YUMMIES INC - Quarter Report: 2008 December (Form 10-Q)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
10-Q
(x )
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the
quarterly period ended December
31, 2008
( )
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 000-32361_
YUMMIES, INC.
(Exact
name of registrant as specified in charter)
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Nevada
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87-0615629
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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1981 East Murray Holiday
Rd, Salt Lake City, Utah
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84117
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(Address
of principal executive offices)
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(Zip
Code)
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801-272-9294
Registrant’s
telephone number, including area code
(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. Yes [x
] No [ ]
Indicate
by checkmark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. Se the
definitions of “large accelerated filer”, ”accelerated filer”, and “smaller
reporting company” in Rule 12b-2 of the Exchange Act
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Large
Accelerated Filer [ ]
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Accelerated
Filer [ ]
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Non-Accelerated
filer [ ]
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Smaller
Reporting Company [ x ]
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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 CORPORATE ISSUERS:
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the last practicable date
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Class
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Outstanding as of
December 31, 2008
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Common Stock,
$0.001
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2,505,000
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-2-
INDEX
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Page
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Number
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PART
I.
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ITEM
1.
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Financial
Statements (unaudited)
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4
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Balance
Sheets
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December
31, 2008 and September 30, 2008
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5
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||
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Statements
of Operations
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For
the three months ended December 31, 2008 and 2007
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and
the period June 10, 1998 to December 31, 2008
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6
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Statements
of Cash Flows
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For
the three months ended December 31, 2008 and 2007
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and
the period June 10, 1998 to December 31, 2008
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7
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Notes
to Financial Statements
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8
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ITEM
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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11
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ITEM
3.
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Quantitative
and Qualitative Disclosures about Market Risk
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11
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ITEM
4T.
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Controls
and Procedures
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12
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PART
II.
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|||
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ITEM
6.
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Exhibits
and Reports on 8K
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12
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Signatures
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13
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-3-
PART
I - FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
The
accompanying balance sheets of Yummies, Inc. ( development stage
company) at December 31, 2008 and September 30, 2008, and the
related statements of operations for the three months ended December
31, 2008 and 2007 and the period June 10, 1977 to December 31, 2008 ,
and statements of cash flows for the three months ended December 31, 2008 and
2007 and the period June 10, 1977 to December 31,
2008 have been prepared by the Companyss management in conformity
with accounting principles generally accepted in the United States of
America. In the opinion of management, all adjustments considered
necessary for a fair presentation of the results of operations and financial
position have been included and all such adjustments are of a normal recurring
nature.
Operating results
for the quarter ended December 31, 2008, are not necessarily indicative of the
results that can be expected for the year ending September 30,
2009.
-4-
YUMMIES,
INC.
(A
Development Stage Company)
BALANCE
SHEETS
DECEMBER
31, 2008 AND SEPTEMBER 30, 2008
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December
31,
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September
30,
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|||||||
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2008
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2008
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|||||||
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Assets
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||||||||
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Current
Assets:
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||||||||
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Cash
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$ | 1,077 | $ | 4,778 | ||||
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Total
current assets
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1,077 | 4,778 | ||||||
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Total
Assets
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$ | 1,077 | $ | 4,778 | ||||
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Liabilities and Stockholders'
Equity
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||||||||
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Current
Liabilities:
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||||||||
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Accounts
payable
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$ | 2,744 | $ | 3,901 | ||||
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Interest
payable
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378 | 336 | ||||||
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Interest
payable, stockholders
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1,274 | 1,054 | ||||||
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Note
payable
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2,105 | 2,105 | ||||||
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Notes
payable, stockholders
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11,000 | 11,000 | ||||||
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Total
current liabilities
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17,501 | 18,396 | ||||||
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Stockholders'
Equity:
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Common
stock, $.001 par value 50,000,000 shares authorized, 2,505,000 issued and
outstanding
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2,505 | 2,505 | ||||||
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Additional
paid-in capital
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11,987 | 11,987 | ||||||
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Deficit
accumulated during the development stage
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(30,916 | ) | (28,110 | ) | ||||
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Total
stockholders' equity
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(16,424 | ) | (13,618 | ) | ||||
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Total
Liabilities and Stockholders' Equity
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$ | 1,077 | $ | 4,778 | ||||
The
accompanying notes are an integral part of the financial
statements.
-5-
YUMMIES,
INC.
(A
Development Stage Company)
STATEMENTS
OF OPERATIONS
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For
the
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Period
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For
the
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For
the
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June
10, 1998
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||||||||||
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Three
Months
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Three
Months
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(Inception)
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||||||||||
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Ended
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Ended
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Through
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||||||||||
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December
31,
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December
31,
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December
31,
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||||||||||
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2008
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2007
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2008
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Revenues
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$ | -- | $ | -- | $ | -- | ||||||
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Expenses,
general and administrative
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2,544 | 2,176 | 29,264 | |||||||||
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Operating
loss
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(2,544 | ) | (2,176 | ) | (29,264 | ) | ||||||
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Other
income (expense)
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||||||||||||
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Interest
expense
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(262 | ) | (162 | ) | (1,652 | ) | ||||||
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Net
loss
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$ | (2,806 | ) | $ | (2,338 | ) | $ | (30,916 | ) | |||
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Net
loss per share
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$ | -- | $ | -- | $ | (.01 | ) | |||||
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Weighted
Average Shares Outstanding
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2,505,000 | 2,505,000 | 2,440,866 | |||||||||
The
accompanying notes are an integral part of the financial
statements.
