YUMMIES INC - Quarter Report: 2019 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10−Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2019

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File Number: 000-32361

YUMMIES, INC.

(Exact name of registrant as specified in its charter)

6F., No.516, Sec. 1, Neihu Road, Neihu District., Taipei City 114, Taiwan

(Address of principal executive offices, Zip Code)

+88 6287511886

(Registrant’s telephone number, including area code)

_____________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Securities registered pursuant to Section 12(b) of the Act:

As of August 14, 2019, there were 448,977,607 shares of the registrant’s common stock issued and outstanding.

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

YUMMIES, INC.

FINANCIAL STATEMENTS

YUMMIES, INC.

BALANCE SHEETS

JUNE 30, 2019 AND SEPTEMBER 30, 2018

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

YUMMIES, INC.

STATEMENTS OF OPERATIONS

THREE AND NINE MONTHS ENDED JUNE 30, 2019 and 2018

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

YUMMIES, INC.

STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED JUNE 30, 2019 AND 2018

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

YUMMIES, INC.

NOTES TO FINANCIAL STATEMENTS

Yummies, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on June 10, 1998.  Planned principal operations have not yet commenced. The Company was formed to pursue business opportunities. On July 1, 2019, the Company filed a Form 8-K with the U.S. Securities and Exchange Commission to report a change in shell company status. On June 18, 2019, the Company formed a wholly-owned subsidiary under the laws of Singapore, Yummies Knowledge Management Pte. Ltd. The principal activities of Yummies Knowledge Management Pte. Ltd. are in the field of management consultancy services and the provision of corporate training programs and motivational courses in various areas of management.

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 GAAP 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 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 June 30, 2019 and September 30, 2018, the carrying value of certain financial instruments approximates fair value due to the short-term nature of such instruments.

On August 13, 1998, the Company issued 1,000,000 shares of its $0.001 par value common stock for an aggregate price of $1,000.

In February 1999, pursuant to Rule 504 of Regulation D of the Securities Act of 1933, as amended, 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 December 17, 2018, the Company amended and restated its articles of incorporation. The authorized shares of common stock were increased from 50,000,000 shares to 450,000,000 shares and the par value was changed from $0.001 to $0.0001 per share. The change has been reflected retroactively in the accompanying financial statements. In addition, the Company authorized the issuance of 50,000,000 shares of preferred stock having a par value of $0.0001 per share. As of June 30, 2019, no preferred shares have been issued.

 In February 2019, pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, (the “Securities Act”) provided by Section 4(a)(2) and Regulation S thereunder, the Company sold 446,472,607 shares of its common stock at a price of $0.0001 per share for an aggregate price of $44,647. Issuance costs of $45,725 were offset against additional paid in capital in the accompanying financial statements.

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

The Company has no taxable income under Federal or State tax laws. The Company has loss carry forwards totaling $195,502 that may be offset against future federal income taxes. If not used, the carry forwards will expire between 2021 and 2038. 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. The income tax effect of the Tax Cuts and Jobs Act have been completed in accordance with FASB ASC740.

As shown in the accompanying financial statements, the Company incurred a net loss of $35,620 during the nine months ended June 30, 2019 and accumulated losses of $161,471 since inception at June 10, 1998. The Company’s current assets exceed its current liabilities by $21,373 at June 30, 2019. 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.

Management has evaluated subsequent events through July 31, 2019, the date on which the financial statements were available to be issued.

The following management’s discussion and analysis should be read in conjunction with our financial statements and the notes thereto and the other financial information appearing elsewhere in this report.

Use of Terms

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “our” and the “Company” refer to Yummies, Inc., a Nevada corporation, including our wholly-owned subsidiary formed under the laws of Singapore, Yummies Knowledge Management Pte. Ltd, on June 18, 2019.

Special Note Regarding Forward Looking Statements

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are intended to identify forward-looking statements. Such statements include, among others, those concerning any projections of earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the U.S. Securities and Exchange Commission, or the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.

Overview

The Company was originally incorporated in the State of Nevada on June 11, 1998. The Company was formed with the stated purpose of engaging in the business of the rental of boats and personal water craft. This business was not successful and by January of 2001, because of limited capitalization, 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. The Company has since been in the development stage and has been engaged in the activity of seeking profitable business opportunities.

