YUMMIES INC - Annual Report: 2009 (Form 10-K)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
10-K
( x )
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934 (FEE REQUIRED)
For
the fiscal year ended September
30, 2009
(
) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission
File number
000-32361
YUMMIES, INC.
(Exact
name of registrant as specified in charter)
|
Nevada
|
87-0615629
|
|
State
or other jurisdiction of incorporation or organization
|
(I.R.S.
Employer I.D. No.)
|
|
1981
East Murray Holladay Road, Salt
Lake City, Utah
|
84117
|
|
(Address
of principal executive offices)
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(Zip
Code)
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Issuer's
telephone number, including area code 801-272-9294
Securities
registered pursuant to section 12 (b) of the Act:
|
Title of each
class
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Name of each exchange
on which registered
|
|
None
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None
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Securities
registered pursuant to section 12 (g ) of the Act:
Common
(Title
of Class)
Indicate
by checkmark if registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.
|
Yes [ ] No
[X]
|
Indicate
by checkmark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
|
Yes [X] No
[ ]
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Page
-1-
Indicate
by checkmark
whether the Issuer (1) filed
all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the Company 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 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 (§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 [ ]
|
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate
by checkmark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definition
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 [
] S maller 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 [ ]
|
State the
aggregate market value of the voting stock held by nonaffiliates of the
registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within the past 60 days.
At
December 1, 2009, the aggregate market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.
(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)
As of
December 1, 2009, the registrant had 2,505,000 shares of common stock issued and
outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
List
hereunder the following documents if incorporated by reference and the part of
the form 10- KSB (e.g., part I, part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) any proxy or other
information statement; and (3) Any prospectus filed pursuant to rule 424 (b) or
© under the Securities Act of 1933: None
Page
-2-
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TABLE
OF CONTENTS
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PART
I
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Page
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ITEM
1.
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DESCRIPTION
OF BUSINESS
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4
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ITEM
1A.
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RISK
FACTORS
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8
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|
ITEM
2.
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DESCRIPTION
OF PROPERTIES
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11
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|
ITEM
3.
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LEGAL
PROCEEDINGS
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12
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|
ITEM
4.
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SUBMISSION
OF MATTERS TO VOTE OF SECURITY HOLDERS
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12
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PART
II
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||
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ITEM
5.
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MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
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12
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ITEM
6.
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SELECTED
FINANCIAL DATA
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13
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ITEM
7.
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MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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14
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ITEM
7A.
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QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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14
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ITEM
8.
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FINANCIAL
STATEMENTS
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15
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ITEM
9.
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CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
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15
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ITEM
9A.
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CONTROLS
AND PROCEDURES
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15
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ITEM
9B.
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OTHER
INFORMATION
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16
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PART
III
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||
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ITEM
10.
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DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16 (a) OF THE EXCHANGE ACT
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16
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ITEM
11.
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EXECUTIVE
COMPENSATION
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18
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ITEM
12.
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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19
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ITEM
13.
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
19
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PART
IV
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||
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ITEM
14.
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PRINCIPAL
ACCOUNTANT FEES AND SERVICES
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20
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ITEM
15.
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EXHIBITS
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21
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Page
-3-
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ITEM
1. DESCRIPTION OF BUSINESS
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History
and Organization
YUMMIES,
INC., (hereinafter “The Company”) was originally incorporated on June 11, 1998,
pursuant to the Nevada Business Corporation Act. Its Articles of
Incorporation provide for authorized capital of Fifty Million (50,000,000)
shares of common stock with a $0.001 par value. The Company was formed with the
stated purpose of engaging in the business of rental of boats and personal water
craft and engaging in any other lawful business activity. In pursuing its
business objective, the Company undertook offering of 40,000 shares of its
common stock at $1.00 share pursuant to Rule 504 of Regulation D, as promulgated
by the US Securities and Exchange Commission, and pursuant to sate law
exemptions from registration in the States of Utah and Florida. The specific
purpose of the offering was to allow the Company to raise sufficient funds to
purchase one water ski boat with trailer to be rented to recreational users at
various lakes in the Wasatch front. Specifically the use of proceeds provided
for the below allocations, assuming the maximum was sold:
|
Costs
of Offering
|
$ | 10,000 | ||
|
Acquisition
of Ski boat & Trailer
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$ | 25,000 | ||
|
Operating
Capital
|
$ | 5,000 | ||
|
Total:
|
$ | 40,000 |
Because
of changes in Rule 504 that became effective April 7, 1999, the Company was
unable to offer its securities for sale past that date, having sold only 17,500
shares and raising $17,500. After that point in time the Company
sought other avenues for accomplishing its goal. Those included raising
additional monies through a private placement, seeking financing for part of the
costs of the boat & trailer, and looking at used boats rather than new
boats. None of these were successful. The ultimate result of the Company’s
efforts was that it does not have sufficient funds to pursue its initial
business plan. As of December 31, 2000 the Company’s assets consisted of $12,029
on deposit at the Company’s bank.
The
Company never engaged in an active trade or business throughout the period from
inception to date. By January of 2001, because of the limited
capitalization of the company, management saw no alternatives other than
abandoning its original business plan and seeking other business opportunities
which its limited capital might support. Management believed that the most cost
effective direction for the Company to pursue would be to locate a suitable
merger or acquisition candidate. Because this represented a complete change from
the use of funds set forth in the Rule 504 placement, a special shareholders
meeting was held on February 5, 2001 to discuss the meeting and vote on certain
matters. Specifically these were:(1) to re-elect Dianne Hatton-Ward as the sole
director; (2) to authorize a change, as set forth in the proxy
statement, in the use of proceeds raised in the Company’s offering made under
Regulation D, Rule 504 and; (3) to authorize a 6 to 1 forward split of the
Company's outstanding shares while maintaining the authorized shares at
50,000,000 and the par value at $.001. Because the matter affected a change in
the use of funds which had been raised under the 504 placement, management
agreed to abstain from voting its shares and allow the matters above to be
decided by a majority of the holders of the 17,500 shares sold. All matters were
approved at the February 5th
meeting by a majority vote on the 17,500 shares held by non-affiliates and the
forward split became effective that date. The Company has since been in the
development stage and has been engaged in the activity of seeking profitable
business opportunities.
Page
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Business.
Other
than the above-referenced matters and seeking and investigating potential
assets, properties or businesses to acquire, the Company has had no business
operations since inception. To the extent that the Company intends to
continue to seek the acquisition of assets, property or business that may
benefit the Company and its stockholders, it is essentially a "blank check"
company. Because the Company has limited assets and conducts no
business, management anticipates that any such acquisition would require it to
issue shares of its common stock as the sole consideration for the
acquisition. This may result in substantial dilution of the shares of
current stockholders. The Company's Board of Directors shall make the
final determination whether to complete any such acquisition; the approval of
stockholders will not be sought unless required by applicable laws, rules and
regulations, its Articles of Incorporation or Bylaws, or
contract. The Company makes no assurance that any future enterprise
will be profitable or successful.
