SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-Q  |X|   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: July 31, 2008  |_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from ________________ to __________________  Commission File Number:  333-146118  EASY ESL PUBLISHING, INC. (Exact name of registrant as specified in its charter)  Delaware   20-8410497 (State of or other jurisdiction of incorporation or organization)   (IRS Employer Identification No.)  105  501 Silverside Road, Wilmington, DE 19809 (Address of principal executive offices) (Zip Code)  (800) 670-2721 (Registrants telephone number, including area code)   Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                             Yes |X| No |_|  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  Large accelerated filer  [  ] Accelerated filer [   ] Non-accelerated filer [   ] 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 |_|  Indicate the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date:  As of July 31, 2008, the registrant had 10,800,000 shares of common stock, $0.001 par value, issued and outstanding.   Index   Page NumberPART I  FINANCIAL INFORMATIONItem 1. Financial Statements3Balance Sheets as of July 31, 2008 and January 31, 2008 (audited)4Statements of Operations for three months ended July 31, 2008;
three months ended July 31, 2007; six months ended  July 31, 2008 and
six months July 31, 2007 and accumulated deficit from November 9, 2006
(date of inception) to July 31, 20085Statements of Stockholders Equity (Deficit)
from inception (November 9, 2006) to July 31, 20086Statement of Cash Flows for three months ended July 31, 2008;
three months ended July 31, 2007; six months ended  July 31, 2008 and
six months July 31, 2007 and cumulative results of operations
from inception (November 9, 2006) to July 31, 20087Notes to the Financial Statements, July 31, 20088Item 2. Managements Discussion and Analysis
or Plan of Operation12Item 3. Quantitative and Qualitative Disclosures about Market Risk14Item 4. Controls and Procedures14Item 4T. Controls and procedures14PART II  OTHER INFORMATIONItem 1. Legal Proceedings16Item 1A. Risk Factors16Item 2. Unregistered Sales of Equity Securities and Use of Proceeds16Item 3. Defaults Upon Senior Securities16Item 4. Submission of Matters to a Vote of Security Holders16Item 5. Other Information16Item 6. Exhibits16           EASY ESL PUBLISHING, INC.  (A Development Stage Company)  FINANCIAL STATEMENTS  July 31, 2008  (Unaudited)                 BALANCE SHEETS  STATEMENTS OF OPERATIONS  STATEMENTS OF STOCKHOLDERS EQUITY  STATEMENTS OF CASH FLOWS  NOTES TO FINANCIAL STATEMENTS    EASY ESL PUBLISHING, INC. (A Development Stage Company)  BALANCE SHEETS    July 31, 2008January 31, 2008
(Audited)ASSETSCURRENT ASSETSCash$                  3,966$             15,568Prepaid Expenses-500Total Current Assets3,96616,068Total Assets$                  3,966$             16,068LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable and accrued liabilities
Due to related party2,375
1,0787,360
1,078Total Current Liabilities3,453$               8,438STOCKHOLDERS EQUITY (DEFICIT )Capital stock (Note 4)Authorized75,000,000 shares of common stock, $0.001 par value,Issued and outstanding10,800,000 shares of common stock (10,000,000 December 4, 2006)10,80010,800Subscription receivable--Additional paid-in capital15,20015,200Deficit accumulated during the development stage(25,487)(18,370)Total Equity (Deficit)5137,630Total Liabilities & Stockholders Equity$                  3,966$             16,068          The accompanying notes are an integral part of these financial statements  EASY ESL PUBLISHING, INC. (A Development Stage Company)  STATEMENTS OF OPERATIONS  Three months ended July 31, 2008Three months ended July 31, 2007Six months ended July 31, 2008Six months ended July 31, 2007Accumulated Deficit from November 9, 2006 (date of inception) to July 31, 2008EXPENSESOffice and general$             (787)$               (175)$           (2,287)$              (779)$           (5,907)Professional fees(1,000)(1,000)(4,830)(8,500)(19,580)Loss before Income Taxes(1,787)(1,175)(7,117)(10,780)(25,487)Provision for Income Taxes-----NET (LOSS)$        (1,787)$            (1,175)$          (7,117)$          (9,279)$          (25,487)    BASIC LOSS PER SHARE$               0.00$               0.00$              0.00$               0.00WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING10,800,00010,000,00010,800,00010,000,000                       The accompanying notes are an integral part of these financial statements  EASY ESL PUBLISHING, INC. (A Development Stage Company)  STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)  FROM INCEPTION (NOVEMBER 9, 2006) TO JULY 31, 2008 Common StockAdditional Paid-in CapitalShare Subscription ReceivableDeficit Accumulated During the Development StageTotalNumber of sharesAmountBalance, November 9, 2006-$             -$             -$                 -$                   -$              -Common stock issued for cash at $0.001 per share- December 4, 200610,000,00010,000---10,000-Subscription receivable(10,000)(10,000)Net Loss for period--(1,133)(1,133)Balance April 30, 200710,000,00010,000-(10,000)(1,133)(1,133)Proceeds received--10,00010,000Common stock issued for cash at $0.02 per share (November and December, 2007)800,00080015,200--16,000Net loss for year----(17,237)(17,237)Balance, January 31, 200810,800,000$   10,800$    15,200$                 -$      (18,370)$          7,630Net loss for year.