10-Q 1 g3719.txt QTRLY REPORT FOR THE QTR ENDED 11-30-09 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 November 30, 2009 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 000-53448 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 (702) 441-0703 (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 7,635,700 shares of common stock, $0.0001 par value per share, outstanding on December 15, 2010. PART I - FINANCIAL INFORMATION Item 1: Financial Statements (unaudited)................................... 3 Balance Sheets......................................................... 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.......... 8 Item 3: Quantitative and Qualitative Disclosures about Market Risk......... 9 Item 4: Controls and Procedures............................................ 9 PART II - OTHER INFORMATION Item 1: Legal Proceedings.................................................. 11 Item 1A: Risk Factors...................................................... 11 Item 2: Unregistered Sales of Equity Securities and Use of Proceeds........ 11 Item 3: Defaults Upon Senior Securities.................................... 11 Item 4: Submission of Matters to a Vote of Security Holders................ 11 Item 5: Other Information.................................................. 11 Item 6: Exhibits........................................................... 11 Signatures................................................................. 12 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

The accompanying notes are an integral part of these financial statements 3 EASY CD YEARBOOK, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 2009 AND 2008, AND CUMULATIVE FROM INCEPTION (JUNE 27, 2006) THROUGH NOVEMBER 30, 2009 (unaudited)

---------- 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 FOR THE PERIOD FROM INCEPTION (JUNE 27, 2006) THROUGH NOVEMBER 30, 2009 (unaudited)

The accompanying notes are an integral part of these financial statements. 5 EASY CD YEARBOOK, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 2009 AND 2008 AND CUMULATIVE FROM INCEPTION (JUNE 27, 2006) THROUGH NOVEMBER 30, 2009 (unaudited)

The accompanying notes are an integral part of these financial statements. 6 EASY CD YEARBOOK, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS NOVEMBER 30, 2009 NOTE 1 - CONDENSED 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 November 30, 2009 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 condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's May 31, 2009 audited financial statements. The results of operations for the periods ended November 30, 2009 and 2008 are not necessarily indicative of the operating results for the full years. NOTE 2 - GOING CONCERN The Company's 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. 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. Management's 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 seeking 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. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 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. The information contained in our website does not form part of this Quarterly Report in any way. Our common stock is quoted on the OTC Bulletin Board under the symbol "EZCD". 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 have completed the development of our product and it is ready for sale. We purchased a hosting account and SSL certificate from Host Gator to host our website. We have entered into an agreement with third party firm to develop the site framework that will be implemented in our website. Total cost for the web development is $5,500 of which we paid in full. On July 7, 2009 the third party contractor finished developing our website and it is ready for commercial use and now available at www.easycdyearbook.com. Our vision is to offer schools and clubs an electronic yearbook as an alternative to their traditional printed yearbook. Our target market is K-12 schools in North America. 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 registration statement on Form S-1/A (File no. 333-151931), which was declared effective on September 30, 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: * 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; 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. RESULTS OF OPERATIONS This quarter, for the first time, we posted revenues of $499 from the sale of our software. Our company posted losses of $4,113 for the three months and $9,289 for the six months ended November 30, 2009, compared to $3,404 for the three months and $31,163 for the six months ended November 30, 2008. The principal components of the losses for the three months ended November 30, 2009 and 2008 were general and administrative expenses of $120 and $421, depreciation and amortization of $752 and $523, filing fees of $240 and $1,210, professional fees of $3,500 and $1,250, respectively. The principal components of the losses for the six months ended November 30, 2009 and 2008 were general and administrative of $526 and $1,121, depreciation and amortization of $1,505 and $643, filing fees of $757 and $2,212, professional fees of $7,000 and $27,187, respectively. From inception to November 30, 2009 we have incurred losses of $59,427. Since inception, we have sold 7,635,700 shares of common stock to our stockholders. 8 LIQUIDITY AND CAPITAL RESOURCES To date, we have had negative cash flows from operations and we have been dependent on sales of our equity securities to meet our cash requirements. We expect this continue for the foreseeable future. At November 30, 2009, we had working capital of $971 compared to $11,185 at November 30, 2008. We opened the first quarter of 2009 with approximately $904 in cash. As of the date hereof, we have approximately $971. Because we have not generated any significant revenue from our business, and currently have a budgeted shortfall of approximately $57,516, 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 quarter 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. 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-15/15d-15 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), as of November 30, 2009, we have carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Company's management, our President (Principal Executive Officer) and Treasurer (Principal Accounting Officer). Based upon the results of that evaluation, our management has concluded that, as of November 30, 2009, our Company's disclosure controls and procedures were effective and provide reasonable assurance that material information related to our Company required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management to allow timely decisions on required disclosure. There were no changes in our internal control over financial reporting identified in connection with the evaluation described above during the period covered by this report that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting. 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. 9 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. 10 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 1A. RISK FACTORS Not applicable. 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 37 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 11 SIGNATURES In accordance with the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EASY CD YEARBOOK, INC. Date: December 15, 2009 By /s/ Almaymoon Mawji -------------------------------------- Almaymoon Mawji, President, Treasurer and Director (Principal Executive and Principal Financial and Accounting Officer) 12

Easy CD Yearbook Inc 10-Q