10-Q 1 g4023.txt QTRLY REPORT FOR THE QTR ENDED 2-28-10 UNITED STATESSECURITIES 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 February 28, 2010 or [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission File Number 000-52796 VIZSTAR, 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) (702) 441-0703 (Registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) 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. [X] YES [ ] NO Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act 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 [X] NO APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. [ ] YES [ ] 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 (ss.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 APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 122,171,200 common shares issued and outstanding as of April 12, 2010. VIZSTAR, INC. QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDING FEBRUARY 28, 2010 TABLE OF CONTENTS PART I. - FINANCIAL INFORMATION............................................. 3 ITEM 1. FINANCIAL STATEMENTS............................................... 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......... 11 PART II - OTHER INFORMATION................................................. 12 ITEM 1. LEGAL PROCEEDINGS.................................................. 12 ITEM 1A. RISK FACTORS....................................................... 12 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS........ 12 ITEM 4. [REMOVED AND RESERVED]............................................. 12 ITEM 5. OTHER INFORMATION.................................................. 12 ITEM 6. EXHIBITS........................................................... 12 SIGNATURES ................................................................. 13 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS VIZSTAR, INC. (A Development Stage Company) BALANCE SHEETS

The accompanying notes are an integral part of these financial statements 3 VIZSTAR, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2010 AND 2009, AND CUMULATIVE FROM INCEPTION (JUNE 27, 2006) THROUGH FEBRUARY 28, 2010 (unaudited)

The accompanying notes are an integral part of these financial statements. 4 VIZSTAR, INC. (A Development Stage Company) STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE PERIOD FROM INCEPTION (JUNE 27, 2006) THROUGH FEBRUARY 28, 2010 (unaudited)

The accompanying notes are an integral part of these financial statements. 5 VIZSTAR, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED FEBRUARY 28, 2010 AND 2009 AND CUMULATIVE FROM INCEPTION (JUNE 27, 2006) THROUGH FEBRUARY 28, 2010 (unaudited)

