UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended August 31, 2008
or
[ ] 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 333-151931
EASY CD YEARBOOK, INC.
(Exact name of registrant as specified in its charter)
Nevada 98-0507524
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 112 - 5348 Vegas Dr., Las Vegas, NV USA 89108
(Address of principal executive offices) (Zip Code)
Telephone: +1 (888) 284-3821
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (l) 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 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):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
There were 7,386,400 shares of common stock, $0.0001 par value per share,
outstanding on October 28, 2008.
EASY CD YEARBOOK, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDING AUGUST 31, 2008
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1: Financial Statements (unaudited)................................... 3
Balance Sheet......................................................... 3
Statements of Operations.............................................. 4
Statements of Stockholders' Equity.................................... 5
Statements of Cash Flows.............................................. 6
Notes to Financial Statements......................................... 7
Item 2: Management's Discussion and Analysis Or Plan of Operation.......... 10
Item 3: Quantitative and Qualitative Disclosures about Market Risk......... 12
Item 4: Controls and Procedures............................................ 12
PART II - OTHER INFORMATION
Item 1: Legal Proceedings.................................................. 13
Item 2: Changes in Securities and Use of Proceeds.......................... 13
Item 3: Defaults Upon Senior Securities.................................... 13
Item 4: Submission of Matters to a Vote of Security Holders................ 13
Item 5: Other Information.................................................. 13
Item 6: Exhibits........................................................... 13
Signatures................................................................. 14
References in this Form 10-Q to "we", "us", "our", the "Company" and "Easy CD"
refers to Easy CD Yearbook, Inc. unless otherwise noted.
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EASY CD YEARBOOK, INC.
(A Development Stage Company)
BALANCE SHEETS
(Restated May 31, 2008)
August 31, May 31,
2008 2008
-------- --------
(unaudited) (restated)
ASSETS
Current Assets
Cash $ 18,566 $ 46,705
-------- --------
Total Current Assets 18,566 46,705
======== ========
Website, net of accumulated amortization (Note 5) 1,621 1,241
-------- --------
Total Assets $ 20,187 $ 47,946
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Stock Subscription Received not yet accepted $ -- $ --
-------- --------
Total current liabilities -- --
-------- --------
Total liabilities -- --
-------- --------
Stockholders' Equity
Preferred Stock, authorized 50,000,000 shares, par value $0.0001
Common Stock, authorized 100,000,000 shares, par value $0.0001
Issued and outstanding as of August 31, 2008 and May 31, 2008 is 7,386,400 739 739
Paid in Capital 51,902 51,902
Deficit Accumulated During the Development Stage (32,454) (4,695)
-------- --------
Total Stockholders' Equity 20,187 47,946
-------- --------
Total Liabilities and Stockholders' Equity $ 20,187 $ 47,946
======== ========
The accompanying notes are an integral part of these financial statements.
3
EASY CD YEARBOOK, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)
Three Months Three Months June 27, 2006
Ended Ended (Inception) To
August 31, August 31, August 31,
2008 2007 2008
----------- --------- -----------
Revenue $ -- $ -- $ --
Expenses
Depreciation and amortization 120 -- 155
Consulting 15,500 -- 17,000
General and Administrative (Note 5) 200 -- 1,157
Professional Fees 10,937 -- 11,979
Organization -- -- 187
Filing Fees 1,002 -- 1,477
Transfer Agent -- -- 500
----------- --------- -----------
Loss before income taxes 27,759 -- 32,454
----------- --------- -----------
Provision for Income Taxes -- -- --
----------- --------- -----------
Net (Loss) $ (27,759) $ -- $ (32,454)
=========== ========= ===========
Basic and Diluted
(Loss) per Common Shares a a a
----------- --------- -----------
Weighted Average Number of Common Shares 6,131,552 5,500,000 6,131,552
----------- --------- -----------
- ----------
a = Less than ($0.01) per share
The accompanying notes are an integral part of these financial statements.
