UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
 
FORM 10-Q


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

For the quarterly period ended        June 30, 2015

(  )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 charter)

Nevada
87-0615629 
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
 1981 East Murray Holiday Rd,  Salt Lake City, Utah
84117
(Address of principal executive offices)
(Zip Code)
 
 801-272-9294
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 [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 checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Se the definitions 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 [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date

Class 
Outstanding as of August 1, 2015
Common  Stock, $0.001
2,505,000
 
 
 

 
 
INDEX

   
Page
   
Number
PART I.
   
     
ITEM 1.
Financial Statements (unaudited)
3
     
 
Balance Sheets
4
   June 30, 2015 and September 30, 2014  
     
 
Statements of Operations
 
 
   For the three and nine months ended June 30, 2015 and 2014 and the period June 10, 1998 to June 30, 2015
5
 
   
 
Statements of Cash Flows
 
 
    For the nine  months ended June 30, 2015 and 2014 and the period June 10, 1998 to June 30, 2015
6
 
 
 
 
Notes to Financial Statements
7
     
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
10
     
ITEM 3.
Quantitative and Qualitative Disclosures about Market Risk
11
     
ITEM 4T.
Controls and Procedures
11
     
PART II.
   
     
ITEM 6. Exhibits
 
12
     
Signatures
 
13
 
 
2

 
 
PART I - FINANCIAL INFORMATION 
ITEM 1. FINANCIAL STATEMENTS

 
The accompanying balance sheets of Yummies, Inc. ( development stage company) at June 30, 2015 and September 30, 2014, and the related  statements of operations for the three and nine months ended June 30, 2015 and 2014 and the period June 10, 1998  to June 30, 2015 , and statements of cash flows for the nine months ended June 30, 2015 and 2014 and the period June 10, 1998  to June 30, 2015 have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the quarter ended June 30, 2015, are not necessarily indicative of the results that can be expected for the year ending September 30, 2015.

 
3

 
 
YUMMIES, INC.
 
(A Development Stage Company)
 
   
BALANCE SHEETS
 
   
JUNE 30, 2015 AND SEPTEMBER 30, 2014
 
             
   
June 30,
   
September 30,
 
   
2015
   
2014
 
Assets
           
             
Current Assets:
           
Cash
  $ 398     $ 470  
Prepaid expenses
    5,833       --  
                 
Total current assets
    6,231       470  
                 
Total Assets
  $ 6,231     $ 470  
                 
Liabilities and Stockholders' Equity
               
                 
Current Liabilities:
               
Accounts payable
  $ 4,950     $ 6,050  
Interest payable
    2,289       2,063  
Interest payable, stockholders
    12,604       11,098  
Notes payable
    3,774       3,774  
Notes payable, stockholders
    25,100       25,100  
                 
Total current liabilities
    48,717       48,085  
                 
Stockholders' Equity:
               
 Common stock, $.001 par value 50,000,000 shares authorized,  2,505,000 issued and outstanding
    2,505       2,505  
Additional paid-in capital
    59,952       40,327  
Deficit accumulated during the  development stage
    (104,943 )     (90,447 )
                 
Total Stockholders' Equity
    (42,486 )     (47,615 )
                 
                 
Total Liabilities and Stockholders'  Equity
  $ 6,231     $ 470  
 
The accompanying notes are an integral part of the financial statements.
 
 
4

 
 
YUMMIES, INC.
 
(A Development Stage Company)
 
   
STATEMENTS OF OPERATIONS
 
                               
                           
For the
 
                           
Period
 
   
For the
   
For the
   
For the
   
For the
   
June 10, 1998
 
   
Three Months
   
Three Months
   
Nine Months
   
Nine Months
   
(Inception)
 
   
Ended
   
Ended
   
Ended
   
Ended
   
Through
 
   
June 30,
   
June 30,
   
June 30,
   
June 30,
   
June 30,
 
   
2015
   
2014
   
2015
   
2014
   
2015
 
                               
Revenues
  $ --     $ --     $ --     $ --     $ --  
                                         
Expenses, general and administrative
    4,469       1,744       12,764       8,282       90,051  
                                         
Operating loss
    (4,469 )     (1,744 )     (12,764 )     (8,282 )     (90,051 )
                                         
Other income (expense):
                                       
   Interest expense
    (578 )     (578 )     (1,733 )     (1,733 )     (14,892 )
                                         
Net loss
  $ (5,047 )   $ (2,322 )   $ (14,497 )   $ (10,015 )   $ (104,943 )
                                         
Net loss per share
  $ --     $ --     $ (0.01 )   $ --     $ (0.04 )
                                         
Weighted average shares outstanding
    2,505,000       2,505,000       2,505,000       2,505,000       2,465,268  

The accompanying notes are an integral part of the financial statements.
 
 
5

 
 
YUMMIES, INC.
 