The accompanying notes are an integral part of these financial statements. 6 VIZSTAR, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FEBRUARY 28, 2010 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 February 28, 2010 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 February 28, 2010 and 2009 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. NOTE 3 - MERGER, CHANGE OF NAME AND FORWARD STOCK SPLIT On January 28, 2010, the Company implemented a 16 for 1 forward stock split on its issued and outstanding shares of common stock to the holders of record as of January 28, 2010. As a result of the split, each holder of record on the record date automatically received 15 additional shares of the Company's common stock. After the split, the number of shares of common stock issued and outstanding were 122,171,200 shares. The accompanying financial statements and related notes thereto have been adjusted accordingly to reflect this forward stock split. January 28, 2010, we have changed our name from "Easy CD Yearbook, Inc." to "VizStar, Inc.", by way of a merger with our wholly owned subsidiary VizStar, Inc., which was formed solely for the change of name. NOTE 4 - RELATED PARTY LOANS On December 2, 2009, the Company's President, Treasurer and Director, loaned $3,500 to the Company. The loan is unsecured, non-interest bearing, and due on demand. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION FORWARD LOOKING STATEMENTS This report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are "forward-looking statements" for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements. These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: establishing a website for the sale of our product, competition, promotional costs and our ability to earn revenue. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our consolidated financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "US$" refer to United States dollars and all references to "common shares" refer to the common shares in our capital stock. References in this Form 10-Q to "we", "us", "our", the "Company" and "Vizstar" refers to VizStar, Inc. unless otherwise noted. GENERAL OVERVIEW AND BUSINESS DEVELOPMENT OVER THE LAST THREE YEARS We were incorporated in the state of Nevada on June 27, 2006 under the name "Easy CD Yearbook, Inc.". Our offices are currently located at 5348 Vegas Dr., Suite 112, Las Vegas, NV 89108 USA. Our telephone number is (702) 441-0703. Effective January 28, 2010, we effected a one (1) old for 16 new forward stock split of our authorized and issued and outstanding common stock. As a result, our authorized capital increased from 150,000,000 to 2,400,000,000 shares of common stock with a par value of $0.0001 and the issued and outstanding increased from 7,635,700 shares of common stock to 122,171,200 shares of common stock with a par value of $0.0001. Also effective, January 28, 2010, we changed our name from "Easy CD Yearbook, Inc." to "VizStar, Inc.", by way of a merger with our wholly owned subsidiary VizStar, Inc., which was formed solely for the change of name. The change of name and forward stock split became effective with the Over-the-Counter Bulletin Board at the opening for trading on March 30, 2010 under the new stock symbol "VIZS". Our new CUSIP number is 92856X 109. Since incorporation, we have not made any significant purchases or sale of assets, nor have we been involved in any mergers, acquisitions or consolidations. Our company has never declared bankruptcy, has never been in receivership, and has never been involved in any legal action or proceedings. Since incorporation to our quarter ended February 28, 2010, we were in the business of creating electronic yearbooks to offer schools and clubs as an alternative to their traditional printed yearbook. Subsequent to our quarter ended February 28, 2010, our management has been analyzing the 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 to continue our business as is, or mergers and/or acquisitions. At this stage in our operations, we believe either 8 course is acceptable, as our operations have not been profitable and our future prospects for our business are not good without further financing. RESULTS OF OPERATIONS THREE MONTHS ENDED FEBRUARY 28, 2010 AND 2009 Our operating results for the three months ended February 28, 2010 and 2009 and the changes between those periods for the expenses are summarized as follows: Change Between Three Month Period Ended Three Months Three Months February 28, 2010 Ended Ended and February 28, February 28, February 28, 2010 2009 2009 -------- -------- -------- Revenue $ Nil $ Nil $ Nil Depreciation and amortization 752 524 228 General and administrative 100 932 (832) Filing fees 200 Nil 200 Professional Fees 2,009 7,171 (5,162) -------- -------- -------- Net loss for the period $ (3,071) $ (8,627) $ (5,556) ======== ======== ======== Our operating expenses for the three month period ended February 28, 2010 were $3,071 compared to operating expenses of $8,627 for the three months ended February 28, 2009. The decrease in net losses $5,556 or 64% was primarily due to a decrease in professional fees and general and administrative expenses NINE MONTHS ENDED FEBRUARY 28, 2010 AND 2009 Our operating results for the Nine months ended February 28, 2010 and 2009 and the changes between those periods for the expenses are summarized as follows: Change Between Nine Month Period Ended Three Months Three Months February 28, 2010 Ended Ended and February 28, February 28, February 28, 2010 2009 2009 -------- -------- -------- Revenue $ Nil $ Nil $ Nil Depreciation and amortization 2,257 1,167 1,090 General and administrative 626 2,054 (1,428) Filing fees 967 2,212 (1,245) Professional Fees 9,009 34,358 (25,349) -------- -------- -------- Net loss for the period $(12,359) $(39,790) $(27,431) ======== ======== ======== Our operating expenses for the nine month period ended February 28, 2010 were $12,359 compared to operating expenses of $39,790 for the nine months ended February 28, 2009. The decrease in net losses $27,431 or 69% was primarily due to a decrease in filing fees, professional fees and general and administrative expenses. 9 REVENUES Over the next 12 months, we do not anticipate generating any revenue and we expect our operating losses to be approximately $50,000. LIQUIDITY AND FINANCIAL CONDITION As of February 28, 2010, our total current assets were $871, and our total current liabilities were $5,799 and we had a working capital deficit of $4,928. Our financial statements report a net loss of $12,359 for the nine months ended February 28, 2010, and a net loss of $62,497 for the period from June 27, 2006 (date of inception) to February 28, 2009. We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed. In this regard we have raised additional capital through equity offerings and loan transactions. During the nine months ended February 28, 2010, we received a loan of $3,500 from a director of our company. CASH FLOWS As at February 28, 2010 2009 -------- -------- Net Cash (Used) by Operating Activities $(10,554) $(39,147) Net Cash Used by Investing Activities $ Nil $ (5,000) Net Cash Provided by Financing Activities $ 3,500 $ Nil -------- -------- DECREASE IN CASH DURING THE PERIOD $ (7,054) $(44,147) ======== ======== WORKING CAPITAL At At February 28, May 31, 2010 2009 -------- -------- Current assets $ 871 $ 7,925 Current liabilities 5,799 2,750 -------- -------- Working capital $ (4,928) $ 5,175 ======== ======== Our net loss from inception (June 27, 2006) through February 28, 2010 was $62,497. CONTRACTUAL OBLIGATIONS As a "smaller reporting company", we are not required to provide tabular disclosure obligations. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders. INFLATION The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected 10 either by charging operations with amounts that represent replacement costs or by using other inflation adjustments. APPLICATION OF CRITICAL ACCOUNTING POLICIES BASIS OF ACCOUNTING Our company's financial statements are prepared using the accrual method of accounting. Our 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. Our company has adopted the provisions of SFAS No. 128 effective June 27, 2006 (inception). The basic earnings (loss) per share is calculated by dividing our net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing our net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. 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. CASH AND CASH EQUIVALENTS Our company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents. GOING CONCERN CONSIDERATION Our independent auditors included an explanatory paragraph in their report on our audited financial statements for the year ended May 31, 2009, regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. The accompanying financial statements do not include any adjustments that might be necessary if our Company is unable to continue as a going concern. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a "smaller reporting company", we are not required to provide the information required by this Item. ITEM 4T. CONTROLS AND PROCEDURES We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the SECURITIES EXCHANGE ACT OF 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (also our principal executive officer and our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure. As of February 28, 2010, the end of our third quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of 11 our president (also our principal executive officer, principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (also our principal executive officer and our principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were effective in providing reasonable assurance in the reliability of our reports as of the end of the period covered by this quarterly report. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There have been no changes in our internal controls over financial reporting that occurred during the quarter ended February 28, 2010 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. ITEM 1A. RISK FACTORS As a "smaller reporting company", we are not required to provide the information required by this Item. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. [REMOVED AND RESERVED] ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS (a) Pursuant to Rule 601 of Regulation SK, the following exhibits are included herein or incorporated by reference. Exhibit Description ------- ----------- (3) ARTICLES OF INCORPORATION AND BYLAWS 3.1 Certificate of Incorporation (incorporated by reference to our registration statement on Form S-1, filed on June 25, 2008). 3.2 Bylaws (incorporated by reference to our registration statement on Form S-1, filed on June 25, 2008). (31) SECTION 302 CERTIFICATIONS 31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (32) SECTION 906 CERTIFICATION 32.1* Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 12 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. VIZSTAR, INC. /s/ Almaymoon Mawji ------------------------------------------------- Almaymoon Mawji President, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) Date: April 14, 2010 13

VizStar, Inc. 10-Q