4
EASY CD YEARBOOK, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
(unaudited)
Common Stock
-------------------- Paid in Accumulated Total
Shares Amount Capital Deficit Equity
------ ------ ------- ------- ------
# $ $ $ $
INCEPTION JUNE 27, 2006
Common stock issued to Directors 5,500,000 550 4,931 5,481
For cash June 27, 2006 @$0.001 --
(par value $0.0001) per Share
Net loss for the year (1,664) (1,664)
---------- ------ ------- -------- -------
BALANCE, MAY 31, 2007 - RESTATED 5,500,000 550 4,931 (1,664) 3,817
Private placement closed on
March 31, 2008 @ $0.025
(par value $0.0001) per share 1,886,400 189 46,971 47,160
Net loss for the year (3,031) (3,031)
---------- ------ ------- -------- -------
BALANCE, MAY 31, 2008- RESTATED 7,386,400 739 51,902 (4,695) 47,946
Net loss for the period (27,759) (27,759)
---------- ------ ------- -------- -------
BALANCE, AUGUST 31, 2008 7,386,400 739 51,902 (32,454) 20,187
========== ====== ======= ======== =======
The accompanying notes are an integral part of these financial statements.
5
EASY CD YEARBOOK, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(unaudited)
Three Months Three Months June 27, 2006
Ended Ended (Inception) To
August 31, August 31, August 31,
2008 2007 2008
-------- -------- --------
OPERATING ACTIVITIES
Net (Loss) $(27,759) $ -- $(32,454)
Adjustments to Reconcile Net Loss to
Net Cash Used by Operating Activities
Depreciation and amortization expense 120 -- 155
-------- -------- --------
Net Cash (Used) by Operating Activities (27,639) -- (32,299)
-------- -------- --------
FINANCING ACTIVITIES
Proceeds from issuance of common stock $ -- $ -- $ 52,641
-------- -------- --------
Cash Provided by Financing Activities -- -- 52,641
-------- -------- --------
INVESTING ACTIVITIES
Web site Construction (500) -- (1,776)
-------- -------- --------
Net cash used by investing activities (500) -- (1,776)
-------- -------- --------
Net Increase in Cash (28,139) -- 18,566
Cash, Beginning of Period 46,705 13,817 --
-------- -------- --------
Cash, End of Period $ 18,566 $ 13,817 $ 18,566
======== ======== ========
The accompanying notes are an integral part of these financial statements.
6
EASY CD YEARBOOK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2008
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
The Company was incorporated under the laws of the state of Nevada on June 27,
2006. The Company has limited operations and in accordance with SFAS #7, is
considered a development stage company and has not yet realized any revenues
from its planned operations.
As a development stage enterprise, the Company discloses the deficit accumulated
during the development stage and the cumulative statements of operations and
cash flows from inception to the current balance sheet date.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a May 31 fiscal year end.
EARNINGS PER SHARE
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective June 27, 2006 (inception).
Basic earnings (loss) per share amount are computed by dividing the net income
(loss) by the weighted average number of common shares outstanding. Diluted
earnings (loss) per share are the same as basic earnings (loss) per share due to
the lack of dilutive items in the Company.
CASH EQUIVALENTS
The Company considers all highly liquid investments with maturity of three
months or less when purchased to be cash equivalents.
ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of the Company's financial instruments, consisting of
accounts payable and accrued liabilities approximate their fair value due to the
short-term maturity of such instruments. Unless otherwise noted, it is
management's opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial statements.
INCOME TAXES
Income taxes are provided in accordance with Statement of Financial accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carry forwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
7
EASY CD YEARBOOK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2008
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
SOFTWARE DEVELOPMENT COSTS
Software development costs representing capitalized costs of design,
configuration, coding, installation and testing of the Company's website up to
its initial implementation. Upon implementation, the asset will be amortized to
expense over its estimated useful life of three years using the straight-line
method. Ongoing website post-implementation costs of operation, including
training and application maintenance, will be charged to expense as incurred.
See Note 5.
NOTE 3. ADVERTISING
The Company's policy regarding advertising is to expense advertising when
incurred. The Company had not incurred any advertising expense as of August 31,
2008.
NOTE 4. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has net losses for the
period from inception (June 27, 2006) to August 31, 2008 of $32,334. This
condition raises substantial doubt about the Company's ability to continue as a
going concern. The Company's continuation as a going concern is dependent on its
ability to meet its obligations, to obtain additional financing as may be
required and ultimately to attain profitability. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Management is planning to raise additional funds through debt or equity
offerings. There is no guarantee that the Company will be successful in these
efforts.
