Friendable, Inc. - Quarter Report: 2008 September (Form 10-Q)

f10318010qsb.htm

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: September 30th 2008

o 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: 333-146476

DIGITAL YEARBOOK, INC.
(Exact name of registrant as specified in its charter)

Nevada	98-0546715
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

848 N.Rainbow Blvd. # 2096 Las Vegas, Nevada	89107
(Address of principal executive offices)	(Zip Code)

(877) 612 8971
(Registrant's telephone number, including area code)

2300 W. Sahara Ave., Suite 800 Las Vegas, Nevada
(Former name, former address and former fiscal year, if changed since last report)

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

Yes x No o

Indicate by check mark whether the registrant 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 o		Accelerated filer o
Non-accelerated filer (Do not check if a smaller reporting company) o		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 o

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of September 30, 2008: 5,511,000

DIGITAL YEARBOOK, INC.

(A Development Stage Company)

Table of Contents

	Page
PART I - FINANCIAL INFORMATION	3

Unaudited Financial Statements	3

Condensed Balance Sheet	4

Condensed Statements of Operations	5

Condensed Statements of Cash Flows	6

Notes to Condensed Financial Statements	7

Management's Discussion and Plan of Operation	9

Controls and Procedures	10

PART II - OTHER INFORMATION	11

Unregistered Sales of Equity Securities	11

Exhibits and Reports on Form 8-K	12

SIGNATURES	13

PART I - FINANCIAL INFORMATION

Unaudited Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission ("Commission"). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, which are included in the Company's Amended and Restated Annual Report on Form 10-KSB/A, filed with the Commission on May 28, 2008.

Digital Yearbook, Inc.

(a Development Stage Company)

Condensed Balance Sheet

Balance Sheet	Sep 30, 08
ASSETS
Current Assets
Checking/Savings
Banner Bank Digital		137.77
Total Checking/Savings		137.77

Total Current Assets		137.77

TOTAL ASSETS		137.77

LIABILITIES & EQUITY
Liabilities
Current Liabilities
Accounts Payable
Accounts Payable		37,109.08
Total Accounts Payable		37,109.08

Total Current Liabilities		37,109.08

Total Liabilities		37,109.08

Equity
Common Stock		480.10
Paid-In Capial		39,969.90
Retained Earnings		-77,149.00
Net Income		-272.31
Total Equity		-36,971.31

TOTAL LIABILITIES & EQUITY		137.77

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

Digital Yearbook, Inc.

(a Development Stage Company)

Condensed Statements of Operations

Profit and Loss
	Jul - Sep 08		Jan - Sep 08
Ordinary Income/Expense
Income
Sales - Software		968.46		4,854.63
Total Income		968.46		4,854.63

Expense
Accounting		0.00		2,652.50
Advertising and Promotion
Sales and Marketing		0.00		17,500.00
Advertising and Promotion - Other		118.68		359.67
Total Advertising and Promotion		118.68		17,859.67

Automobile Expense		0.00		2,525.71
Bank Service Charges		40.90		229.75
Computer and Internet Expenses
consultation website developmen		1,323.00		19,323.00
Web Design		0.00		519.78
Computer and Internet Expenses - Other		-858.19		6,752.45
Total Computer and Internet Expenses		464.81		26,595.23

Donation		0.00		40.26
Meals and Entertainment		0.00		2,355.98
Office Supplies		0.00		2,574.10
Professional Fees
Legal fees		0.00		2,194.00
Stock Transfer		0.00		1,041.00
Total Professional Fees		0.00		3,235.00

Rent Expense		322.06		1,357.33
Repairs and Maintenance		0.00		36.08
Travel Expense		0.00		940.19
Uncategorized Expenses		0.00		0.00
Total Expense		946.45		60,401.80

Net Ordinary Income		22.01		-55,547.17

Net Income		22.01		-55,547.17

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

Digital Yearbook, Inc.

(a Development Stage Company)

Condensed Statements of Cash Flows

OPERATING ACTIVITIES
Net Income			22.01
Net cash provided by Operating Activities			22.01

Net cash increase for period			22.01

Cash at beginning of period			115.76
Cash at end of period			137.77

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

Digital Yearbook, Inc.

(a Development Stage Company)

Notes to Condensed Financial Statements

Note 1 - Basis of presentation

The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these consolidated interim financial statements be read in conjunction with the audited financial statements of the Company for the period ended December 31, 2007 and notes thereto included in the Company's annual report on Form 10-KSB, and amendments made thereto. The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim periods are not indicative of annual results.

Note 2 - History and organization of the company

The Company was organized June 5, 2007 (Date of Inception) under the laws of the State of Nevada, as Digital Yearbook, Inc. The Company is authorized to issue up to 100,000,000 shares of its $0.0001 par value common stock and 50,000,000 shares of its $0.0001 par value preferred stock.

The Company is engaged in developing and offering software products for the creation of interactive digital yearbook software for high schools. The Company has no revenues and limited operations and in accordance with Statement of Financial Accounting Standards No. 7 (SFAS #7), “Accounting and Reporting by Development Stage Enterprises,” the Company is considered a development stage company.

Note 3 - Going concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred a net loss of (-$55,547.17) with sales of $968.46 for the period January 1 2008 to September 30 2008. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of new business opportunities. The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets via merger partnership. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

Digital Yearbook, Inc.

(a Development Stage Company)

Notes to Condensed Financial Statements

Note 4 - Stockholders’ equity

The Company is authorized to issue up to 100,000,000 shares of common stock, each have a par value of $0.0001, and up to 50,000,000 shares of preferred stock, each with a par value of $0.0001.