(A Development Stage Company)
 
   
STATEMENTS OF CASH FLOWS
 
                   
               
For the
 
               
Period
 
   
For the
   
For the
   
June 10, 1998
 
   
Nine Months
   
Nine Months
   
(Inception)
 
   
Ended
   
Ended
   
Through
 
   
June 30,
   
June 30,
   
June 30,
 
   
2015
   
2014
   
2015
 
                   
                   
Cash flows from operating activities:
                 
Net loss
  $ (14,497 )   $ (10,015 )   $ (104,943 )
Adjustment to reconcile net loss to cash provided by operating activities:
                       
Increase in prepaid expenses
    (5,833 )     --       (5,833 )
Increase (decrease) in accounts payable and interest payable
    633       2,454       19,843  
Expenses paid directly by shareholder
    19,625       7,490       49,427  
Accounts payable converted into note payable
    --       --       7,875  
                         
Net cash used by operating activities
    (72 )     (71 )     (33,631 )
                         
Cash flows from investing activities
    --       --       --  
                         
Cash flows from financing activities:
                       
Cash contributed by shareholder
    --       --       1,000  
Issuance of common stock
    --       --       12,029  
Proceeds from note payable
    --       --       21,000  
                         
Net cash provided by financing activities
    --       --       34,029  
                         
Net increase (decrease) in cash
    (72 )     (71 )     398  
                         
Cash, beginning of period
    470       565       --  
                         
Cash, end of period
  $ 398     $ 494     $ 398  
Interest paid
  $ --     $ --     $ --  
Income taxes paid
  $ --     $ --     $ --  
 
The accompanying notes are an integral part of the financial statements.
 
 
6

 

YUMMIES, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS


1.             Summary of Business and Significant Accounting Policies
 
a.           Summary of Business

The Company was incorporated under the laws of the State of Nevada on June 10, 1998.  The Company was formed to pursue business opportunities.  The Company has not commenced principal operations and is considered a "Development Stage Company" as defined by 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.

c.           Cash Flows

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with a maturity of three months or less to be cash or cash equivalents.

d.           Net Loss Per Share
 
The net loss per share calculation is based on the weighted average number of shares outstanding during the period.

e.           Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.

f.           Fair Value of Financial Instruments

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 betweenwilling parties. As of June 30, 2015 and September 30, 2014, the carrying value of certainfinancial instruments approximates fair value due to the short-term nature of suchinstruments.
 
 
7

 
 
Notes to Financial Statements - Continued
 
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 June 30, 2015 and September 30, 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 June 30, 2015 and September 30, 2014:
 
   
June 30,
   
September 30,
 
   
 2015
   
 2014
 
                 
Note payable to an individual, also a stockholder of the Company, interest is being charged at 8%, the note is unsecured and due on February 9, 2008. The note principal and accrued interest is convertible into common  stock at $.025 per share.
  $ 6,000     $ 6,000  
                 
Notes payable to an individual also a stockholder and director of the Company, interest is being charged at 8%, the notes are unsecured and all are due one year from issuance. The notes principal and accrued Interest are convertible into common stock at $.025 per share.
    19,100       19,100  
                 
    $ 25,100     $ 25,100  

 
8

 
 
Notes to Financial Statements - Continued

4.             Issuance of Common Stock

On August 13, 1998, the Company issued 1,000,000 shares of its $.001 par value common stock for an aggregate price of $1,000.

In February 1999, pursuant to Rule 504 of Regulation D of the Securities and Exchange Commission, the Company sold 17,500 shares of its common stock at a price of $1.00 per share. Costs of $6,471 associated directly with the offering were offset against the proceeds.

On December 15, 2000, an officer and stockholder of the Company returned 600,000 shares of common stock to authorized but unissued shares.

On February 5, 2001, the Company authorized a 6 for 1 forward split of its common shares. The forward split has been retroactively applied in the accompanying financial statements.

5.             Warrants and Options

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

6.             Income Taxes

The Company has had no taxable income under Federal or State tax laws. The Company has loss carryforwards totaling $90,447 that may be offset against future federal income taxes. If not used, the carryforwards will expire between 2021 and 2034. Due to the Company being in the development stage and incurring net operating losses, a valuation allowance has been provided to reduce the deferred tax assets from the net operating losses to zero. Therefore, there are no tax benefits recognized in the accompanying statement of operations.

7.             Going Concern

As shown in the accompanying financial statements, the Company incurred a net loss of $14,497 during the nine months ended June 30, 2015 and accumulated losses of $104,943 since inception at June 10, 1998. The Company’s current liabilities exceed its current assets by $42,486 at June 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
 
 
9

 
.
 ITEM 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The Company’s management is seeking and intends to acquire interests in various business opportunities which, in the opinion of management, will provide a profit to the Company but it does not have the working capital to be successful in this effort. 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. Although the Company has had discussions with various parties as to possible acquisitions, no definitive agreements have been reached with any such party, at this time.