The
Company is not currently engaging in any substantive business activity and has
no plans to engage in any such activity in the foreseeable future. In
its present form, the Company may be deemed to be a vehicle to acquire or merge
with a business or company. The Company does not intend to restrict
its search to any particular business or industry, and the areas in which it
will seek out acquisitions, reorganizations or mergers may include, but will not
be limited to, the fields of high technology, manufacturing, natural resources,
service, research and development, communications, transportation, insurance,
brokerage, finance and all medically related fields, among
others. The Company recognizes that the number of suitable potential
business ventures that may be available to it may be extremely limited, and may
be restricted to entities who desire to avoid what these entities may deem to be
the adverse factors related to an initial public offering
("IPO"). The most prevalent of these factors include substantial time
requirements, legal and accounting costs, the inability to obtain an underwriter
who is willing to publicly offer and sell shares, the lack of or the inability
to obtain the required financial statements for such an undertaking, limitations
on the amount of dilution to public investors in comparison to the stockholders
of any such entities, along with other conditions or requirements imposed by
various federal and state securities laws, rules and regulations. Any
of these types of entities, regardless of their prospects, would require the
Company to issue a substantial number of shares of its common stock to complete
any such acquisition, reorganization or merger, usually amounting to between 80
and 95 percent of the outstanding shares of the Company following the completion
of any such transaction; accordingly, investments in any such private entity, if
available, would be much more favorable than any investment in the
Company.
In the
event that the Company engages in any transaction resulting in a change of
control of the Company and/or the acquisition of a business, the Company will be
required to file with the Commission a Current Report on Form 8-K within the
time periods provided for in the form. A filing on Form 8-K also
requires the filing of audited financial statements of the business acquired, as
well as pro forma financial information consisting of a pro forma condensed
balance sheet, pro forma statements of income and accompanying explanatory
notes.
Management
intends to consider a number of factors prior to making any decision as to
whether to participate in any specific business endeavor, none of which may be
determinative or provide any assurance of success. These may include,
but will not be limited to an analysis of the quality of the entity's management
personnel; the anticipated acceptability of any new products or marketing
concepts; the merit of technological changes; its present financial condition,
projected growth potential and available technical, financial and managerial
resources; its working capital, history of operations and future prospects; the
nature of its present and expected competition; the quality and experience of
its management services and the depth of its management; its potential for
further research, development or exploration; risk factors specifically related
to its business operations; its potential for growth, expansion and profit; the
perceived public recognition or acceptance of its products, services, trademarks
and name identification; and numerous other factors which are difficult, if not
impossible, to properly or accurately analyze, let alone describe or identify,
without referring to specific objective criteria.
Page
-5-
Regardless,
the results of operations of any specific entity may not necessarily be
indicative of what may occur in the future, by reason of changing market
strategies, plant or product expansion, changes in product emphasis, future
management personnel and changes in innumerable other
factors. Further, in the case of a new business venture or one that
is in a research and development mode, the risks will be substantial, and there
will be no objective criteria to examine the effectiveness or the abilities of
its management or its business objectives. Also, a firm market for
its products or services may yet need to be established, and with no past track
record, the profitability of any such entity will be unproven and cannot be
predicted with any certainty.
Management
will attempt to meet personally with management and key personnel of the entity
sponsoring any business opportunity afforded to the Company, visit and inspect
material facilities, obtain independent analysis or verification of information
provided and gathered, check references of management and key personnel and
conduct other reasonably prudent measures calculated to ensure a reasonably
thorough review of any particular business opportunity; however, due to time
constraints of management, these activities may be limited.
The
Company is unable to predict the time as to when and if it may actually
participate in any specific business endeavor. The Company
anticipates that proposed business ventures will be made available to it through
personal contacts of directors, executive officers and principal stockholders,
professional advisors, broker dealers in securities, venture capital personnel,
members of the financial community and others who may present unsolicited
proposals. In certain cases, the Company may agree to pay a finder's
fee or to otherwise compensate the persons who submit a potential business
endeavor in which the Company eventually participates. Such persons
may include the Company's directors, executive officers, beneficial owners or
their affiliates. In this event, such fees may become a factor in
negotiations regarding a potential acquisition and, accordingly, may present a
conflict of interest for such individuals.
Although
the Company has not identified any potential acquisition target, the possibility
exists that the Company may acquire or merge with a business or company in which
the Company's executive officers, directors, beneficial owners or their
affiliates may have an ownership interest. Current Company policy
does not prohibit such transactions. Because no such transaction is
currently contemplated, it is impossible to estimate the potential pecuniary
benefits to these persons.
Further,
substantial fees are often paid in connection with the completion of these types
of acquisitions, reorganizations or mergers, ranging from a small amount to as
much as $250,000. These fees are usually divided among promoters or
founders, after deduction of legal, accounting and other related expenses, and
it is not unusual for a portion of these fees to be paid to members of
management or to principal stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them. In the
event that such fees are paid, they may become a factor in negotiations
regarding any potential acquisition by the Company and, accordingly, may present
a conflict of interest for such individuals.
Page
-6-
Principal Products and
Services.
The
limited business operations of the Company, as now contemplated, involve those
of a "blank check" company. The only activities to be conducted by
the Company are to manage its current limited assets and to seek out and
investigate the acquisition of any viable business opportunity by purchase and
exchange for securities of the Company or pursuant to a reorganization or merger
through which securities of the Company will be issued or
exchanged.
Distribution
Methods of the Products or Services.
Management
will seek out and investigate business opportunities through every reasonably
available fashion, including personal contacts, professionals, securities broker
dealers, venture capital personnel, members of the financial community and
others who may present unsolicited proposals; the Company may also advertise its
availability as a vehicle to bring a company to the public market through a
"reverse" reorganization or merger.
Status
of any Publicly Announced New Product or Service.
None; not
applicable.
Competitive
Business Conditions.
Management
believes that there are literally thousands of "blank check" companies engaged
in endeavors similar to those engaged in by the Company; many of these companies
have substantial current assets and cash reserves. Competitors also
include thousands of other publicly-held companies whose business operations
have proven unsuccessful, and whose only viable business opportunity is that of
providing a publicly-held vehicle through which a private entity may have access
to the public capital markets. There is no reasonable way to predict
the competitive position of the Company or any other entity in the strata of
these endeavors; however, the Company, having limited assets and cash reserves,
will no doubt be at a competitive disadvantage in competing with entities which
have recently completed IPO's, have significant cash resources and have recent
operating histories when compared with the complete lack of any substantive
operations by the Company for the past several years.
Sources
and Availability of Raw Materials and Names of Principal Suppliers.
None; not
applicable.
Dependence
on One or a Few Major Customers.
None; not
applicable.
Patents,
Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or
Labor Contracts.
None; not
applicable.
Need
for any Governmental Approval of Principal Products or Services.
Because
the Company currently produces no products or services, it is not presently
subject to any governmental regulation in this regard. However, in
the event that the Company engages in a merger or acquisition transaction with
an entity that engages in such activities, it will become subject to all
governmental approval requirements to which the merged or acquired entity is
subject.
Page
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Effect
of Existing or Probable Governmental Regulations on Business.
