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: March 31, 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)
Nevada | 87-0615629 | |
(State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
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.
Large accelerated filer ☐ | Accelerated filer ☐ | |
Non-accelerated filer ☒ | Smaller reporting company ☒ | |
Emerging growth company ☒ |
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:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Not applicable. | ||||
As of 30 April, 2019, there were 448,977,607 shares of the registrant’s common stock issued and outstanding.
TABLE OF CONTENTS
PART I | ||
FINANCIAL INFORMATION | ||
Item 1. | Financial Statements | 1 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 7 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 9 |
Item 4. | Controls and Procedures |
9 |
PART II | ||
OTHER INFORMATION |
||
Item 1. | Legal Proceedings | 10 |
Item 1A. | Risk Factors | 10 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 10 |
Item 3. | Defaults Upon Senior Securities | 10 |
Item 4. | Mine Safety Disclosures | 10 |
Item 5. | Other Information | 10 |
Item 6. | Exhibits | 10 |
i
PART I
FINANCIAL INFORMATION
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 |
1
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.
2
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.
3
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.
4
YUMMIES, INC.
NOTES TO FINANCIAL STATEMENTS
1. | Summary of Business and Significant Accounting Policies |
a. | Summary of Business |
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.
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 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.
5
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.
4. | Income Taxes |
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.
5. | Going Concern |
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.
6. | Subsequent Events |
Management has evaluated subsequent events through April 30, 2019, the date on which the financial statements were available to be issued.
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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.
7
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.
8
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.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
Not applicable.
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 March 31, 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 March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
9
PART II
OTHER INFORMATION
ITEM 1. | LEGAL PROCEEDINGS. |
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.
ITEM 1A. RISK FACTORS.
Not applicable.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
We have not sold any equity securities during the quarter ended December 31, 2018 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 December 31, 2018, we did not repurchase any shares of our common stock.
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
None.
ITEM 4. | MINE SAFETY DISCLOSURES. |
Not applicable.
ITEM 5. | OTHER INFORMATION. |
We have no information to disclose that was required to be in a report on Form 8-K during the quarter ended March 31, 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.
ITEM 6. | EXHIBITS. |
Exhibit No. | Description | |
3.1* | Amended and Restated Articles of Incorporation of the Company | |
3.2 | Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on November 13, 2018) | |
31.1* | Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1* | Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS* | XBRL Instance Document | |
101.SCH* | XBRL Taxonomy Extension Schema Document | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
* Filed herewith.
10
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.
Date: 30 April, 2019 | YUMMIES, INC. |
/s/ Wei-Hsien Lin | |
Name: Wei-Hsien Lin | |
Title: President | |
(Principal
Executive Officer and Principal Financial and Accounting Officer) |
11
Exhibit 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
YUMMIES, INC.
Yummies, Inc. (hereinafter referred to as the “Corporation”), a corporation organized and existing under and by virtue of the laws of the State of Nevada, does hereby certify as follows:
1. The current name of the Corporation is Yummies, Inc.
2. The original Articles of Incorporation of the Corporation were filed in the Office of the Secretary of State on June 11, 1998.
3. These Amended and Restated Articles of Incorporation have been duly approved by the Board of Directors of the Corporation pursuant to a unanimous written consent in lieu of a meeting, dated November 13, 2018, and by the holders of a majority of the Corporation’s issued and outstanding capital stock entitled to vote thereon pursuant to a written consent in lieu of a meeting, dated November 13, 2018, in accordance with the provisions of Sections 78.390 and 78.403 of the Nevada Revised Statutes.
4. The provisions of the Articles of Incorporation of the Corporation as heretofore amended and/or supplemented are hereby restated, integrated and further amended to read in its entirety as follows:
ARTICLE 1
NAME
The name of the corporation is Yummies, Inc. (hereinafter, the “Corporation”).
ARTICLE 2
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the laws of the State of Nevada.
ARTICLE 3
AUTHORIZATION TO ISSUE CAPITAL STOCK
The aggregate number of shares which the Corporation shall have the authority to issue is 450,000,000 shares of Common Stock having a par value of $0.0001 per share and 50,000,000 shares of Preferred Stock having a par value of $0.0001 per share. All Common Stock of the Corporation shall be of the same class and shall have the same rights and preferences. The Corporation shall have authority to issue the shares of Preferred Stock in one or more series with such rights, preferences and designations as determined by the Board of Directors of the Corporation. Authority is hereby expressly granted to the Board of Directors from time to time to issue Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions providing for the issue of the shares thereof, to determine and fix such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including, without limitation thereof, dividend rights, special voting rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent now or hereafter permitted by the Nevada Revised Statutes.
ARTICLE 4
GOVERNING BOARD
The members of the governing board of the Corporation shall be known as the board of directors. The number of directors comprising the board of directors shall be set forth in the bylaws of the Corporation.
ARTICLE 5
ACQUISITION OF CONTROLLING INTEREST
The Corporation elects not to be governed by the terms and provisions of Sections 78.378 through 78.3793, inclusive, of the Nevada Revised Statutes, as the same may be amended, superseded, or replaced by an successor section, statute, or provision. No amendment to these Amended and Restated Articles of Incorporation, directly or indirectly, by merger or consolidation or otherwise, having the effect of amending or repealing any provision of this Article 5 shall apply to or have any effect on any transaction involving acquisition of control by any person occurring prior to such amendment or repeal.