-6-
YUMMIES,
INC.
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS
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For
the period
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||||||||||||
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For
the
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For
the
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June
10, 1998
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||||||||||
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Three
Months
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Three
Months
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(Inception)
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||||||||||
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Ended
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Ended
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Through
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||||||||||
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December
31,
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December
31,
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December
31,
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||||||||||
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2008
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2007
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2008
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Cash
flows from operating activities:
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||||||||||||
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Net
loss
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$ | (2,806 | ) | $ | (2,338 | ) | $ | (30,916 | ) | |||
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Adjustment
to reconcile net loss to cash provided by operating
activities:
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||||||||||||
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Expenses
paid directly by shareholder
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-- | -- | 2,463 | |||||||||
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Accounts
payable converted into note payable
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-- | -- | 2,105 | |||||||||
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Increase
in interest payable
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262 | 162 | 1,652 | |||||||||
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Increase
(decrease) in accounts payable
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(1,157 | ) | (883 | ) | 2,744 | |||||||
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Net
cash used by operating activities
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(3,701 | ) | (3,059 | ) | (21,952 | ) | ||||||
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Cash
flows from investing activities
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-- | -- | -- | |||||||||
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Cash
flows from financing activities:
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||||||||||||
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Proceeds
from related party borrowing
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-- | -- | 11,000 | |||||||||
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Issuance
of common stock
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-- | -- | 12,029 | |||||||||
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Net
cash provided by financing activities
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-- | -- | 23,029 | |||||||||
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Net
increase (decrease) in cash
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(3,701 | ) | (3,059 | ) | 1,077 | |||||||
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Cash,
beginning of period
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4,778 | 3,499 | -- | |||||||||
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Cash,
end of period
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$ | 1,077 | $ | 440 | $ | 1,077 | ||||||
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Interest
paid
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$ | -- | $ | -- | $ | -- | ||||||
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Income
taxes paid
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$ | -- | $ | -- | $ | -- | ||||||
The
accompanying notes are an integral part of the financial
statements.
-7-
YUMMIES,
INC.
(A
Development Stage Company)
NOTES TO
FINANCIAL STATEMENTS
1. Summary of Business and
Significant Accounting Policies
a. Summary of
Business
The
Company was incorporated under the laws of the State of Nevada on June 10,
1998. The Company is seeking business opportunities. The
Company has not commenced principal operations and is considered a "Development
Stage Company" as defined by the Financial Accounting Standards Board Statement
No. 7.
b. Cash
Flows
For purposes of the statement of cash
flows, the Company considers all highly liquid investments purchased with a
maturity of three months or less to be cash or cash equivalents.
c. Net Loss Per
Share
The net loss per share calculation is
based on the weighted average number of shares outstanding during the
period.
d. Use of
Estimates
The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those
estimates.
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2.
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Note
Payable
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On
January 10, 2007, the Company converted $2,105 of accounts payable from its
transfer agent into a one-year note payable. The note balance of $2,105 at
December 31, 2008 and September 30, 2008, bears interest at 8% and both
principal and accrued interest are convertible into common stock at $.025 per
share. The note payable was due on January 10, 2008.
3. Notes Payable,
Stockholders
Stockholder
notes payable consist of the following at December 31, 2008 and September 30,
2008:
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December
31,
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September
30,
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|||||||
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2008
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2008
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Note
payable to an individual, also a stockholder of the Company, interest is
being charged at 8% the note is unsecured and due on February 9, 2008. The
note principal and accrued interest is convertible into common stock at
$.025 per share.
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$ | 6,000 | $ | 6,000 | ||||
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Note
payable to an individual also a stockholder and director of the Company,
interest is being charged at 8%, the note is unsecured and due on January
10, 2009. The note principal and accrued interest is convertible into
common stock at $.025 per share
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5,000 | 5,000 | ||||||
| $ | 11,000 | $ | 11,000 | |||||
-8-
Notes to Financial
Statements – Continued
4. Issuance of Common
Stock
On August
13, 1998, the Company issued 1,000,000 shares of its $.001 par value common
stock for an aggregate price of $1,000.
In
February 1999, pursuant to Rule 504 of Regulation D of the Securities and
Exchange Commission, the Company sold 17,500 shares of its common stock at a
price of $1.00 per share. Costs of $6,471 associated directly with the offering
were offset against the proceeds.
On
December 15, 2000, an officer and stockholder of the Company returned 600,000
shares of common stock to authorized but unissued shares.