----(7,117)(7,117)Balance, July 31, 200810,800,000$   10,800$    15,200$                 -$      (25,487)$              513                       The accompanying notes are an integral part of these financial statements  EASY ESL PUBLISHING, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS  Six months ended July 31, 2008Six months ended July 31, 2007Three months ended July 31, 2008Three months ended July 31, 2007Cumulative results of operations from inception (November 9, 2006) to  July 31, 2008OPERATING ACTIVITIESNet loss$     (7,117)$     (9,279)$      (1,787)$      (1,174)$    (25,487)Adjustment to reconcile net loss to net cash used in operating activities-accrual of expenses(4,985)(3,435)1,150(2,000)2,375-prepaid expense500-----shareholder loan----1,078OPERATING ACTIVITIES(11,602)(5,845)(637)(3,174)(22,034)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from sale of common stock----26,000Stock Subscription receivable-10,000---NET CASH PROVIDED BY FINANCING ACTIVITIES-10,000--26,000NET INCREASE IN CASH(11,602)4,155(637)(3,174)3,966CASH, BEGINNING OF PERIOD15,568(55)4,6037,274-CASH, END OF PERIOD$    3,966$    4,100$      3,966$     4,100$     3,966  Supplemental cash flow information: Cash paid for: Interest$              -$                  -$                  -$             -$            -Income Taxes$               -$                  -$                  -$             -$            -  NON-CASH ACTIVITIES Stock issued for services$        -$         -$          -$        -$       -Stock issued for accounts payable$         -$            -$             -$           -$          -Stock issued for notes payable$         -$            -$             -$           -$          -Stock issued for convertible debentures and interest$         -$            -$             -$        -$       -Convertible debentures issued for services$         -$            -$             -$        -$       -Warrants issued$         -$            -$             -$           -$          -Stock issued for penalty on default of  convertible debenture$         -$            -$             -$           -$          -Note payable issued for finance charges$         -$            -$             -$        -$       -Forgiveness of not payable and accrued interest$         -$            -$             -$           -$          -Stock issued for investment.$         -$            -$             -$           -$          -  The accompanying notes are an integral part of these financial statements


EASY ESL PUBLISHING, INC. (A Development Stage Company)  NOTES TO THE FINANCIAL STATEMENTS  July 31, 2008  NOTE 1  NATURE OF OPERATIONS AND BASIS OF PRESENTATION  Easy ESL Publishing, Inc.  (Company) is in the initial development stage and has incurred losses since inception totaling $25,486. The Company was incorporated on November 9, 2006 in the State of Delaware. The fiscal year end of the Company is January 31. The Company was organized to enter into the English as a Second Language industry by creating educational workbooks. These workbooks will provide students in China with additional learning resources to enhance their understanding of the English language  The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations.  Accordingly, these factors raise substantial doubt as to the Companys ability to continue as a going concern.  The Company is funding its initial operations by way of issuing Founders shares and entering into a private placement offering for 4,000,000 shares at $0.02 per share.  As of July 31, 2008, the Company had issued 10,000,000 Founders shares at $0.001 per share for net proceeds to the Company of $10,000 and 800,000 common shares at $0.02 per share for net proceeds to the Company of $16,000.  The Company filed a Form SB-2 registration statement with the Securities and Exchange Commission which became effective November 2, 2007  NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Basis of Presentation  These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.  Segmented Reporting  SFAS Number 131, Disclosure About Segments of an Enterprise and Related Information, changed the way public companies report information about segments of their business in their quarterly reports issued to shareholders.  It also requires entity-wide disclosures about the products and services the entity provides, the material countries in which it holds assets and reports revenues and its major customers.  For the period ended April 30, 2008 all operations took place in China. Comprehensive Loss SFAS No. 130, Reporting Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at January 31, 2008 and July 31, 2008 the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.  