|
ITEM
1.
|
FINANCIAL
STATEMENTS.
|
YUMMIES,
INC.
FINANCIAL
STATEMENTS
|
|
Page
|
|
|
|
Balance
Sheets as of March 31, 2019 (unaudited) and September 30, 2018
|
|
2
|
|
|
|
Statements
of Operations for the Three and Six Months Ended March 31, 2019 and 2018 (unaudited)
|
|
3
|
|
|
|
Statements
of Cash Flows for the Six Months Ended March 31, 2019 (unaudited)
|
|
4
|
|
|
|
Notes
to Unaudited Financial Statements
|
|
5
|
YUMMIES,
INC.
BALANCE
SHEETS
MARCH
31, 2019 AND SEPTEMBER 30, 2018
|
|
March 31,
2019
|
|
|
September 30,
2018
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
Cash
|
|
$
|
44,647
|
|
|
$
|
-
|
|
Prepaid expenses
|
|
|
-
|
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
44,647
|
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
44,647
|
|
|
$
|
4,000
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
13,255
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
13,255
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity:
|
|
|
|
|
|
|
|
|
Common stock, $0.0001 par value, 450,000,000 shares authorized, 448,977,607 and 2,505,000 issued and outstanding
|
|
|
44,897
|
|
|
|
250
|
|
Preferred stock, $0.0001 par value, 50,000,000 shares authorized, 0 issued and outstanding as of March 31, 2019; no shares authorized and issued and outstanding as of September 30, 2018
|
|
|
-
|
|
|
|
-
|
|
Additional paid-in capital
|
|
|
137,947
|
|
|
|
129,601
|
|
Accumulated deficit
|
|
|
(151,452
|
)
|
|
|
(125,851
|
)
|
|
|
|
|
|
|
|
|
|
Total Stockholders’ Equity
|
|
|
31,392
|
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders’ Equity
|
|
$
|
44,647
|
|
|
$
|
4,000
|
|
The
accompanying notes are an integral part of the financial statements.
YUMMIES,
INC.
STATEMENTS
OF OPERATIONS
THREE
MONTHS AND SIX MONTHS ENDED MARCH 31, 2019 and 2018
|
|
For the
Three Months Ended
March 31,
2019
|
|
|
For the
Three Months Ended
March 31,
2018
|
|
|
For the
Six Months Ended
March 31,
2019
|
|
|
For the
Six Months Ended
March 31,
2018
|
|
Revenues
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses, general and administrative
|
|
|
6,379
|
|
|
|
4,451
|
|
|
|
25,601
|
|
|
|
12,450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(6,379
|
)
|
|
|
(4,451
|
)
|
|
|
(25,601
|
)
|
|
|
(12,450
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
-
|
|
|
|
(578
|
)
|
|
|
-
|
|
|
|
(1,155
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(6,379
|
)
|
|
$
|
(5,029
|
)
|
|
$
|
(25,601
|
)
|
|
$
|
(13,605
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
186,054,850
|
|
|
|
2,505,000
|
|
|
|
93,271,409
|
|
|
|
2,505,000
|
|
The
accompanying notes are an integral part of the financial statements.
YUMMIES,
INC.
STATEMENTS
OF CASH FLOWS
SIX
MONTHS ENDED MARCH 31, 2019 AND 2018
|
|
Six
Months
Ended
March 31,
2019
|
|
|
Six Months
Ended
March 31,
2018
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
Net loss
|
|
$
|
(25,601
|
)
|
|
$
|
(13,605
|
)
|
Adjustments to reconcile net loss to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Increase/Decrease in prepaid expenses
|
|
|
4,000
|
|
|
|
(6,667
|
)
|
Contribution from shareholder
|
|
|
8,346
|
|
|
|
14,120
|
|
Increase in interest payable
|
|
|
-
|
|
|
|
578
|
|
Increase in accounts payable
|
|
|
13,255
|
|
|
|
5,528
|
|
Net cash generate/ (used 6%) operating activities
|
|
|
-
|
|
|
|
(46
|
)
|
Cash flows from investing activities
|
|
|
-
|
|
|
|
-
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
Issuance of common stock
|
|
|
44,647
|
|
|
|
-
|
|
Net increase / (decrease) in cash
|
|
|
44,647
|
|
|
|
(46
|
)
|
|
|
|
|
|
|
|
|
|
Cash, beginning of period
|
|
|
-
|
|
|
|
46
|
|
|
|
|
|
|
|
|
|
|
Cash, end of period
|
|
$
|
44,647
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
-
|
|
|
$
|
-
|
|
Income taxes paid
|
|
$
|
-
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of the financial statements.
YUMMIES,
INC.
NOTES
TO FINANCIAL STATEMENTS
|
1.
|
Summary
of Business and Significant Accounting Policies
|
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.
|
f.
|
Fair
Value of Financial Instruments
|
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 March 31, 2019
and September 30, 2018, the carrying value of certain financial instruments approximates fair value due to the short-term nature
of such instruments.
|
2.
|
Issuance
of Common Stock
|
On
August 13, 1998, the Company issued 1,000,000 shares of its $.001 par value common stock for an aggregate price of $1,000.
In
February 1999, pursuant to Rule 504 of Regulation D of the Securities 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 March 31, 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.
|
3.
|
Warrants
and Stock Options
|
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 $25,601 during the six months ended March 31,
2019 and accumulated losses of $151,452 since inception at June 10, 1998. The Company’s current assets exceed its current
liabilities by $31,392 at March 31, 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 April 30, 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.
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 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. 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 represent 26%, to 1405 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 $25,601 during the six months ended March 31, 2019
and accumulated losses of $151,452 since inception at June 10, 1998. Our current assets exceed current liabilities by $31,392
at March 31, 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 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:
|
●
|
have
an auditor report on our internal controls over financial reporting pursuant to Section
404(b) of the Sarbanes-Oxley Act;
|
|
●
|
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);
|
|
●
|
submit
certain executive compensation matters to shareholder advisory votes, such as “say-on-pay”
and “say-on-frequency;” and
|
|
●
|
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.
|
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 and six months ended March 31, 2019 and 2018.
The
Company did not generate any revenues for the three and six months ended March 31, 2019 and 2018.
General
and administrative expenses for the three and six months ended March 31, 2019 were $6,379 and $25,601, as compared to $4,451 and
$12,450 for the three and six months ended March 31, 2018, an approximately 43% and 106% increase. Such increase was primarily
due to increases in professional services fees, filing fees and registration fees.
Interest
expense for the three and six months ended March 31, 2019 was $0, as compared to $578 and $1,155 for the three and six months
ended March 31, 2018.
As
a result of the foregoing factors, we had a net loss of $6,379 and $25,601 for the three and six months ended March 31, 2019,
as compared to $5,209 and $13,605 for the three and six months ended March 31, 2018.
Liquidity
and Capital Resources
As
of March 31, 2019, the Company had cash in hand of $44,647 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 six months ended March 31, 2019, the net loss of $25,601, offset by an increase in contribution from shareholder amount of
$8,346 and increase in accounts payable in the amount of $13,255. Net cash used in operating activities was $0 for the three months
ended March 31, 2019, as compared to $46 for the six months ended March 31, 2018. For the six months ended March 31, 2019,
net cash increase in financing activities amount of $44,647 as compare to $0 for the six months ended March 31, 2018. The increase
is due to 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.
We
had no investing activities in the three months ended March 31, 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.