On June 5, 2007 (inception), the Company issued 4,000,000 shares of its common stock to its Directors for cash of $400.

On August 1, 2007, the Company closed a private placement for 801,000 common shares at a price of $0.05 per share, or an aggregate of $40,050. The Company accepted subscriptions from 36 offshore non-affiliated investors.

On March 21, 2008, the Company issued 350,000 shares of its common stock to cure an account payable in lieu of cash in the aggregate of $17,500.

As of September 30, 2008, there have been no other issuances of common stock.

Management's Discussion and Plan of Operation

Forward-Looking Statements

This Quarterly Report contains forward-looking statements about Digital Yearbook, Inc.’s business, financial condition and prospects that reflect management’s assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our management’s assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, Digital Yearbook’s actual results may differ materially from those indicated by the forward-looking statements.

The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our sales, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.

There may be other risks and circumstances that management may be unable to predict. When used in this Quarterly Report, words such as, "believes," "expects," "intends," "plans," "anticipates," "estimates" and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

Management’s Discussion and Analysis

Digital Yearbook, Inc. was incorporated in Nevada on June 5, 2007. We produce user-friendly software that creates interactive digital yearbook software for schools and allows them to create and burn their own interactive digital yearbooks on CD/DVD. We have no recurring customers and have limited revenue-generating capability at this time.

In the execution of our business, we incur various general and administrative costs, consisting of office expenditures, and professional fees in pursuit of business development and to the cost of becoming a public reporting company. During the three months ended September 30, 2008, our total operating expenses were $946.45, consisting of $505.71 in computer, internet and promotional expenses; $118.68 in advertising expenses and $322.06 in general and administrative costs.

We expect to have negative cash flows for the fiscal year 2008, as we no longer have the ability to realize cash flows from sales. Since our inception, we have raised capital through sales of our common stock. In June 2007, we sold a total of 4,000,000 shares of common stock to two officers and directors for cash of $400. In August 2007, we raised $40,050 in a private placement of our common stock, whereby we sold 801,000 shares of common stock at a price per share of $0.05. We believe that in order to continue as a going concern, we need to raise additional capital by issuing equity or debt securities in exchange for cash. There are no agreements or commitments for these funds and there can be no assurance that we will be able to secure any such funds.

Our management does not anticipate the need to hire additional full- or part- time employees over the next 12 months, as the services provided by our current officers and directors appear sufficient at this time. Our officers and director work for us on a part-time basis, and are prepared to devote additional time, as necessary. We do not expect to hire any additional employees over the next quarter.

Our management does not expect to incur research and development costs.

We do not have any off-balance sheet arrangements.

We currently do not own any significant plant or equipment that we would seek to sell in the near future.

We have not paid for expenses on behalf of our directors. Additionally, we believe that this fact shall not materially change.

We currently do not have any material contracts and or affiliations with third parties.

There are no known trends, events or uncertainties that have had or that are reasonably expected to have a material impact on our revenues from continuing operations.

Controls and Procedures

We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in our reports filed under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based upon their evaluation as of the end of the period covered by this report, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are not effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.

Our board of directors was advised by Moore & Associates, Chartered, our independent registered public accounting firm, that during their performance of audit procedures for 2007 Moore & Associates, Chartered identified a material weakness as defined in Public Company Accounting Oversight Board Standard No. 2 in our internal control over financial reporting.

This deficiency consisted primarily of inadequate staffing and supervision that could lead to the untimely identification and resolution of accounting and disclosure matters and failure to perform timely and effective reviews. However, our size prevents us from being able to employ sufficient resources to enable us to have adequate segregation of duties within our internal control system. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

PART II - OTHER INFORMATION

Unregistered Sales of Equity Securities

The following sets forth information regarding all sales of our unregistered securities during the past three years. None of the holders of the shares issued below have subsequently transferred or disposed of their shares and the list is also a current listing of the Company's stockholders.

During this year, we have issued unregistered securities to the persons, as described below. None of these transactions involved any underwriters, underwriting discounts or commissions or any public offering, and we believe that each transaction was exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof, or Regulation D promulgated thereunder. All recipients had adequate access, through their relationships with us, to information about us.

On June 5, 2007, we sold 2,000,000 shares of our common stock to Mr. Ohad David, our (then) President and director, for cash payment to us of $200. We believe this issuance was deemed to be exempt under Regulation D and Section 4(2) of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made only to accredited investors, and transfer was restricted by us in accordance with the requirements of the Securities Act of 1933.

On June 5, 2007, we sold 2,000,000 shares of our common stock to Ms. Ruth Navon, our (then) Secretary, Treasurer and director, for cash payment to us of $200. We believe this issuance was deemed to be exempt under Regulation D and Section 4(2) of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made only to accredited investors, and transfer was restricted by us in accordance with the requirements of the Securities Act of 1933.

On March 21, 2008, we issued 350,000 shares of our common stock to Service Merchants Corp., for payment in lieu of cash for services rendered valued at $17,500. We believe this issuance was deemed to be exempt under Section 4(2) of the Securities Act and the common stock bears a restrictive legend. No advertising or general solicitation was employed in offering the securities.

Exhibits and Reports on Form 8-K

Exhibit Number	Name and/or Identification of Exhibit

31	Rule 13a-14(a)/15d-14(a) Certification

32	Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

DIGITAL YEARBOOK, INC.

(Registrant)

By: /s/Rodney Brewer, President & CEO

In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the dates stated:

Signature	Title	Date

/s/Rodney Brewer	President, CEO and Director	November 5, 2008