Use of Estimates and Assumptions  Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain 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 revenues and expenses during the period.  Accordingly, actual results could differ from those estimates.       8   EASY ESL PUBLISHING, INC. (A Development Stage Company)  NOTES TO THE FINANCIAL STATEMENTS  July 31, 2008  NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)  Financial Instruments  All significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practical the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.  Loss per Common Share  Basic earnings (loss) per share includes no dilution and is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of the Company. Because the Company does not have any potential dilutive securities, the accompanying presentation is only on the basic loss per share.  Income Taxes  The Company follows the liability method of accounting for income taxes.  Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards.  Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.  Stock-based Compensation  The Company accounts for stock-based compensation issued to employees based on SFAS No. 123R Share Based Payment. SFAS No. 123R is a revision of SFAS No. 123 Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entitys equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123 as originally issued and Emerging Issues Task Force Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.  SFAS 123R does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, Employers Accounting for Employee Stock Ownership Plans.  SFAS 123R requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award  the requisite service period (usually the vesting period). SFAS 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of SFAS 123R includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans.  As at July 31, 2008 the Company had not adopted a stock option plan nor had it granted any stock options.  Accordingly no stock-based compensation has been recorded to date.  9   EASY ESL PUBLISHING, INC. (A Development Stage Company)  NOTES TO THE FINANCIAL STATEMENTS  July 31, 2008  NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)  Recent Accounting Pronouncements  In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. This Statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007.  In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements ("SFAS No. 157"). SFAS 155 establishes framework for measuring fair value and expands disclosures about fair value measurements. The changes to current practice resulting from the application of this statement relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements.  The statement is effective for fiscal years beginning after November 15, 2007 and periods with those fiscal years.  The Financial Accounting Standards Board has issued SFAS No. 155 Accounting for Certain Hybrid Financial Instruments  an amendment of FASB Statements No. 133 and 140 and No. 156 Accounting for Servicing of Financial Assets  an amendment of FASB Statement No. 140, but they will not have a material effect in the  Companys results of operations or financial position.  The adoption of these new pronouncements is not expected to have a material effect on the Companys financial position or results of operations  NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS  In accordance with the requirements of SFAS No. 107, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies.  The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.  NOTE 4  CAPITAL STOCK  The Companys capitalization is 75,000,000 common shares with a par value of $0.001 per share.  No preferred shares have been authorized or issued.  As of July 31, 2008, the Company has not granted any stock options and has not recorded any stock-based compensation.  As of July 31, 2008, the sole Director had purchased 10,000,000 shares of the common stock in the Company at $0.001 per share with proceeds to the Company totalling $10,000.  As of July 31, 2008 common shares totalling 800,000 at $0.02 per share were purchased by various investors from the private placement for net proceeds of $16,000 to the Company  Private Placement On December 4, 2006, the Company authorized a Private Placement Offering of up to 4,000,000 shares of common stock at a price of $0.02 per share. The total amount to be raised in this financing is $80,000.  As of July 31, 2008 the Company had issued 800,000 of the shares for net proceeds of $16,000 from the sale of its Private Placement stock.    10      EASY ESL PUBLISHING, INC. (A Development Stage Company)  NOTES TO THE FINANCIAL STATEMENTS  July 31, 2008  NOTE 5  RELATED PARTY TRANSACTIONS  As of July 31, 2008, the Company received advances from a Director in the amount of $1,078 to pay for Incorporation costs. The amounts due to the related party are unsecured and non-interest bearing with no set terms of repayment.  NOTE 6  INCOME TAXES  As of July 31, 2008 the Company had net operating loss carry forwards of approximately $25,487 that may be available to reduce future years taxable income and will expire commencing in 2017.  Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a full valuation allowance for the deferred tax asset relating to these tax loss carryforwards.  NOTE 7  SUBSEQUENT EVENT  None   11   ITEM 2: MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance.  Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events.  You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report.  These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions  Overview  EASY ESL PUBLISHING, INC. ("Easy ESL Publishing", "the Company", our or "we") was incorporated in the State of Delaware as a for-profit company on November 9, 2006.  Easy ESL Publishing is a development-stage company organized to enter into the English as a Second Language (ESL) publishing industry.  We plan to create ESL educational workbooks for students in China as an alternative to traditional textbooks.  The books will enhance learning and development by offering additional learning resources that will improve a students understanding of the English language.  ESL courses are extremely varied in China. There are either no rules or established guidelines for teachers for choosing teaching material, or there are strict rules that provide instructors with a detailed curriculum and specified textbooks.   Both approaches could work in our favour since each approach provides a unique opportunity to allow students to learn through practical example as opposed to strictly reading a textbook.   The fact that there is no regularity in regards to course material from class to class also means there is an opportunity to appeal to students and their teachers on various levels.  Plan of Operation  We did not generate any revenues for the three month period ended July 31, 2008 and have not generated any revenue from operations since inception.  As of the fiscal quarter ended July 31, 2008 we had $3,966 of cash on hand and we incurred operating expenses in the amount of $1,787 for a net loss for the period of $1,787. These operating expenses were comprised of professional fees and office and general expenses.  Our current cash holdings will not satisfy our liquidity requirements for at least the next 12 months and we will require additional financing to pursue our planned business activities.  We anticipate our costs of establishing the company implementing our development and marketing plans will cost approximately $80,000 over the next 12 months.  In addition maintaining our reporting status is estimated to cost $15,000.  We have registered 4,000,000 of or our common stock for sale to the public.  Our registration statement became effective on November, 2007 and as of July 31, 2008 we have raised $16,000 from the sale of our common stock.   12   The amount raised to date from the sale of our common stock is insufficient and we will need to seek additional funds through debt financing, which would be very difficult for a new development stage company such as ourselves to secure. If such financing is available, and because we have no operations to date, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management will evaluate the terms of any debt financing and determine whether the business could sustain operations and growth and manage the debt load. If we cannot raise additional proceeds via a private placement of our common stock or secure debt financing we would be required to cease business operations. As a result, investors in Easy ESL Publishing common stock would lose all of their investment.  Over the 12 month period we must raise capital and start the design and production of our workbooks.   We intend to immediately identify education magazines and other resources that teachers use as a daily reference.    Our approach will be to place ads in these magazines to target teachers who will eventually become the authors of our workbooks. Our initial focus will be to recruit authors to write the workbooks as samples for marketing purposes.   We will set up a website to begin to facilitating communication between potential teacher writers and Easy ESL Publishing, Inc.  We also plan to prepare all of the legal contracts for execution between the teachers (authors) and the Company. Lawyers will be hired to work out the contractual details, primarily to govern how the teachers will be compensated for their services.    The contract will also point out the severity of copyright violations and make teachers aware of the repercussions if their work is compromised through copyright infringement.  Easy ESL Publishing will insist that all work by the authors are original and not copied or borrowed from any other materials available on the market today.  Because breach of copyright law is viewed as a serious matter and punishment is often harsh, the Company will ensure that this issue is detailed in the contract entered into with the authors.  Once an agreement is signed, the first step for the authors is to create several sample workbooks that can be used as marketing and advertising tools.  These samples will assist us in future development of the marketing campaign.  