NOTE 5. RELATED PARTY TRANSACTIONS
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
NOTE 6. WEBSITE
Cost Accumulated amortization Net book value
---- ------------------------ --------------
Website $1,776 $155 $1,621
Website costs are amortized on a straight line basis over 3 years, its estimated
useful life.
8
EASY CD YEARBOOK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2008
NOTE 7. INCOME TAXES
The Company uses the liability method , where deferred tax assets and
liabilities are determined based on the expected future tax consequences of
temporary differences between the carrying amounts of assets and liabilities for
financial and income tax reporting purposes. As of August 31, 2008, the Company
incurred net losses and, therefore, has no tax liability. The net deferred tax
asset generated by the loss carry-forward has been fully reserved. The
cumulative net operating loss carry-forward is $32,454 and will expire 20 years
from the date the loss was incurred.
As at August 31, 2008, deferred tax assets consisted of the following:
Net operating losses $ 4,868
Less: valuation allowance (4,868)
-------
Net deferred tax asset $ --
=======
NOTE 8. NET OPERATING LOSSES
As of August 31, 2008, the Company has a net operating loss carry-forward of
approximately $32,454, which will expire 20 years from the date the loss was
incurred.
NOTE 9. STOCKHOLDERS' EQUITY
AUTHORIZED
The Company is authorized to issue 100,000,000 shares of $0.0001 par value
common stock and 50,000,000 shares of preferred stock, par value $0.0001. All
common stock shares have equal voting rights, are non-assessable and have one
vote per share. Voting rights are not cumulative and, therefore, the holders of
more than 50% of the common stock could, if they choose to do so, elect all of
the directors of the Company.
ISSUED AND OUTSTANDING
For transactions with other than employee's stock, issuances are in accordance
with paragraph 8 of SFAS 123, where issuances shall be accounted for based on
the fair value of the consideration received. Transactions with employee's stock
issuance are in accordance with paragraphs (16-44) of SFAS 123, where issuances
shall be accounted for based on the fair value of the consideration received or
the fair value of the equity instruments issued, whichever is the more reliable
measure.
On June 27, 2006, the Company issued 5,500,000 common shares to its Directors
for cash, valued at $ 0.001 per share or $5,500.
Since inception (June 27, 2006) to the year ended May 31, 2008, the Company
accepted subscriptions for 1,886,400 common shares from 37 investors under a
private placement scheduled to close on March 31, 2008. The private placement
was not subject to any minimum investment and was priced at $0.025 per share.
The Company accepted the subscriptions on various dates throughout the year.
NOTE 10. RESTATED FINANCIAL STATEMENTS
The Company's financial statements were revised to correct the May 31, 2008
Balance Sheet and the Statements of Stockholders' Equity due to an error in the
original calculations.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
GENERAL OVERVIEW
We were incorporated in the state of Nevada on June 27, 2006. Our offices are
currently located at 5348 Vegas Dr., Suite 112, Las Vegas, NV 89108 USA. Our
telephone number is (702) 441-0703. We have a website at
http://www.easycdyearbook.com.
Since incorporation, we have not made any significant purchases or sale of
assets, nor have we been involved in any mergers, acquisitions or
consolidations. Easy CD has never declared bankruptcy, has never been in
receivership, and has never been involved in any legal action or proceedings.
We are planning to produce and market an instructional video program called "How
to Publish a Multimedia Yearbook" which will be available on DVD and viewable on
our website. A multimedia yearbook is a CD/DVD that contains video, photos,
audio and text that is PC and Mac compatible, which we believe can serve as an
inexpensive replacement or supplement to a traditional printed yearbook. Our
video program will be a series of 10 video sessions which collectively will
provide instruction to viewers on how to use multimedia tools, software and
equipment that are, or may be, readily available to them in order to create a
multimedia yearbook. Such tools include scanners, cameras, computers, CD/DVD
burners and other equipment that will likely be available for use at any school
or club, as well as free "open-source" software. Our video program will provide
instruction on various areas of multimedia including, among others, downloading
& installing free image manipulation software, collecting and editing digital
photos, installing a free video editing tool, recording audio and creating
interactive menus. Our video program will also include an electronic curriculum
guide, or a "How To" guide, which will assist teachers and instructors to design
and present a course on producing a multimedia yearbook.