The
integrated disclosure system for small business issuers adopted by the
Commission in Release No. 34-30968 and effective as of August 13,
1992, substantially modified the information and financial requirements of a
"Small Business Issuer," defined to be an issuer that has revenues of less than
$25 million; is a U.S. or Canadian issuer; is not an investment
company; and if a majority-owned subsidiary, the parent is also a small business
issuer; provided, however, an entity is not a small business issuer if it has a
public float (the aggregate market value of the issuer's outstanding securities
held by non-affiliates) of $25 million or more.
The
Commission, state securities commissions and the North American Securities
Administrators Association, Inc. ("NASAA") have expressed an interest
in adopting policies that will streamline the registration process and make it
easier for a small business issuer to have access to the public capital
markets. The present laws, rules and regulations designed to promote
availability to the small business issuer of these capital markets and similar
laws, rules and regulations that may be adopted in the future will substantially
limit the demand for "blank check" companies like the Company, and may make the
use of these companies obsolete.
Research
and Development.
None; not
applicable.
Cost
and Effects of Compliance with Environmental Laws.
None; not
applicable. However, environmental laws, rules and regulations may
have an adverse effect on any business venture viewed by the Company as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to the Company
for acquisition, reorganization or merger.
Number
of Employees.
None.
|
ITEM
1A. RISK FACTORS
|
The
Company’s business is subject to numerous risk factors, including the
following.
The Company has had very limited
operating history and no revenues or earnings from operations. The
Company has no significant assets or financial resources. The Company will, in
all likelihood, sustain operating expenses without corresponding revenues, at
least until the consummation of a business combination. This may result in the
Company incurring a net operating loss which will increase continuously until
the Company can consummate a business combination with a target company. There
is no assurance that the Company can identify such a target company and
consummate such a business combination.
Our proposed business plan is
speculative in nature. The success of the Company’s proposed
plan of operation will depend to a great extent on the operations, financial
condition and management of the identified target company. While management will
prefer business combinations with entities having established operating
histories, there can be no assurance that the Company will be successful in
locating candidates meeting such criteria. In the event the Company completes a
business combination, of which there can be no assurance, the success of the
Company’s operations will be dependent upon management of the target company and
numerous other factors beyond the Company’s control.
Page
-8-
The Company is and will continue to
be an insignificant participant in the business of seeking mergers with and
acquisitions of business entities. A large number of established and
well-financed entities, including venture capital firms, are active in mergers
and acquisitions of companies which may be merger or acquisition target
candidates for the Company. Nearly all such entities have significantly greater
financial resources, technical expertise and managerial capabilities than the
Company and, consequently, the Company will be at a competitive disadvantage in
identifying possible business opportunities and successfully completing a
business combination. Moreover, the Company will also compete with numerous
other small public companies in seeking merger or acquisition
candidates.
The Company has no current
arrangement, agreement or understanding with respect to engaging in a merger
with or acquisition of a specific business entity. There can be no
assurance that the Company will be successful in identifying and evaluating
suitable business opportunities or in concluding a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation by the Company. There is no assurance that the
Company will be able to negotiate a business combination on terms favorable to
the Company. The Company has not established a specific length of operating
history or a specified level of earnings, assets, net worth or other criteria
which it will require a target company to have achieved, or without which the
Company would not consider a business combination with such business entity.
Accordingly, the Company may enter into a business combination with a business
entity having no significant operating history, losses, limited or no potential
for immediate earnings, limited assets, negative net worth or other negative
characteristics.
Our management has limited time to
devote to our business. While seeking a business combination, management
anticipates devoting only a limited amount of time per month to the business of
the Company. The Company’s sole officer has not entered into a written
employment agreement with the Company and he is not expected to do so in the
foreseeable future. The Company has not obtained key man life insurance on its
officer and director. Notwithstanding the combined limited experience and time
commitment of management, loss of the services of this individual would
adversely affect development of the Company’s business and its likelihood of
continuing operations.
The Company’s officer and director
participates in other business ventures which may compete directly with the
Company. Additional conflicts of interest and non-arms length
transactions may also arise in the future. Management has adopted a
policy that the Company will not seek a merger with, or acquisition of, any
entity in which any member of management serves as an officer, director or
partner, or in which they or their family members own or hold any ownership
interest.
Reporting requirements may delay or
preclude an acquisition. Section 13 of the Securities Exchange Act of
1934 (the “Exchange Act”) requires companies subject thereto to provide certain
information about significant acquisitions including certified financial
statements for the company acquired covering one or two years, depending on the
relative size of the acquisition. The time and additional costs that may be
incurred by some target companies to prepare such financial statements may
significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company. Acquisition prospects that do not have or
are unable to obtain the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the Exchange Act are
applicable.
Page
-9-
The Company has neither conducted,
nor have others made available to it, market research indicating that demand
exists for the transactions contemplated by the Company. Even in the
event demand exists for a merger or acquisition of the type contemplated by the
Company, there is no assurance the Company will be successful in completing any
such business combination.
The Company’s proposed operations,
even if successful, will in all likelihood result in the Company engaging in a
business combination with only one business entity. Consequently, the
Company’s activities will be limited to those engaged in by the business entity
which the Company merges with or acquires. The Company’s inability to diversify
its activities into a number of areas may subject the Company to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company’s operations.
Potential for being classified an
Investment Company. Although the Company will be subject to
regulation under the Exchange Act, management believes the Company will not be
subject to regulation under the Investment Company Act of 1940, insofar as the
Company will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business combinations which
result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any violation of such Act
could subject the Company to material adverse consequences.
A business combination involving the
issuance of the Company’s common stock will, in all likelihood, result in
shareholders of a target company obtaining a controlling interest in the
Company. Any such business combination may require shareholders of the
Company to sell or transfer all or a portion of the Company’s common stock held
by them. The resulting change in control of the Company will likely result in
removal of the present officer and director of the Company and a corresponding
reduction in or elimination of his participation in the future affairs of the
Company. Currently, there are no pending acquisitions, business
combinations or mergers.
The Company’s primary plan of
operation is based upon a business combination with a business entity which, in
all likelihood, will result in the Company issuing securities to shareholders of
such business entity. The issuance of previously authorized and unissued
common stock of the Company would result in reduction in percentage of shares
owned by the present shareholders of the Company and would most likely result in
a change in control or management of the Company.
Federal and state tax consequences
will, in all likelihood, be major considerations in any business combination the
Company may undertake. Currently, such transactions may be structured so
as to result in tax-free treatment to both companies, pursuant to various
federal and state tax provisions. The Company intends to structure any business
combination so as to minimize the federal and state tax consequences to both the
Company and the target company; however, there can be no assurance that such
business combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes which may have an adverse
effect on both parties to the transaction.
Management of the Company will
request that any potential business opportunity provide audited financial
statements. One or more attractive business opportunities may choose to
forego the possibility of a business combination with the Company rather than
incur the expenses associated with preparing audited financial statements. In
such case, the Company may choose to obtain certain assurances as to the target
company’s assets, liabilities, revenues and expenses prior to consummating a
business combination, with further assurances that audited financial statements
would be provided after closing of such a transaction. Closing
documents relative thereto may include representations that the audited
financial statements will not materially differ from the representations
included in such closing documents.