On August 29, 2018, we entered into and closed the transactions contemplated by a stock purchase agreement between the Company, Wei-Hsien Lin, and Susan Santage, the sole director, President, Treasurer, Secretary and controlling stockholder of the Company prior to that date. Pursuant to the stock purchase agreement, Mr. Lin purchased 1,690,000 shares of the Company’s common stock from Ms. Santage for $325,000, or $0.19231 per share. Such shares represented approximately 67.5% of the Company’s issued and outstanding common stock as of the closing. Accordingly, as a result of the transaction, on August 29, 2018, Mr. Lin became the controlling stockholder of the Company. Mr. Lin also became our sole director and officer.

In February 2019, pursuant to an exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) and Regulation S thereunder, the Company sold 446,472,607 shares of its common stock at a price of $0.0001 per share for an aggregate price of 44,647. The Company issued 330,315,000 shares of its common stock at par to Mr. Lin which represent 74% of the total shares sold. In addition, the Company had issued 116,157,607 shares of its common stock, which represents 26%, to 1,405 shareholders for a total $11,616 at par value of $0.0001 per share.

Going Concern

As shown in the accompanying financial statements, we have incurred a net loss of $35,620 during the nine months ended June 30, 2019 and accumulated losses of $161,471 since inception at June 10, 1998. The Company’s current assets exceed its current liabilities by $21,373 at June 30, 2019. 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.

Emerging Growth Company

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Results of Operations

The Company is a development stage company and conducted the following operations during the three and nine months ended June 30, 2019 and 2018. On July 1, 2019, the Company filed a Form 8-K with the U.S. Securities and Exchange Commission to report a change in shell company status. On June 18, 2019, the Company formed a wholly owned subsidiary under the laws of Singapore, Yummies Knowledge Management Pte. Ltd. (the “Subsidiary”). The Subsidiary is in the process of appointing the following managerial positions: a General Manager, an Account Assistant Manager, a Sales and Marketing Manager and two Consultant Executives to operate the Subsidiary’s business. The principal activities of the Subsidiary are in the field of management consultancy services and the provision of corporate training programs and motivational courses in various areas of management. Since its formation, the Subsidiary has begun hiring personnel for the positions listed above, has begun to perform marketing and promotional activities and its commercial bank account opened by the week of July 15, 2019.

The Company did not generate any revenues for the three and nine months ended June 30, 2019 and 2018.

General and administrative expenses for the three and nine months ended June 30, 2019 were $10,019 and $35,620, as compared to $5,275 and $17,725 for the three and nine months ended June 30, 2018, an approximately 90% and 101% increase. Such increase was primarily due to increases in professional services fees, filing fees and registration fees.

Interest expense for the three and nine months ended June 30, 2019 was $0, as compared to $578 and $1,733 for the three and nine months ended June 30, 2018.

As a result of the foregoing factors, we had a net loss of $10,019 and $35,620 for the three and nine months ended June 30, 2019, as compared to $5,275 and $17,725 for the three and nine months ended June 30, 2018.

Liquidity and Capital Resources

As of June 30, 2019, the Company had cash at bank of $31,166 to fund its operations and working capital. The Company intends to maintain its operations in a manner which will minimize expenses and believes that present cash resources are sufficient for its operations for the next 12 months. However, it believes that present officers and stockholders 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.

For the nine months ended June 30, 2019, the net loss of $35,620, offset by an increase in contribution from shareholder amount of $8,346 and increase in accounts payable in the amount of $9,793. Net cash used in operating activities was ($13,481) for the nine months ended June 30, 2019, as compared to $46 for the nine months ended June 30, 2018.  For the nine months ended June 30, 2019, net cash increase in financing activities amount of $44,647 as compared to $0 for the nine months ended June 30, 2018. The increase is due to the Company’s sale of 446,472,607 shares of its common stock at a price of $0.0001 per share for an aggregate price of $44,647.

We had no investing activities in the three months ended June 30, 2019 or 2018.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Not applicable.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(e) of the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of June 30, 2019. Based upon, and as of the date of this evaluation, our principal executive officer and principal financial officer determined that our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

There were no changes in our internal controls over financial reporting during the quarter ended June 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

Not applicable.

We have not sold any equity securities during the quarter ended June 30, 2019 that were not previously disclosed in a current report on Form 8-K that was filed during the quarter.

During the quarter ended March 31, 2019, pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, (the “Securities Act”) provided by Section 4(a)(2) and Regulation S thereunder, the Company sold 446,472,607 shares of its common stock at a price of $0.0001 per share for an aggregate price of $44,647.

During the quarter ended June 30, 2019, we did not repurchase any shares of our common stock.

None.

Not applicable.

We have no information to disclose that was required to be in a report on Form 8-K during the quarter ended June 30, 2019 but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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