PLAN OF OPERATION
The following discussion of the plan of operation, financial condition, results
of operations, cash flows and changes in financial position of our Company
should be read in conjunction with our most recent financial statements and
notes appearing elsewhere in this Form 10-Q; and our Prospectus filed on October
2, 2008.
We are a development stage company with very limited operations to date, no
revenue, very limited financial backing and few assets. We have established the
following goals over the next 12 months:
* complete production of our video program and "How To" guide by March
2009;
* drive traffic to our website through marketing efforts, where
customers will be able to purchase our product;
* collect information and create customer lists from our website and
email campaigns;
* generate revenue by June of 2009 through the sale of our video
product; and
* achieve break-even results of operations.
During the first stages of our company's growth, our officers and directors will
be responsible for executing the business plan at no charge. Since we intend to
operate with very limited administrative support, the officers and directors
will continue to be responsible for administering the company for at least the
first year of operations. Management has no intention at this time to hire
additional employees during the first year of operations. Due to limited
financial resources, each of the management team will dedicate approximately 20
hours per week, to ensure all operations are executed.
Our first quarter budget (August to November 2008) was originally disclosed in
our Prospectus filed on October 2, 2008 as follows:
10
August to
November 2008
-------------
Legal/Accounting $ 2,000
Transfer Agent 500
Website Development 1,000
Video Production 7,000
"How To" Guide 2,000
Computer Equipment 700
Advertising/Marketing --
Office Rent 225
Office Supply 250
Telephone 140
-------
$11,815
=======
As of the date hereof, we are in the third month of our first quarter with
respect to our plan. On August 26, 2008, we engaged a third party contractor to
produce the 10-session instructional video program and the related electronic
"How To" curriculum guide for teachers and instructors, at a cost of $9,500. We
expect that our total costs for producing our product, which includes the cost
of production of our video program and "How To" guide, as well as related costs
for website development and computer equipment, will total $21,300. We
anticipate that our video product will be available for sale in March 2009 at a
cost approximating our original budget.
RESULTS OF OPERATIONS
Our company posted losses of $27,759 for the first quarter ended August 31, 2008
compared to $nil for the three months ended August 31, 2007. From inception to
August 31, 2008 we have incurred losses of $32,454. The principal component of
our losses for the first quarter included general and administrative costs of
$200, amortization of our website of $120, consulting fees of $15,500,
professional fees of $10,937 and filing fees of $1,002.
On September 9, 2008 we paid $4,500 to the third party contractor to produce the
10-session instructional video program and the related electronic "How To"
curriculum guide for teachers and instructors.
LIQUIDITY AND CAPITAL RESOURCES
At August 31, 2008, we had working capital of $18,556 compared to $46,705 at May
31, 2008. We opened the first quarter with approximately $46,705 in cash. As of
the date hereof, we have approximately $14,000. Our budgeted expenditures for
the next 9-10 months, which includes the production of the video program, are
approximately $24,845.
Because we have not generated any revenue from our business, and currently have
a budgeted shortfall of $10,845, we will need to raise significant, additional
funds for the future development of our business and to respond to unanticipated
requirements or expenses. Our current cash balances will be extinguished within
the next 9-10 months provided we do not have any unanticipated expenses. Our
ability to successfully develop our product and to eventually produce and sell
it to generate operating revenues also depends on our ability to obtain the
necessary financing to implement our business plan. Given that we have no
operating history, no revenues and only losses to date, we may not be able to
achieve this goal, and if this occurs we will not be able to pay our development
and marketing costs and we may go out of business. We may need to issue
additional equity securities in the future to raise the necessary funds. We do
not currently have any arrangements for additional financing and we can provide
no assurance to investors we will be able to find such financing if further
funding is required. Obtaining additional financing would be subject to a number
of factors, including investor acceptance of our planned video program and our
business model. The issuance of additional equity securities by us would result
in a significant dilution in the equity interests of our current stockholders.
The resale of shares by our existing shareholders pursuant to this prospectus
may result in significant downward pressure on the price of our common stock and
cause negative impact on our ability to sell additional equity securities.
Obtaining loans will increase our liabilities and future cash commitments, and
there can be no assurance that we will even have sufficient funds to repay our
future indebtedness or that we will not default on our future debts if we were
able to even obtain loans.