Page
-10-
Our stock is subject to the Penny
Stock rules, which impose significant restrictions on the Broker-Dealers and may
affect the resale of our stock. Our stock is subject to
Penny Stock trading rules, and investors will experience resale restrictions and
a lack of liquidity. A penny stock is generally a stock that:
is not
listed on a national securities exchange or Nasdaq;
is listed
in “pink sheets” or on the NASD OTC Bulletin Board;
has a
price per share of less than $5.00; and
is issued
by a company with net tangible assets less than $5 million.
The penny
stock trading rules impose additional duties and responsibilities upon
broker-dealers and salespersons effecting purchase and sale transactions in
common stock and other equity securities, including:
determination
of the purchaser’s investment suitability;
delivery
of certain information and disclosures to the purchaser; and
receipt
of a specific purchase agreement from the purchaser prior to effecting the
purchase transaction.
Due to
the Penny Stock rules, many broker-dealers will not effect transactions in penny
stocks except on an unsolicited basis. When our common stock becomes
subject to the penny stock trading rules,
such
rules may materially limit or restrict the ability to resell our common stock,
and
the
liquidity typically associated with other publicly traded equity securities may
not exist.
It is possible that a liquid market
for our stock will never develop and you will not be able to sell your stock.
There is no assurance a market will be made in our stock. If
no market exists, you will not be able to sell your shares publicly, making your
investment of little or no value.
|
ITEM
2. DESCRIPTION OF PROPERTIES
|
The
Company's does not own any property. It presently utilizes space at
the its transfer agent, Interwest Transfer Co., Inc. on a “as needed” basis and
does not pay any rent for the space.
Page
-11-
|
ITEM
3. LEGAL PROCEEDINGS
|
None.
|
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
HOLDER
|
No
matters were submitted to the shareholders during the 4th
quarter.
PART
II
|
ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
|
Market
Information
There is
no "public market" for shares of common stock of the
Company. Although the Company’s shares are quoted on the OTC Bulletin
Board of the National Association of Securities Dealers, the Company is not
aware of any transactions having taken place thereon and no assurance can be
given that any public market for the Company’s shares will develop or be
maintained.
The
ability of an individual shareholder to trade their shares in a particular state
may be subject to various rules and regulations of that state. A
number of states require that an issuer's securities be registered in their
state or appropriately exempted from registration before the securities are
permitted to trade in that state. Presently, the Company has no plans
to register its securities in any particular state. Further, most
likely the Company's shares will be subject to the provisions of Section 15(g)
and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), commonly referred to as the "penny stock" rule. Section 15(g)
sets forth certain requirements for transactions in penny stocks and Rule
15g-9(d)(1) incorporates the definition of penny stock as that used in Rule
3a51-1 of the Exchange Act.
The
Commission generally defines penny stock to be any equity security that has a
market price less than $5.00 per share, subject to certain
exceptions. Rule 3a51-1 provides that any equity security is
considered to be a penny stock unless that security is: registered and traded on
a national securities exchange meeting specified criteria set by the Commission;
authorized for quotation on The NASDAQ Stock Market; issued by a registered
investment company; excluded from the definition on the basis of price (at least
$5.00 per share) or the issuer's net tangible assets; or exempted from the
definition by the Commission. If the Company's shares are deemed to
be a penny stock, trading in the shares will be subject to additional sales
practice requirements on broker- dealers who sell penny stocks to persons other
than established customers and accredited investors, generally persons with
assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000
together with their spouse.
Page
-12-
For
transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such securities and must have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock,
unless exempt, the rules require the delivery, prior to the first transaction,
of a risk disclosure document relating to the penny stock market. A
broker- dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, and current quotations for the
securities. Finally, monthly statements must be sent disclosing
recent price information for the penny stocks held in the account and
information on the limited market in penny stocks. Consequently,
these rules may restrict the ability of broker-dealers to trade and/or maintain
a market in the Company's Common stock and may affect the ability of
shareholders to sell their shares.
Holders
The
number of record holders of the Company's common stock as of the date of this
report is approximately 25. The Company’s transfer agent is Interwest
Transfer Company, Inc., 1981 Murray Holladay Rd., Salt Lake City, Utah
84117
Dividends
The
Company has not declared any cash dividends with respect to its common stock and
does not intend to declare dividends in the foreseeable future. The
future dividend policy of the Company cannot be ascertained with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be
formulated. There are no material restrictions limiting, or that are
likely to limit, the Company's ability to pay dividends on its common
stock.
Sales
of "Unregistered" and "Restricted" Securities Over The Past Three
Years.
None.
|
ITEM
6. SELECTED FINANCIAL DATA.
|
Since we
are a “smaller reporting company,” as defined by SEC regulation, we are not
required to provide the information required by this Item.
Page
-13-
|
ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
|
Overview
The
Company has not engaged in any material operations or had any revenues from
operations since inception. The Company's plan of operation for the
next 12 months is to continue to seek the acquisition of assets, properties or
businesses that may benefit the Company and its
stockholders. Management anticipates that to achieve any such
acquisition, the Company will issue shares of its common stock as the sole
consideration for such acquisition.
Liquidity and Capital
Resources
As of
September 30, 2009, the Company had minimal assets of $5,057 to fund its
operations. Liabilities consisted of $4,100 in accounts payable,
$2,611 in accrued interest and $19,774 in notes payable, for total liabilities
of $26,485, leaving the Company without any working capital. The
Company intends to maintain its operations in a manner which will minimize
expenses but believes that present cash resources are not sufficient for its
operations for the next 12 months. However, it believes that present
officers and shareholders will provide any necessary funds through either the
purchase of stock or loans to the Company. However, management could
be incorrect in its belief and no commitment has been made by any party to
further fund the Company’s operations
Results of
Operations
The
Company is a development stage company and has had no operations during the
fiscal year ended September 30, 2009.
Year ended September 30,
2009 compared to year ended September 30, 2008
Revenues
for the year ended September 30, 2009 were $-0- compared to $-0- for the year
ended September 30, 2008
Expenses
for the year ended September 30, 2009, including interest, were $7,810 compared
to $4,913 for the year ended September 30, 2008, an increase of
$2,897. This increase is attributable to the higher costs of
compliance with rules promulgated by the Securities & Exchange
Commission.
|
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
|
Since we
have no assets and do not have any investments in eligible portfolio companies
there is no quantitative information, as of the end of December 31, 2009, about
market risk that has any impact on our present business. Once we
begin making investments in eligible portfolio companies there will be market
risk sensitive instruments and we will disclose the applicable market risk
information at that time
Page
-14-
|
ITEM
8. FINANCIAL STATEMENTS
|
The
financial statements of the Company are included following the signature page to
this form 10-K.
|
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
|
The
Company has had no disagreements with its certified public accountants with
respect to accounting practices or procedures of financial
disclosure.
|
ITEM
9A. CONTROLS AND PROCEDURES
|
Evaluation
of disclosure controls and procedures
Under the
supervision and with the participation of our management, including our
principal executive officer/principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of September 30,
2009. Based on this evaluation, our principal executive
officer/principal financial officers has concluded that our disclosure controls
and procedures were effective to ensure that information required to be
disclosed by us in the reports we file or submit under the Exchange Act is
recorded, processed, summarized, and reported within the time periods specified
in the Securities and Exchange Commission’s rules and forms and that our
disclosure and controls are designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
accumulated and communicated to our management, including our principal
executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.