ARTICLE 6
COMBINATIONS WITH INTERESTED STOCKHOLDERS
The Corporation elects not to be governed by the terms and provisions of Sections 78.411 through 78.444, inclusive, of the Nevada Revised Statutes, as the same may be amended, superseded, or replaced by any successor section, statute, or provision. No amendment to these Amended and Restated Articles of Incorporation, directly or indirectly, by merger or consolidation or otherwise, having the effect of amending or repealing any provision of this Article 6 shall apply to or have any effect on any transaction with an interested stockholder occurring prior to such amendment or repeal.
2
IN WITNESS WHEREOF, the undersigned has executed these Amended and Restated Articles of Incorporation this 17th day of December, 2018.
YUMMIES, INC. | ||
By: | /s/ Wei-Hsien Lin | |
Name: | Wei-Hsien Lin | |
Title: | President |
3
Exhibit 31.1
CERTIFICATIONS
I, Wei-Hsien Lin, 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 to 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 registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, 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 registrant’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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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 registrant’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 registrant’s internal control over financial reporting. |
Date: 30 April, 2019
/s/ Wei-Hsien Lin | |
Wei-Hsien Lin | |
President (Principal Executive Officer and Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
The undersigned President of YUMMIES, INC. (the “Company”), DOES HEREBY CERTIFY that:
1. The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
IN WITNESS WHEREOF, the undersigned has executed this statement this 30 day of April, 2019.
/s/ Wei-Hsien Lin | |
Wei-Hsien Lin | |
President (Principal Executive Officer and Principal Financial and Accounting Officer) |
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.
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Mar. 31, 2019 |
Apr. 30, 2019 |
|
Document And Entity Information | ||
Entity Registrant Name | YUMMIES INC | |
Entity Central Index Key | 0001073748 | |
Trading Symbol | YUMM | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 448,977,607 |
Balance Sheets - USD ($) |
Mar. 31, 2019 |
Sep. 30, 2018 |
---|---|---|
Current Assets: | ||
Cash | $ 44,647 | |
Prepaid expenses | 4,000 | |
Total current assets | 44,647 | 4,000 |
Total Assets | 44,647 | 4,000 |
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 |
Balance Sheets (Parenthetical) - $ / shares |
Mar. 31, 2019 |
Sep. 30, 2018 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 450,000,000 | 450,000,000 |
Common stock, shares issued | 448,977,607 | 2,505,000 |
Common stock, shares outstanding | 448,977,607 | 2,505,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 |
Statements of Operations - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Mar. 31, 2019 |
Mar. 31, 2018 |
Mar. 31, 2019 |
Mar. 31, 2018 |
|
Income Statement [Abstract] | ||||
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 |
Statements of Cash Flows - USD ($) |
6 Months Ended | |
---|---|---|
Mar. 31, 2019 |
Mar. 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 |
Summary of Business and Significant Accounting Policies |
6 Months Ended | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2019 | |||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||
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.
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. |
Issuance of Common Stock |
6 Months Ended | ||
---|---|---|---|
Mar. 31, 2019 | |||
Equity [Abstract] | |||
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. |
Warrants and Stock Options |
6 Months Ended | ||
---|---|---|---|
Mar. 31, 2019 | |||
Warrants and Stock Options [Abstract] | |||
Warrants and Stock Options |
No options or warrants are outstanding to acquire the Company's common stock. |
Income Taxes |
6 Months Ended | ||
---|---|---|---|
Mar. 31, 2019 | |||
Income Tax Disclosure [Abstract] | |||
Income Taxes |
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. |
Going Concern |
6 Months Ended | ||
---|---|---|---|
Mar. 31, 2019 | |||
Going Concern [Abstract] | |||
Going Concern |
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. |
Subsequent Events |
6 Months Ended | ||
---|---|---|---|
Mar. 31, 2019 | |||
Subsequent Events [Abstract] | |||
Subsequent Events |
Management has evaluated subsequent events through April 30, 2019, the date on which the financial statements were available to be issued. |
Summary of Business and Significant Accounting Policies (Policies) |
6 Months Ended | |||
---|---|---|---|---|
Mar. 31, 2019 | ||||
Accounting Policies [Abstract] | ||||
Summary of Business |
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. |
|||
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. |
|||
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. |
|||
Net Loss Per Share |
The net loss per share calculation is based on the weighted average number of shares outstanding during the period. |
|||
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. |
|||
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. |
Income Taxes (Details) |
6 Months Ended |
---|---|
Mar. 31, 2019
USD ($)
| |
Income Taxes (Textual) | |
Loss carry forwards | $ 195,502 |
Carry forwards expiration | The carry forwards will expire between 2021 and 2038. |
Going Concern (Details) - USD ($) |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Mar. 31, 2019 |
Mar. 31, 2018 |
Mar. 31, 2019 |
Mar. 31, 2018 |
Sep. 30, 2018 |
|
Going Concern (Textual) | |||||
Incurred net loss | $ (6,379) | $ (5,029) | $ (25,601) | $ (13,605) | |
Accumulated losses | (151,452) | (151,452) | $ (125,851) | ||
Current assets exceed its current liabilities | $ 31,392 | $ 31,392 |
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