There can be no assurance that capital will continue to be available if
necessary to meet future funding needs or, if the capital is available, that it
will be on terms acceptable to us. If we are unable to obtain financing in the
amounts and on terms deemed acceptable to us, we may be forced to scale back or
cease operations, which might result in the loss of some or all of your
investment in our common stock.
11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
This Item is not applicable to the Company.
ITEM 4. CONTROLS AND PROCEDURES
As required by Rule 13a-15 under the 1934 Act, as of the end of the period
covered by this quarterly report, being the fiscal quarter ended August 31,
2008, we have carried out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures. This evaluation was carried
out under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer. Based upon
the results of that evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that, as of the end of the period covered by this
quarterly report, our disclosure controls and procedures were effective and
provide reasonable assurance that material information related to our company is
recorded, processed and reported in a timely manner.
Our management, with the participation of our Chief Executive Officer and Chief
Financial Officer, is responsible for the design of internal controls over
financial reporting. The fundamental issue is to ensure all transactions are
properly authorized and identified and entered into a well-designed, robust and
clearly understood system on a timely basis to minimize risk of inaccuracy,
failure to fairly reflect transactions, failure to fairly record transactions
necessary to present financial statements in accordance with the U.S. GAAP,
unauthorized receipts and expenditures or the inability to provide assurance
that unauthorized acquisitions or dispositions of assets can be detected. The
small size of our company makes the identification and authorization process
relatively simple and efficient and a process for reviewing internal controls
over financial reporting has been developed. To the extent possible given our
company's small size, the internal control procedures provide for separation of
duties for handling, approving and coding invoices, entering transactions into
the accounts, writing checks and requests for wire transfers. As of August 31,
2008, our Chief Executive Officer and Chief Financial Officer conclude that our
system of internal controls is adequate and comparable to those of issuers of a
similar size and nature. There were no significant changes to our internal
controls or in other factors that could significantly affect these controls
during the most recent quarter ended August 31, 2008, including any significant
deficiencies or material weaknesses of internal controls that would require
corrective action.
MANAGEMENT'S REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal
control over our financial reporting. Our system of internal control over
financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with the U.S. GAAP. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
INHERENT LIMITATIONS OF INTERNAL CONTROLS
Our internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with the U.S. GAAP.
Our internal control over financial reporting includes those policies and
procedures that:
* pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our
assets;
* provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with the U.S. GAAP, and that our receipts and expenditures are being
made only in accordance with authorizations of our management and
directors; and
* provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of our assets that
could have a material effect on the financial statements.
Management does not expect that our internal controls will prevent or detect all
errors and all fraud. A control system, no matter how well designed and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of internal controls
can provide absolute assurance that all control issues and instances of fraud,
if any, have been detected. Also, any evaluation of the effectiveness of
controls in future periods are subject to the risk that those internal controls
may become inadequate because of changes in business conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
12
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
On September 30, 2008 the SEC declared our registration statement on Form S-1
effective, which registered 1,886,400 common shares for resale held by 39
non-affiliated investors.
ITEM 6. EXHIBITS
(a) Pursuant to Rule 601 of Regulation SK, the following exhibits are included
herein or incorporated by reference.
Exhibit
Number Description
- ------ -----------
3.1 Certificate of Incorporation of the Company incorporated herein from
Exhibit 3.1 of our Registration Statement on Form S-1, filed on June
25th 2008, file number 333-151931
3.2 Bylaws of Company incorporated herein from Exhibit 3.2 of our
Registration Statement on Form S-1, filed on June 25th 2008, file
number 333-151931
31.1 Certification of CEO Pursuant to 18 U.S.C. ss. 1350, Section 302
31.2 Certification of CFO Pursuant to 18 U.S.C. ss. 1350, Section 302
32.1 Certification Pursuant to 18 U.S.C. ss.1350, Section 906
32.2 Certification Pursuant to 18 U.S.C. ss. 1350, Section 906
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EASY CD YEARBOOK, INC.
Date: October 28, 2008 By: /s/ Almaymoon Mawji
--------------------------------------------
Name: Almaymoon Mawji
Title: President, Treasurer and Director
(Principal Executive and Principal Financial
and Accounting Officer)
Date: October 28, 2008 By: /s/ Zahirali Kaba
--------------------------------------------
Name: Zahirali Kaba
Title: Secretary and Director
14