Management’s
Report on Internal Control over Financial Reporting
Management
of the Company is responsible for establishing and maintaining effective
internal control over financial reporting as defined in Rule 13a-15(f) under the
Exchange Act. The Company’s internal control over financial reporting
is designed to provide reasonable assurance to the Company’s management and
Board of Directors regarding the preparation and fair presentation of published
financial statements in accordance with United State’s generally accepted
accounting principles (US GAAP), including those policies and procedures that:
(I) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the
company, (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with US
GAAP and that receipts and expenditures are being made only in accordance with
authorizations of management and directors of the company, and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements.
Page
-15-
Management
conducted an evaluation of the effectiveness of internal control over financial
reporting based on the framework in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission. Management’s assessment included an evaluation of the
design of our internal control over financial reporting and testing of the
operational effectiveness of our internal control over financial
reporting. Based on this evaluation, Management concluded the Company
maintained effective internal control over financial reporting as of September
30, 2009.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.
Attestation
Report of Registered Public Accounting Firm
This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management’s
report in this Annual Report.
Changes
in internal controls
There
were no significant changes in our internal controls over financial reporting
that occurred during the quarter and year ended September 30, 2009 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
|
ITEM
9B. OTHER INFORMATION
|
None.
PART
III
|
ITEM
10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
|
General
The
following table sets forth certain information regarding the current directors
and executive officers of the Company:
|
Name
|
Age
|
Title
|
Position Held
Since
|
|
Susan
Santage
|
48
|
President,
Secretary,
Treasurer
and Director
|
5/22/2009
|
Page
-16-
All
directors hold office until the next annual meeting of stockholders and until
their successors have been duly elected and qualified. There are no
agreements with respect to the election of directors. The Company has
not compensated its directors for service on the Board of Directors or any
committee thereof. As of the date hereof, no director has accrued any
expenses or compensation. Officers are appointed annually by the
Board of Directors and each executive officer serves at the discretion of the
Board of Directors. The Company does not have any standing committees
at this time. The Company does not have separate audit or
compensation committees, as a result thereof the Company’s entire board of
directors acts as the compensation and audit committee.
Code of
Ethics. The Company has not adopted a code of ethics that applies to
the Company's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, because it has not commenced development of its
business.
The
business experience of each of the persons listed above during the past five
years is as follows:
Susan
Santage: Director and President, Secretary, Treasurer
Susan Santage, Ms. Santage
graduated from Salt Lake Community College in 1989 with an AAS in Graphic
Design. In 1984, Ms. Santage graduated from the Salt Lake School of
Interior Design. From 1989 to the present date, Ms. Santage has
engaged in freelance graphic design where she has contracted with several
companies including Break-thru Industries, KLCY Radio Station, Phoenix Aviation,
Inc., and the Salt Lake Community College. Ms. Santage, since 2000,
has been secretary, treasurer and director of Framewaves, Inc.
Compliance with Section
16(a) of the Exchange Act
Except as
indicated below, to the knowledge of management, during the past five years, no
present or former director, executive officer or person nominated to become a
director or an executive officer of the Company:
(1) filed
a petition under the federal bankruptcy laws or any state insolvency law, nor
had a receiver, fiscal agent or similar officer appointed by a court for the
business or property of such person, or any partnership in which he was a
general partner at or within two years before the time of such
filing;
(2) was
convicted in a criminal proceeding or named subject of a pending criminal
proceeding (excluding traffic violations and other minor offenses);
(3) was
the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining him from or otherwise limiting, the following
activities:
(i) acting
as a futures commission merchant, introducing broker, commodity trading advisor,
commodity pool operator, floor broker, leverage transaction merchant, associated
person of any of the foregoing, or as an investment advisor, underwriter, broker
or dealer in securities, or as an affiliate person, director or employee of any
investment company, or engaging in or continuing any conduct or practice in
connection with such activity;
(ii) engaging
in any type of business practice; or
(iii) engaging
in any activity in connection with the purchase or sale of any security or
commodity or in connection with any violation of federal or state securities
laws or federal commodities laws;
Page
-17-
(4) was
the subject of any order, judgment, or decree, not subsequently reversed,
suspended, or vacated, of any federal or state authority barring, suspending or
otherwise limiting for more than 60 days the right of such person to engage in
any activity described above under this Item, or to be associated with persons
engaged in any such activity;
(5) was
found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission to have violated any federal or state
securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated.
(6) was
found by a court of competent jurisdiction in a civil action or by the Commodity
Futures Trading Commission to have violated any federal commodities law, and the
judgement in such civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.
Since the
Company became subject to Section 16(a), the Company knows of no person, who at
any time during the subsequent fiscal years, was a director, officer, beneficial
owner of more than ten percent of any class of equity securities of the
registrant registered pursuant to Section 12 ("Reporting Person"), that failed
to file on a timely basis any reports required to be furnished pursuant to
Section 16 (a). Based upon a review of Forms 3 and 4 furnished to the
registrant under Rule 16a-3(d) during its most recent fiscal year, other than
disclosed below, the registrant knows of no Reporting Person that failed to file
the required reports during the most recent fiscal year or prior
years.
The
following table sets forth as of September 30, 2009, the name and position of
each Reporting Person that failed to file on a timely basis any reports required
pursuant to Section 16(a) during the most recent fiscal year or prior
years.
|
Name
|
Position
|
Reports
Filed
|
|
NONE
|
|
ITEM
11. EXECUTIVE COMPENSATION
|
Cash
Compensation
There was
no cash compensation paid to any director or executive officer of the Company
during the fiscal years ended September 30, 2009, 2008, and 2007.
Bonuses
and Deferred Compensation
None.
Compensation
Pursuant to Plans
None.
Pension
Table
None.
Other
Compensation
None.
Compensation
of Directors
None.
Page
-18-
Termination
of Employment and Change of Control Arrangement
There are
no compensatory plans or arrangements, including payments to be received from
the Company, with respect to any person named in Cash Compensation set out above
which would in any way result in payments to any such person because of his
resignation, retirement, or other termination of such person's employment with
the Company or its subsidiaries, or any change in control of the Company, or a
change in the person's responsibilities following a changing in control of the
Company.
|
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
|
The
following table sets forth certain information furnished by current management
concerning the ownership of common stock of the Company as of September 30,
2009, of (I) each person who is known to the Company to be the beneficial owner
of more than 5 percent of the Common Stock; (ii) all directors and executive
officers; and (iii) directors and executive officers of the Company as a
group.
|
Name
and Address
|
Amount
and Nature of
|
Percent
|
|
Beneficial
Owner
|
Beneficial
Ownership
|
of
Class
|
|
Susan
Santage (Pres/Dir)
|
1,690,000*
|
67.5
|
|
11981
Murray Holladay Rd.
|
||
|
Salt
Lake City, Utah 84117
|
||
|
All
officers and directors as a group
|
1,690,000
|
67.5%
|
|
*
After 6 to one forward split on February 5,
2001.
|
||
|
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|
Transactions
with Management and Others
Except as
indicated below, and for the periods indicated, there were no material
transactions, or series of similar transactions, since the beginning of the
Company's last fiscal year, or any currently proposed transactions, or series of
similar transactions, to which the Company was or is to be party, in which the
amount involved exceeds $60,000, and in which any director or executive officer,
or any security holder who is known by the Company to own of record or
beneficially more than 5% of any class of the Company's common stock, or any
member of the immediate family of any of the foregoing persons, has an
interest.
