ITEM
1. FINANCIAL STATEMENTS.
YUMMIES, INC.
FINANCIAL STATEMENTS
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Page
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Balance Sheets as of December 31, 2018 (unaudited) and September 30, 2018
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2
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Statements of Operations for the Three Months Ended December 31, 2018 and 2017 (unaudited)
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3
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Statements of Cash Flows for the Three Months Ended December 31, 2018 (unaudited)
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4
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Notes to Unaudited Financial Statements
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5
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YUMMIES, INC.
BALANCE SHEETS
DECEMBER 31, 2018
AND SEPTEMBER 30, 2018
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December 31,
2018
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September 30,
2018
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Assets
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Current Assets:
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Cash
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$
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-
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$
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-
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Prepaid expenses
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1,000
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4,000
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Total current assets
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1,000
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4,000
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Total Assets
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$
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1,000
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$
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4,000
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Liabilities and Stockholders’ Equity
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Current Liabilities:
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Accounts payable
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16,222
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-
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Total net current liabilities
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16,222
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-
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Stockholders’ Equity:
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Common stock, $0.0001 par value, 450,000,000 shares authorized, 2,505,000 issued and outstanding
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250
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250
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Preferred stock, $0.0001 par value, 50,000,000 shares authorized, 0 issued and outstanding as of December 31, 2018; no shares authorized and issued and outstanding as of September 30, 2018
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-
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-
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Additional paid-in capital
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129,601
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129,601
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Accumulated deficit
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(145,073
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(125,851
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Total Stockholders’ Equity
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(15,222
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4,000
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Total Liabilities and Stockholders’ Equity
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$
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1,000
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$
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4,000
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The accompanying notes are an integral
part of the financial statements.
YUMMIES, INC.
STATEMENTS OF
OPERATIONS
THREE MONTHS ENDED
DECEMBER 31, 2018 AND 2017
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Three Months Ended December 31,
2018
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Three Months Ended December 31,
2017
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Revenues
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$
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-
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$
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-
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Expenses, general and administrative
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19,222
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7,999
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Operating loss
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19,222
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(7,999
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Other income (expense):
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Interest expense
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-
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(578
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Loss before provision for income taxes
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(19,222
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(8,577
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Provision for income taxes
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-
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-
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Net loss
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$
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(19,222
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$
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(8,577
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Net loss per share
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$
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-
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$
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-
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Weighted average shares outstanding
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2,505,000
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2,505,000
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The accompanying notes are an integral
part of the financial statements.
YUMMIES, INC.
STATEMENTS OF
CASH FLOWS
THREE MONTHS ENDED
DECEMBER 31, 2018 AND 2017
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Three Months Ended December 31,
2018
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Three Months Ended December 31,
2017
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Cash flows from operating activities:
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Net loss
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$
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(19,222
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$
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(8,577
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Adjustments to reconcile net loss to cash provided by operating activities:
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(Increase)/Decrease in prepaid expenses
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3,000
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(9,500
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Contribution from shareholder
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-
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12,000
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Increase in accounts payable
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16,222
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5,460
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Increase in interest payable
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-
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579
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Net cash used in operating activities
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-
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(38
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Cash flows from investing activities
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-
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-
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Cash flows from financing activities
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-
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-
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Net decrease in cash
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-
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(38
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Cash, beginning of period
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-
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46
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Cash, end of period
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$
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-
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$
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8
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Supplemental disclosure of cash flow information:
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Interest paid
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$
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-
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$
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-
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Income taxes paid
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$
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-
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$
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-
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The accompanying notes are an integral
part of the financial statements.
YUMMIES, INC.
NOTES TO FINANCIAL STATEMENTS
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1.
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Summary of Business and Significant Accounting Policies
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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.
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.
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f.
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Fair Value of Financial Instruments
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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 December 31, 2018 and
September 30, 2018, the carrying value of certain financial instruments approximates fair value due to the short-term nature of
such instruments.
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2.
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Issuance of Common Stock
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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 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 December 31, 2018, no preferred shares have been issued.
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3.
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Warrants and Stock Options
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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 $125,851 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 $19,222 during the three months ended December
31, 2018 and accumulated losses of $145,073 since inception at June 10, 1998
. The Company’s current assets exceed
its current liabilities by $15,221 at December 31, 2018. 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.
Management has evaluated subsequent
events through February 14, 2019, the date on which the financial statements were available to be issued.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
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.
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 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.
More recently, 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.
Going Concern
As shown in the accompanying financial
statements, we have incurred a net loss of $19,222 during the three months ended December 31, 2018 and accumulated losses of $145,073
since inception at June 10, 1998
. Our current assets
exceed current liabilities by $15,222 at December 31, 2018. These factors create an uncertainty as to our 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 we 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:
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have
an auditor report on our internal controls over financial reporting pursuant to Section
404(b) of the Sarbanes-Oxley Act;
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comply with any requirement
that may be adopted by the Public Company Accounting Oversight Board regarding mandatory
audit firm rotation or a supplement to the auditor’s report providing additional
information about the audit and the financial statements (i.e., an auditor discussion
and analysis);
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submit certain executive
compensation matters to shareholder advisory votes, such as “say-on-pay”
and “say-on-frequency;” and
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disclose certain executive
compensation related items such as the correlation between executive compensation and
performance and comparisons of the chief executive officer’s compensation to median
employee compensation.
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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 had no operations during the three months ended December 31, 2018 and 2017.
The Company did not generate any revenues
for the three months ended December 31, 2018 and 2017.
General and administrative expenses for
the three months ended December 31, 2018 were $19,222, as compared to $7,999 for the three months ended December 31, 2017, an approximately
140% increase. Such increase was primarily due to increases in professional services fees and filing fees.
Interest expense for the three months ended
December 31, 2018 was $0, as compared to $578 for the three months ended December 31, 2017.
As a result of the foregoing factors, we
had a net loss of $19,222 for the three months ended December 31, 2018, as compared to $8,577 for the three months ended December
31, 2017.
Liquidity and Capital Resources
As of December 31, 2018, the Company had
no current assets to fund its operations and no 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 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.
Net cash used in operating activities
was $0 for the three months ended December 31, 2018, as compared to $38 for the three months ended December 31, 2017. For
the three months ended December 31, 2018, the net loss of $19,222, offset by an
increase
in accounts payable in the amount of $16,222 and decrease in prepaid expenses, were the primary drivers of the cash used in operating
activities. For the three months ended December 31, 2017, the net loss of $8,577 and a decrease in prepaid expenses in the amount
of $9,500, offset by contribution from shareholder in the amount of $12,000, an increase in accounts payable in the amount of
$5,460, and an increase in interest payable in the amount of $579, were the primary drivers of the cash used in operating activities.
We had no investing activities or financing
activities in the three months ended December 31, 2018 or 2017.
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.
ITEM
4. CONTROLS AND PROCEDURES.
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 December 31, 2018. 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 December 31, 2018 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.