, Toshiko Iwamoto Kato 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 Mrs. Katos expression is neither a contract nor agreement between her and the company.


Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.


Item 3. Quantitative and Qualitative Disclosures about Market Risk


Not required.


Item 4. Controls and Procedures


Evaluation of Disclosure Controls and Procedures


Based upon an evaluation of the effectiveness of disclosure controls and procedures, our principal executive and financial officer  has concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective.  As reported in our Annual Report on Form 10-K for the year ended July 31, 2011, the Companys principal executive and financial officer has determined that there are material weaknesses in our disclosure controls and procedures.


The material weaknesses in our disclosure control procedures are as follows:


1.           Lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.


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.

 

 


13




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 Companys 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 April 30, 2012 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 

 PART II - OTHER INFORMATION


Item 1. Legal Proceedings


The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.


No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


        None.


Item 3. Defaults Upon Senior Securities


        None


Item 4. Mine Safety Disclosures


     None


Item 5. Other Information


     None



14





Item 6. Exhibits


3.1

Articles of Incorporation [1]


3.2

By-Laws [1]


10.1 INS

XBRL Instance Document *


10.1 SCH

XBRL Taxonomy Extension Schema *


10.1 CAL

XBRL Taxonomy Extension Calculation Linkbase *


10.1 DEF

XBRL Taxonomy Extension Definition Linkbase *


10.1 LAB

XBRL Taxonomy Extension Label Linkbase *


10.1 PRE

XBRL Taxonomy Extension Presentation Linkbase *


31.1

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer


31.2

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer **


32.1

Section 1350 Certification of Chief Executive Officer


32.2

Section 1350 Certification of Chief Financial Officer ***




15



[1]    Incorporated by reference from the Companys filing with the Commission on September 17, 2010.

*

Includes the following materials contained in this Quarterly Report on Form 10-Q for the quarter ended April 30, 2012 formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Changes in Equity, (iv) the Statements of Cash Flows, and (v) Notes.

**    Included in Exhibit 31.1

***  Included in Exhibit 32.1


SIGNATURES


Pursuant to the requirements of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


                        


Easy Organic Cookery, Inc.

Dated:  June 01, 2012


BY:      /s/ Toshiko Iwamoto Kato

 ----------------------

Toshiko Iwamoto Kato

President, Secretary Treasurer, Principal Executive Officer, Principal Financial Officer




16


      

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