Once sample workbooks have been written, we will partner with a printing company in Asia to print the workbooks.   Our President plans to travel to Asia once printing has begun to ensure that his standard of quality is met. We will also begin heavily promoting the product by attending several ESL classes and ask students to use the books as part of their studies.  Once our product is in its final stages of development, the website will be further enhanced as a marketing tool and will provide additional advertising.  We do not currently have any employees and management does not plan to hire employees at this time. We do not expect the purchase or sale of any significant equipment and has no current material commitments.   13   Off Balance Sheet Arrangement  The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.  The company is dependent upon the sale of its common shares to obtain the funding necessary to carry our business plan.  Our President, Cameron Wong has undertaken to provide the Company with operating capital to sustain our business over the next twelve month period, as the expenses are incurred, in the form of a non-secured loan. However, there is no contract in place or written agreement securing these agreements.  Investors should be aware that Mr. Wongs expression is neither a contract nor agreement between him and the company.  Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.   ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Not required  ITEM 4. CONTROLS AND PROCEDURES  Within 90 days prior to the end of the period covered by this report the registrant carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (Exchange Act).  This evaluation was done under the supervision and the participation of the registrants President and Principal Financial Officer.  Based upon that evaluation, he identified that the lack of segregation of accounting duties as a result of limited personal resources to be a material weakness the registrants disclosure controls and procedures.  Other than for this exception he believes that the Companys disclosure controls are effective in gathering, analyzing and disclosing information needed to satisfy the registrants disclosure obligations under the Exchange Act.  Management believes that the material weaknesses did not have an affect on the Company's financial results.  ITEM 4T. CONTROLS AND PROCEDURES  The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The Companys internal control over financial reporting is a process designed under the supervision of the Companys Chief Executive Officer and Chief Financial Officer to provide reasonable  14   assurance regarding the reliability of financial reporting and the preparation of the Companys financial statements for external purposes in accordance with U.S. generally accepted accounting principles.  As of July 31, 2008 management assessed the effectiveness of the Companys internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments.  Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.  The matters involving internal controls and procedures that the Companys management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the review of our financial statements as of July 31, 2008 and communicated the matters to our management.  Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an affect on the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company's determination to its financial statements for the future years. We are committed to improving our financial organization. As part of this commitment, we will create a position to  segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements. Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for  15   accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.  We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. There have been no significant changes in our internal control over financial reporting that occurred during the quarter ended July 31, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  PART II. OTHER INFORMATION   ITEM 1. LEGAL PROCEEDINGS  The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.  No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.   ITEM 1A. RISK FACTORS  Not required  ITEM 2. UNREGISTERED SALES OF EQUITY 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    16   ITEM 5. OTHER INFORMATION  None   ITEM 6. EXHIBITS  3.1 Articles of Incorporation [1]  3.2 By-Laws [1]  31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer  31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *  32.1 Section 1350 Certification of Chief Executive Officer  32.2 Section 1350 Certification of Chief Financial Officer **  [1]     Incorporated by reference from the Companys filing with the Commission on October 25,        2007. *     Included in Exhibit 31.1 **    Included in Exhibit 32.1  SIGNATURES  Pursuant to the requirements of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.    EASY ESL PUBLISHING, INC.  BY:      /s/ Cameron Wong ---------------------- Cameron Wong President, Secretary Treasurer, Principal Executive Officer, Principal Financial Officer and Director   Dated:  September 5, 2008   17