YUMMIES INC - Annual Report: 2015 (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, 2015

(  )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

Commission File number  000-32361

(Exact name of registrant as specified in charter)

Securities registered pursuant to section 12 (g ) of the Act:

               (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 [  ]

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 [X]    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 [ ]        Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes [X]    No [   ]

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, 2015, 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, 2015, 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 (c) under the Securities Act of 1933:    None

TABLE OF CONTENTS

 

ITEM 1.  DESCRIPTION OF BUSINESS

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		$	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 has 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.

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.

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.

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.

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.

 

Going Concern. As shown in the accompanying financial statements, the Company incurred a net loss of $19,233 during year ended September 30, 2015 and accumulated losses of $109,680 since inception at June 10, 1998. The Company's current liabilities exceed its current assets by $46,203 at September 30, 2015. 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, borrowing from existing shareholders, and/or the ability to generate sufficient operating revenue.

 

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.

 

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.

 

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.

 

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 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.

ITEM 3.  LEGAL PROCEEDINGS

None.

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 and he OTC Markets OTCQB, the Company is not aware of any substantial 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.

      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.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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.

As of September 30, 2015, the Company had minimal current assets of $3,692  to fund its operations. Liabilities consisted of $5,550 in accounts payable, $15,471 in accrued interest and  $28,874 in notes payable, for total liabilities of $49,895, 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

The Company is a development stage company and has had no operations during the fiscal year ended September 30, 2015.

Year ended September 30, 2015 compared to year ended September 30, 2014

Revenues for the year ended September 30, 2015 were $-0- compared to $-0- for the year ended September 30, 2014

Expenses for the year ended September 30, 2015, including interest, were $19,233 compared to $12,746  for the year ended September 30, 2014, a 51% increase.

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 September 30, 2015, 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

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, 2015. 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.

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, 2015..

 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 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, 2015 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

The following table sets forth certain information regarding the current directors and executive officers of the Company:

 

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, from 2000 to spring 2010, was secretary, treasurer and director of Framewaves, Inc.

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;

(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, 2015, 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.

 

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, 2015, 2014, and 2013.

Bonuses and Deferred Compensation

None.

Compensation Pursuant to Plans

None.

Pension Table

 

None.

Other Compensation

 

None

Compensation of Directors

 

None.

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, 2015, 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		Amount and Nature of
Address  Beneficial Owner		Beneficial Ownership				Percent of Class
Susan Santage (Pres/Dir)			1,690,000	*			67.5
1981 Murray Holladay Rd.
Salt Lake City, Utah 84117
All officers and directors as a group			1,690,000				67.5	%

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; on May 22, 2009; on December 14, 2010; and on February 15, 2011 another shareholder and present officer/director of the company  loaned the Company $5,000;  $5,000; $4,100; 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.

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, 2015 and 2014 were $5,400 and $5,400, 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, 2015 and 2014 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, 2015 and 2014 were $150 and $150, 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, 2015 and 2014.

 

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, 2015, were approved by the Board of Directors.

ITEM 15.  EXHIBITS

(a) (1)  Financial Statements. The following financial statements are included in this report:

 

(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:

 

 

* 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.

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.

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 16th day of December 2015.

 Susan Santage

 Sole Director, President and Treasurer

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, 2015 and 2014, and the related statements of operations, stockholders' equity and cash flows for each of the years in the two-year period ended September 30, 2015. Yummies, Inc.'s management is responsible for these financial statements. 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, 2015 and 2014, and the results of its operations and its cash flows for each of the years in the two-year period ended September 30, 2015, in conformity with accounting principles generally accepted in the United States of America.

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 $19,233, and $12,746, respectively, during the years ended September 30, 2015 and 2014, and as of September 30, 2015, the Company's current liabilities exceeded its current assets by $46,203. 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 PC

Salt Lake City, Utah

December 7, 2015

 

 

 

 

 

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

 YUMMIES, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

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 FASB ASC 915 (formerly Statement of Financial Accounting Standards (SFAS) No. 7).

b.        Basis of Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") as promulgated in the United States of America.

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.

The net loss per share calculation is based on the weighted average number of shares outstanding during the period.

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.

ASC 820-10 (formerly SFAS No. 157, Fair Value Measurements) requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of September 30, 2015 and 2014, the carrying value of certain financial instruments approximates fair value due to the short-term nature of such instruments.

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 at September 30, 2015 and 2014 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 second note payable was due on May 22, 2010.

3.   Notes Payable, Stockholders

Stockholder notes payable consist of the following at September 30, 2015 and 2014: 

 

 

    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.

No options or warrants are outstanding to acquire the Company's common stock.

At September 30, 2015, and 2014, the Company had net deferred tax assets of $37,291 and $30,752, respectively. Due to uncertainties surrounding the Company's ability to generate future taxable income to realize these assets, a full valuation allowance has been established to offset the net deferred tax asset.

Notes to Financial Statements - Continued

The provision for income tax consists of the following components at September 30, 2015 and 2014:

 

 

The following reconciles income taxes reported in the financial statements to taxes that would be obtained by applying regular tax rates to income before taxes:

The Company has loss carry forwards totaling $109,680 that may be offset against future federal income taxes. If not used, the carry forwards will expire between 2021 and 2035.

As a result of the implementation of certain provisions of ASC 740, Income Taxes, (formerly FIN 48, Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109), the Company performed an analysis of its previous tax filings and determined that there were no positions taken that it considered uncertain. Therefore, there was no provision for uncertain tax positions for the years ended September 30, 2015 and 2014. Future changes in uncertain tax positions are not expected to have an impact on the effective tax rate due to the existence of the valuation allowance. The Company will continue to classify income tax penalties and interest, if any, as part of interest and other expenses in its statements of operations. The Company has incurred no interest or penalties as of September 30, 2015 and 2014.

The federal income tax returns of the Company for 2014, 2013 and 2012 are subject to examination by the IRS, generally for three years after they were filed.

7.   Going Concern

As shown in the accompanying financial statements, the Company incurred a net loss of $19,233 during year ended September 30, 2015 and accumulated losses of $109,680 since inception at June 10, 1998. The Company's current liabilities exceed its current assets by $46,203 at September 30, 2015. 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.

8.    Subsequent Events - Date of Management Evaluation

Management has evaluated subsequent events through December 13, 2015 the date on which the financial statements were available to be issued.