On
February 5, 2001, the Company authorized a 6 for 1 forward split. The
stock split has been accounted for retroactively in the accompanying financial
statements.
5. Warrants and
Options
No
options or warrants are outstanding to acquire the Company's common
stock.
6. Income
Taxes
The
Company has had no taxable income under Federal or State tax laws. The Company
has loss carryforwards totaling $28,110 that may be offset against future
federal income taxes. If not used, the carryforwards will expire between 2022
and 2028. Due to the Company being in the development stage and incurring net
operating losses, a valuation allowance has been provided to reduce the deferred
tax assets from the net operating losses to zero. Therefore, there are no tax
benefits recognized in the accompanying statement of operations.
-9-
Notes to Financial
Statements - Continued
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7.
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Going
Concern
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As shown
in the accompanying financial statements, the Company incurred a net loss of
$2,806 during the three months ended December 31, 2008 and accumulated losses of
$30,916 since inception at June 10, 1998. The Company’s current liabilities
exceed its current assets by $16,424 at December 31, 2008. These factors create
an uncertainty as to the Company’s ability to continue as a going concern. The
ability of the Company to continue as a going concern is dependent upon the
success of raising additional capital through the issuance of common stock and
the ability to generate sufficient operating revenue. The financial statements
do not include any adjustments that might be necessary should the Company be
unable to continue as a going concern.
-10-
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The
Company’s management is seeking and intends to acquire interests in various
business opportunities which, in the opinion of management, will provide a
profit to the Company but it does not have the working capital to be successful
in this effort.
Three Period
Ended December 31, 2008 and 2007
The
Company did not generate any revenue during the three months ended December 31,
2008 and 2007.
General
and administrative expenses were $2,544 for the three months ended December 31,
2008, compared to general and administrative expenses of $2,176 for the same
period in 2007. Interest expense was $262 for the three months ended
December 31, 2008 compared to $162 for the same period in 2007. Expenses were
largely due to accounting, legal and other professional costs. As a result of
the foregoing, the Company realized net losses of $2,806 for the three months
ended December 31, 2008 compared to $2,338 for the same period in
2007. The Company’s net loss is attributable to a lack of business
and ongoing professional costs associated with preparing the Company’s public
reports.
Liquidity
and Capital Resources
At
December 31, 2008, assets consisted of $1,077 in cash. Liabilities
consisted of $2,744 in accounts payable, $1,652 in accrued interest, a note
payable of $2,105, and $11,000 in notes payable to two stockholders,
for total liabilities of $17,501, leaving the Company without any working
capital.
Since
2007, the Company has borrowed money from stockholders of the
Company. At December 31, 2008 the outstanding balance is
$11,000. The notes are unsecured, bear interest at 8% and are
convertible into common stock at $.025 per share.
Currently,
the Company has no material commitments for capital
expenditures. Management anticipates that operating expenses for the
next twelve months will be approximately $5,000 to $7,000. Management
understands that it does not have sufficient cash to meet its immediate
operational needs and will require additional capital to cover ongoing operating
expenses. Management may attempt to raise additional capital for its
current operational needs through loans from its officers or shareholders, debt
financing, equity financing or a combination of financing
options. However, there are no existing understandings, commitments
or agreements for such an infusion; nor can there be assurances to that
effect.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
Required by smaller reporting companies.
-11-
ITEM 4T.
CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures. Our management, with the participation of
our president/chief financial officer, carried out an evaluation of the
effectiveness of our "disclosure controls and procedures" (as defined in the
Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(e) and
15-d-15(e)) as of the end of our last fiscal quarter, December 31, 2008, (the
"Evaluation Date"). Based upon that evaluation, our president/chief financial
officer concluded that, as of the Evaluation Date, our disclosure controls and
procedures are effective to ensure that information required to be disclosed by
us in the reports that we file or submit under the Exchange Act (i) is recorded,
processed, summarized and reported, within the time periods specified in the
SEC's rules and forms and (ii) is accumulated and communicated to our
management, including our president and our chief financial officer, as
appropriate to allow timely decisions regarding required
disclosure.
Changes
in Internal Control Over Financial Reporting. There were no changes in our
internal controls over financial reporting that occurred during our last fiscal
quarter (ended December 31, 2008) that materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.
PART
2 - OTHER INFORMATION
ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
31.1 Rule 13a-14(a)/15d-14(a) Certification.
Exhibit 32.1 Certification by the Chief Executive
Officer/Acting Chief Financial Officer Relating to a Periodic Report Containing
Financial Statements.*zzzzzzzzzzzzzzzzz
(b) Reports
on Form 8-K.
There
were no reports filed on Form 8-K during the period covered by this
report.
* The
Exhibit attached to this Form 10-Q shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or
otherwise subject to liability under that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
-12-
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned there unto
duly authorized.
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Yummies,
Inc.
|
|
|
[Registrant]
|
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S/ Dianne Hatton-Ward
|
|
|
Dianne
Hatton-Ward
|
|
|
President
& Treasurer
|
February
13, 2009
-13-