Three and nine month Period Ended June 30, 2015 and 2014

The Company did not generate any revenue during the three and nine months ended June 30, 2015 and 2014.

General and administrative expenses were $4,469 and $12,764 for the three and nine months ended June 30, 2015, respectively, compared to general and administrative expenses of $1,744 and $8,282 for the same periods in 2014.  Interest expense was $578 and $1,733 for the three and nine months ended June 30, 2015, respectively, compared to $578 and $1,733 for the same period in 2014. As a result of the foregoing, the Company realized net losses of $5,047 and $14,497 for the three and nine months ended June 30, 2015, respectively, compared to $2,322 and $10,015 for the same periods in 2014.  The Company’s  net loss is attributable to a lack of business, ongoing professional costs associated with preparing and disseminating the Company’s public reports, and timing differences.

Liquidity and Capital Resources

At June 30, 2015, assets consisted of $398 in cash and $5,833 in prepaid expenses.  Liabilities consisted of $4,950 in accounts payable, $14,893 in accrued interest, a note payable of $3,774, and  $25,100 notes payable to two stockholders, for total liabilities of $48,717, leaving the Company without any working capital.  

Since 2007, the Company has borrowed money from two stockholders of the Company.  At June 30, 2015 the outstanding balance is $25,100.  The notes are unsecured, bear interest at 8% and are convertible into common stock at $.025 per share.

Currently, the Company has no material commitments for capital expenditures.  Management anticipates that operating expenses for the next twelve months will be approximately $10,000 to $20,000.  Management understands that it does not have sufficient cash to meet its immediate operational needs and will require additional capital to cover ongoing operating expenses. Management may attempt to raise additional capital for its current operational needs through loans from its officers or shareholders, debt financing, equity financing or a combination of financing options.  However, there are no existing understandings, commitments or agreements for such an infusion; nor can there be assurances to that effect.

 
10

 
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not Required by smaller reporting companies.
 
ITEM 4T. CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our president/chief financial officer, carried out an evaluation of the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(e) and 15-d-15(e)) as of the end of our last fiscal quarter, June 30, 2015, (the "Evaluation Date"). Based upon that evaluation, our president/chief financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and (ii) is accumulated and communicated to our management, including our president and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting. There were no changes in our internal controls over financial reporting that occurred during our last fiscal quarter (ended June 30, 2015) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
11

 
 
PART 2 - OTHER  INFORMATION
 
(a) Exhibits

Exhibit 31.1    Rule 13a-14(a)/15d-14(a) Certification.
 
Exhibit 32.1    Certification by the Chief Executive Officer/Acting Chief Financial Officer Relating to a Periodic Report Containing Financial Statements.*
 
101.INS XBRL Instance*
 
101.SCH XBRL Schema*
 
101.CAL XBRL Calculation*
 
101.DEF XBRL Definition*
 
101.LAB XBRL Label*
 
101.PRE XBRL Presentation*

* 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.

 
12

 
 
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 there unto duly authorized.
 
  Yummies, Inc.
 
[Registrant]
   
 
/s/ Susan Santage
August 7, 2015
Susan Santage, President & Treasurer
 
 

13
 


Exhibit 31.1


CERTIFICATION

 I, Susan Santage, certify that:

 1. I have reviewed this quarterly report on Form 10-Q of Yummies, Inc.;

 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect the period covered by this  report;

 3. Based on my knowledge, the financial statements, and other financial information included in this  report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

 4. The registrant's other certifying officers  and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and  have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this  report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer=s internal control over financial reporting that occurred during the small business issuer=s most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is likely to materially affect, the small business issuer's internal control over financial reporting; and

 5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer=s board of directors (or persons performing the equivalent function:
 
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.


 
Date:
August 7, 2015
 
/s/ Susan Santage
Susan Santage, CEO & CFO
 
 
 
 

 


EXHIBIT 32.1


CERTIFICATION

 Pursuant to Section 906 of the Public Company Accounting Reform and Investor Protection Act of 2002 (18 U.S.C.ss. 1350, as adopted), I, Susan Santage, Chief Executive Officer and  Chief Financial Officer of the Company, hereby certifies that, to the best of his or her knowledge:

 1. The Company's Quarterly Report on Form 10-Q for the period ended June 30, 2015 and to which this Certification is attached as Exhibit 32.1 (the "PERIODIC REPORT") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition of the Company at the end of the period covered by the Periodic Report and results of operations of the Company for the period covered by the Periodic Report.

Dated: August 7, 2015


 S/ Susan Santage
Susan Santage
CEO & CFO

A signed original of this written statement required by Section 906 has been provided to Yummies, Inc. and will be retained by Yummies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request

THIS CERTIFICATION ACCOMPANIES THIS REPORT PURSUANT TO SS. 906 OF THE SARBANES-OXLEY ACT OF 2002 AND SHALL NOT BE DEEMED "FILED" BY THE COMPANY FOR PURPOSES OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 
 

 
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