In June
of 1998, in a private transaction, the Company sold 1,000,000 pre-forward split
shares to Dianne Hatton-Ward, its former president, to cover in order to fund
certain expenses of the Company. This transaction is deemed exempt
pursuant to Section 4(2) of the Act. On December 15, 2000
Ms. Hatton-Ward contributed back to the Company for cancellation
600,000 pre-forward split shares owned by her.
On
February 9, 2007 a stockholder of the Company loaned the Company
$6,000. On January 10, 2008 and on May 22, 2009 another shareholder
and present director of the company loaned the Company $5,000 and $5,000,
respectively. Each note matures in one year and earns interest at
8%. The note principal and accrued interest is convertible into
common stock at $.025 per share.
Page
-19-
Indebtedness
of Management
There
were no material transactions, or series of similar transactions, since the
beginning of the Company's last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which the Company was or is
to be a party, in which the amount involved exceeds $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than 5% of any class of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.
Transactions
with Promoters
There
have no material transactions between the Company and its promoters or
founders.
|
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
Audit
Fees. The aggregate fees billed for professional services rendered by
our principal accountant for the audit of our annual financial statements,
review of financial statements included in our quarterly reports and other fees
that are normally provided by the accountant in connection with statutory and
regulatory filings or engagements for the fiscal years ended September 30, 2009
and 2008 were $3,950.00 and $3,125.00, respectively.
Audit-Related
Fees. The aggregate fees billed for assurance and related services by
our principal accountant that are reasonably related to the performance of the
audit or review of our financial statements, other than those previously
reported in this Item 14, for the fiscal years ended September 30, 2009 and 2008
were $-0- and $-0-, respectively.
Tax
Fees. The aggregate fees billed for professional services rendered by
our principal accountant for tax compliance, tax advice and tax planning for the
fiscal years ended September 30, 2009 and 2008 were $150 and $150.00,
respectively. These fees related to the preparation of federal income
and state franchise tax returns.
All Other
Fees. There were no other fees billed for products or services
provided by the principal accountant, other than those previously reported in
this Item 14, for the fiscal years ended September 30, 2009 and
2008.
Audit
Committee. The Company's Board of Directors functions as its audit
committee. All of the services described above in this Item 14 for
the year ended September 30, 2009, were approved by the Board of
Directors.
Page
-20-
|
ITEM
15. EXHIBITS
|
(a)
(1) Financial
Statements. The following financial statements are included in this
report:
|
Title of
Document
|
Page
|
|
Report
of Burnham & Schumm P.C., Certified Public Accountants
|
23
|
|
Balance
Sheets as of September 30, 2009 and 2008
|
24
|
|
Statements
of Operations for years ended September 30, 2009, 2008 and 2007 and the
period June 10, 1998 to September 30, 2009
|
25
|
|
Statements
of Changes in Stockholders' Equity for the period June 10, 1998 to
September 30, 2009
|
26
|
|
Statements
of Cash Flows for the years ended September 30, 2009, 2008 and 2007 and
the period June 10, 1998 to September 30, 2009
|
28
|
|
Notes
to Financial Statements
|
30
|
(a)(2) Financial Statement Schedules.
The following financial statement schedules are included as part of this
report:
None.
(a)(3) Exhibits. The following
exhibits are included as part of this report by reference:
|
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.*
|
* The
Exhibit attached to this Form 10-K 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.
Page
-21-
|
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.
|
YUMMIES,
INC.
|
|
|
(Registrant)
|
|
|
Dated: 19 day of December, 2009.
|
By:S/ Susan
Santage
|
|
Susan
Santage
|
|
|
President
and Director
|
Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities indicated on
the 19thday of December 2009.
Susan
Santage
Sole
Director, President and Treasurer
Page
-22-
YUMMIES,
INC.
(A
Development Stage Company)
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Stockholders
of
Yummies, Inc.
We have
audited the accompanying balance sheets of Yummies, Inc. (a Nevada corporation
and development stage company) as of September 30, 2009 and 2008, and the
related statements of operations, stockholders' equity and cash flows for years
ended September 30, 2009, 2008, and 2007. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Yummies, Inc. as of September 30,
2009 and 2008, and the results of its operations and its cash flows for the
years ended September 30, 2009, 2008, and 2007 in conformity with U.S. generally
accepted accounting principles.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As disclosed in Note 7 to the financial
statements, the Company incurred a net loss of $7,810, and $4,931, respectively,
during the years ended September 30, 2009 and 2008, and as of September 30,
2009, the Company’s current liabilities exceeded its current assets by $21,428.
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 additional capital contributions from the sale of stock and the
ability to generate 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.
S/
Burnham & Schumm
Salt Lake
City, Utah
November
25, 2009
Page
-23-
YUMMIES,
INC.
(A
Development Stage Company)
BALANCE
SHEETS
SEPTEMBER
30, 2009 AND 2008
|
|
||||||||
|
2009
|
2008
|
|||||||
|
Assets
|
||||||||
|
Current
Assets:
|
||||||||
|
Cash
|
$ | 5,057 | $ | 4,778 | ||||
|
Total
current assets
|
5,057 | 4,778 | ||||||
|
Total
Assets
|
$ | 5,057 | $ | 4,778 | ||||
|
Liabilities and
Stockholders' Equity
|
||||||||
|
Current
Liabilities:
|
||||||||
|
Accounts
payable
|
$ | 4,100 | $ | 3,901 | ||||
|
Interest
payable
|
552 | 336 | ||||||
|
Interest
payable, stockholder
|
2,059 | 1,054 | ||||||
|
Notes
payable
|
3,774 | 2,105 | ||||||
|
Notes
payable, stockholders
|
16,000 | 11,000 | ||||||
|
Total
current liabilities
|
26,485 | 18,396 | ||||||
|
Stockholders'
Equity:
|
||||||||
|
Common
stock, $.001 par value, 50,000,000 shares authorized, 2,505,000 issued and
outstanding
|
2,505 | 2,505 | ||||||
|
Additional
paid-in capital
|
11,987 | 11,987 | ||||||
|
Deficit
accumulated during the development stage
|
(35,920 | ) | (28,110 | ) | ||||
|
Total
Stockholders' Equity
|
(21,428 | ) | (13,618 | ) | ||||
|
Total
Liabilities and Stockholders' Equity
|
$ | 5,057 | $ | 4,778 | ||||
The
accompanying notes are an integral part of the financial
statements.
Page
-24-
YUMMIES,
INC.
(A
Development Stage Company)
STATEMENTS
OF OPERATIONS
YEARS
ENDED SEPTEMBER 30, 2009, 2008 AND 2007
|
For
the
|
||||||||||||||||
|
Period
|
||||||||||||||||
|
June
10, 1998
|
||||||||||||||||
|
(Inception)
|
||||||||||||||||
|
Year
Ended
|
Year
Ended
|
Year
Ended
|
Through
|
|||||||||||||
|
September
30,
|
September
30,
|
September
30,
|
September
30,
|
|||||||||||||
|
2009
|
2008
|
2007
|
2009
|
|||||||||||||
|
Revenues
|
$ | -- | $ | -- | $ | -- | $ | -- | ||||||||
|
Expenses,
general and administrative
|
6,589 | 4,016 | 4,818 | 33,309 | ||||||||||||
|
Operating
loss
|
(6,589 | ) | (4,016 | ) | (4,818 | ) | (33,309 | ) | ||||||||
|
Other
income (expense)
|
||||||||||||||||
|
Interest
expense
|
(1,221 | ) | (915 | ) | (475 | ) | (2,611 | ) | ||||||||
|
Net
loss
|
$ | (7,810 | ) | $ | (4,913 | ) | $ | (5,293 | ) | $ | (35,920 | ) | ||||
|
Net loss per share
|
$ | -- | $ | -- | $ | -- | $ | (.01 | ) | |||||||
|
Weighted average shares outstanding
|
2,505,000 | 2,505,000 | 2,505,000 | 2,445,110 | ||||||||||||
The
accompanying notes are an integral part of the financial
statements.
Page
-25-
YUMMIES,
INC.
(A
Development Stage Company)
STATEMENTS
OF STOCKHOLDERS' EQUITY
FOR THE
PERIOD JUNE 10, 1998 (INCEPTION)
THROUGH
SEPTEMBER 30, 2009
|
Deficit
|
||||||||||||||||
|
Accumulated
|
||||||||||||||||
|
Additional
|
During
the
|
|||||||||||||||
|
Common Stock
|
Paid-in
|
Development
|
||||||||||||||
|
Shares
|
Amount
|
Capital
|
Stage
|
|||||||||||||
|
Common
stock issue for cash at $.001/share on August 13, 1998
|
1,000,000 | $ | 1,000 | $ | -- | $ | -- | |||||||||
|
Common
stock issued for cash in February 1999 net of offering costs of
$6,471
|
17,500 | 18 | 11,011 | -- | ||||||||||||
|
Common
stock returned by officer on December 15, 2000
|
(600,000 | ) | (600 | ) | 600 | -- | ||||||||||
|
6
for 1 forward stock split on February 5, 2001
|
2,087,500 | 2,087 | (2,087 | ) | -- | |||||||||||
|
Contribution
by shareholder for Company expenses paid directly by
shareholder
|
-- | -- | 2,263 | -- | ||||||||||||
|
Net
loss accumulated for the period June 10, 1998 (inception) through
September 30, 2006
|
-- | -- | -- | (17,886 | ) | |||||||||||
|
Balance,
September 30, 2006
|
2,505,000 | $ | 2,505 | $ | 11,787 | $ | (17,886 | ) | ||||||||
The
accompanying notes are an integral part of the financial
statements.
Page
-26-
YUMMIES,
INC.
(A
Development Stage Company)
STATEMENTS
OF STOCKHOLDERS' EQUITY - CONTINUED
FOR THE
PERIOD JUNE 10, 1998 (INCEPTION)
THROUGH
SEPTEMBER 30, 2009
|
Deficit
|
||||||||||||||||
|
Accumulated
|
||||||||||||||||
|
Additional
|
During
the
|
|||||||||||||||
|
Common Stock
|
Paid-in
|
Development
|
||||||||||||||
|
Shares
|
Amount
|
Capital
|
Stage
|
|||||||||||||
|
Balance,
September 30, 2006
|
2,505,000 | $ | 2,505 | $ | 11,787 | $ | (17,886 | ) | ||||||||
|
Contribution
by shareholder for company expenses paid directly by
shareholder
|
-- | -- | 200 | -- | ||||||||||||
|
Net
loss for the year ended September 30, 2007
|
-- | -- | -- | (5,293 | ) | |||||||||||
|
Balance,
September 30, 2007
|
2,505,000 | 2,505 | 11,787 | (23,179 | ) | |||||||||||
|
Net
loss for the year ended September 30, 2008
|
-- | -- | -- | (4,931 | ) | |||||||||||
|
Balance,
September 30, 2008
|
2,505,000 | 2,505 | 11,987 | (28,110 | ) | |||||||||||
|
Net
loss for the year ended September 30, 2009
|
-- | -- | -- | (7,810 | ) | |||||||||||
|
Balance,
September 30, 2009
|
2,505,000 | $ | 2,505 | $ | 11,987 | $ | (35,920 | ) | ||||||||
The
accompanying notes are an integral part of the financial
statements.
Page
-27-
YUMMIES,
INC.
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS
YEARS
ENDED SEPTEMBER 30, 2009, 2008 AND 2007
|
For
the
|
||||||||||||||||
|
Period
|
||||||||||||||||
|
June
10, 1998
|
||||||||||||||||
|
(Inception)
|
||||||||||||||||
|
Year
Ended
|
Year
Ended
|
Year
Ended
|
Through
|
|||||||||||||
|
September
30,
|
September
30,
|
September
30,
|
September
30,
|
|||||||||||||
|
2009
|
2008
|
2007
|
2009
|
|||||||||||||
|
Cash
flows from operating activities:
|
||||||||||||||||
|
Net
loss
|
$ | (7,810 | ) | $ | (4,931 | ) | $ | (5,293 | ) | $ | (35,920 | ) | ||||
|
Adjustments
to reconcile net loss to cash provided by operating
activities:
|
||||||||||||||||
|
Contribution
from shareholder
|
-- | -- | 200 | 2,463 | ||||||||||||
|
Accounts
payable converted into note payable
|
1,669 | -- | 2,105 | 3,774 | ||||||||||||
|
Increase
(decrease) in accounts payable
|
199 | 295 | (969 | ) | 4,100 | |||||||||||
|
Increase
in interest payable
|
1,221 | 915 | 475 | 2,611 | ||||||||||||
|
Net
cash used by operating activities:
|
(4,721 | ) | (3,721 | ) | (3,482 | ) | (22,972 | ) | ||||||||
|
Cash
flows from investing activities:
|
-- | -- | -- | -- | ||||||||||||
The
accompanying notes are an integral part of the financial
statements.
Page
-28-
YUMMIES,
INC.
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS - CONTINUED
YEARS
ENDED SEPTEMBER 30, 2009, 2008 AND 2007
|
For
the
|
||||||||||||||||
|
Period
|
||||||||||||||||
|
June
10, 1998
|
||||||||||||||||
|
(Inception)
|
||||||||||||||||
|
Year
Ended
|
Year
Ended
|
Year
Ended
|
Through
|
|||||||||||||
|
September
30,
|
September
30,
|
September
30,
|
September
30,
|
|||||||||||||
|
2009
|
2008
|
2007
|
2009
|
|||||||||||||
|
Cash
flows from financing activities:
|
||||||||||||||||
|
Proceeds
from related party borrowing
|
5,000 | 5,000 | 6,000 | 16,000 | ||||||||||||
|
Issuance
of common stock
|
-- | -- | -- | 12,029 | ||||||||||||
|
Net
cash provided by financing activities
|
5,000 | 5,000 | 6,000 | 28,029 | ||||||||||||
|
Net
increase (decrease) in cash
|
279 | 1,279 | 2,518 | 5,057 | ||||||||||||
|
Cash,
beginning of period
|
4,778 | 3,499 | 981 | -- | ||||||||||||
|
Cash,
end of period
|
$ | 5,057 | $ | 4,778 | $ | 3,499 | $ | 5,057 | ||||||||
|
Interest paid
|
$ | -- | $ | -- | $ | -- | $ | -- | ||||||||
|
Income taxes paid
|
$ | -- | $ | -- | $ | -- | $ | -- | ||||||||
|
Accounts payable converted into note payable
|
$ | 1,669 | $ | -- | $ | 2,105 | $ | 3,774 | ||||||||
The
accompanying notes are an integral part of the financial
statements.
Page
-29-
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 was formed to pursue 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.
|
e. Financial
Instruments
Statement
of Financial Accounting Standards (“SFAS”) No. 107, “Disclosure About Fair Value
of Financial Instruments,” requires disclosure of fair value information about
financial instruments when it is practicable to estimate that value. The
carrying amount of the Company’s cash, accounts payable, interest payable and
notes payable approximates their estimated fair values due to the short-term
maturities of those financial instruments.
Page
-30-
Notes to Financial
Statements - Continued
f. Income
Taxes
The
Company accounts for income taxes using the asset and liability method in
accordance with SFAS No. 109, “Accounting for Income Taxes.” Deferred tax asset
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 bases. Deferred tax assets and
liabilities are measure using enacted tax rates expected to apply to taxable
income in the years in which those temporary 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
enactment date. A valuation allowance is recognized against deferred tax assets
when it is more likely than not that the assets will not be
realized.
In May
2007, the FASB issued Staff Position FIN 48-1, “Definition of Settlement in FASB
Interpretation No. 48" (“FSP FIN 48-1"), which amends FASB Interpretation No.
48, “Accounting for Uncertainty in Income Taxes-an interpretation of FASB
Statement No. 109" (“FIN 48,” together with FSP FIN 48-1 referred as “FIN 48, as
amended”). As of October 1, 2007, we adopted the provisions of FIN 48, as
amended, which clarify the accounting for uncertainty in income taxes recognized
in an enterprise’s financial statements in accordance with SFAS No. 109,
“Accounting for Income Taxes.” FIN 48, as amended, prescribes a recognition
threshold and measurement attribute for financial statement recognition and
measurement of a tax position an entity takes or expects to take in a tax
return. To recognize a tax position, the tax position must be
more-likely-than-not sustainable upon examination by the relevant taxing
authority, and the relevant measurement of the position must be the largest
amount of benefit that we would more than 50% likely realize upon settlement. We
would recognize the benefit of a position in the interim reporting period during
which it meets the threshold, unless we effectively settle it earlier through
examination, negotiation, or litigation or the applicable statute of limitations
period expires.
Page
-31-
Notes to Financial
Statements - Continued
The
Company did not recognize any additional liability for unrecognized tax benefit
as a result of the implementation. As of September 30, 2009, the Company did not
increase or decrease liability for unrecognized tax benefit related to tax
positions in prior period nor did the company increase its liability for any
uncertain tax positions in the current year. Furthermore, there were no
adjustments to the liability or lapse of statute of limitation or settlements
with taxing authorities.
The
Company expects resolution of unrecognized tax benefits, if created would occur
while the 100% valuation allowance of deferred tax assets is maintained;
therefore, the Company does not expect to have any unrecognized tax benefits
that, if recognized, would affect its effective income tax rate.
The
Company will recognize interest and penalty related to unrecognized tax benefits
and penalties as income tax expense. As of September 30, 2009, the Company has
not recognized any liabilities for penalty or interest as the Company does not
have any liability for unrecognized tax benefits.
2.
Notes
Payable
On
January 10, 2007, and May 22, 2009 the Company converted $2,105 and $1,669 of
accounts payable from its transfer agent into a one-year notes
payable. The note balance of $3,774 and $2,105 at September 30, 2009
and 2008 bears interest at 8% and both principal and accrued interest
is convertible into common stock at $.025 per share. The first note payable was
due on January 10, 2008. The secured note payable is due May 22,
2010.
Page
-32-
Notes to Financial
Statements - Continued
3.
Notes Payable,
Stockholders
Stockholder
notes payable consist of the following at September 30, 2009 and
2008:
|
2009
|
2008
|
|||||||
|
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.
|
$ | 6,000 | $ | 6,000 | ||||
|
Notes
payable to an individual also a stockholder and director of the Company,
interest is being charged at 8%, the notes are unsecured and due on
January 10, 2009 and May 29, 2010, respectively. The notes
principal and accrued interest are convertible into common stock at $.025
per share.
|
10,000 | 5,000 | ||||||
| $ | 16,000 | $ | 11,000 | |||||
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 of its common
shares. The forward split has been retroactively applied in the accompanying
financial statements.
Page
-33-
Notes to Financial
Statements - Continued
5.
Warrants and Stock
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 $35,920 that may be offset against future
federal income taxes. If not used, the carryforwards will expire between 2022
and 2029. 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.
7. Going
Concern
As shown
in the accompanying financial statements, the Company incurred a net loss of
$7,810 during year ended September 30, 2009 and accumulated losses of $35,920
since inception at June 10, 1998. The Company’s current liabilities exceed its
current assets by $21,428 at September 30, 2009. 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.
Page
-34-
Notes to Financial
Statements - Continued
8.
Fair Value
Measurement
We
adopted SFAS No. 157 “Fair Value Measurements,” (“SFAS 157") effective October
1, 2008 for financial assets and liabilities measured on a recurring basis. On
February 6, 2008, the FASB deferred the effective date of SFAS 157 for all
nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis. SFAS 157 defines fair value, establishes a framework for measuring fair
value and generally accepted accounting principles and expands disclosures about
fair value measurements. This standard applies in situations where other
accounting pronouncements either permit or require fair value measurements. SFAS
157 does not require any new fair value measurements.
Fair
value is defined in SFAS 157 as the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. Fair value measurements are to be
considered from the perspective of a market participant that holds the asset or
owes the liability. SFAS 157 also establishes a fair value hierarchy which
requires an entity to maximize the use of observable inputs and minimize the use
of unobservable inputs when measuring fair value.
The
standard describes three levels of inputs that may be used to measure fair
value:
|
Level
1:
|
Quoted
prices in active markets for identical or similar assets and
liabilities.
|
| Level 2: |
Quoted
prices for identical or similar assets and liabilities in markets that are
not active or observable inputs other than quoted prices in active markets
for identical or similar assets and
liabilities.
|
| Level 3: |
Unobservable
inputs that are supported by little or no market activity and that are
significant to the fair value of the assets or
liabilities.
|
Page
-35-
Notes to Financial
Statements - Continued
The
carrying amount of the Company’s financial assets and liabilities, including
cash, accounts payable, interest payable and notes payable approximate fair
value, without being discounted, due to the short-term maturities during which
these amounts are outstanding.
9.
Subsequent Events - Date of
Management Evaluation
Management
has evaluated subsequent events through December 11, 2009 the date on which the
financial statements were available to be issued.
Page
-36-