ITEM 1.
|
FINANCIAL STATEMENTS.
|
YUMMIES,
INC.
CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
YUMMIES,
INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
MARCH
31, 2020 AND SEPTEMBER 30, 2019
|
|
March 31,
2020
(unaudited)
|
|
|
September 30,
2019
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
Cash
|
|
$
|
1,339
|
|
|
$
|
20,831
|
|
Other receivables
|
|
|
12,726
|
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
14,065
|
|
|
|
20,831
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
14,065
|
|
|
$
|
20,831
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
12
|
|
|
|
1,230
|
|
Notes payable, stockholders
|
|
|
-
|
|
|
|
932
|
|
Total net current liabilities
|
|
|
12
|
|
|
|
2,162
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity:
|
|
|
|
|
|
|
|
|
Common stock, $0.0001 par value, 450,000,000 shares authorized, 449,505,500 and 448,977,607 issued and outstanding as of March 31 2020 and September 30, 2019
|
|
|
44,728
|
|
|
|
42,643
|
|
Preferred stock, $0.0001 par value, 50,000,000 shares authorized, 0 shares issued and outstanding as of March 31, 2020 and of September 30, 2019
|
|
|
-
|
|
|
|
-
|
|
Additional paid-in capital
|
|
|
157,947
|
|
|
|
140,201
|
|
Accumulated deficit
|
|
|
(188,622
|
)
|
|
|
(164,175
|
)
|
|
|
|
|
|
|
|
|
|
Total Stockholders’ Equity
|
|
|
14,053
|
|
|
|
18,669
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders’ Equity
|
|
$
|
14,065
|
|
|
$
|
20,831
|
|
The
accompanying notes are an integral part of the condensed consolidated financial statements.
YUMMIES,
INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE
MONTHS AND SIX MONTHS ENDED MARCH 31, 2020 and 2019
|
|
For the
Three Months Ended
March 31,
2020
(unaudited)
|
|
|
For the
Three Months Ended
March 31,
2019
|
|
|
For the
Six Months Ended
March 31,
2020
(unaudited)
|
|
|
For the
Six Months Ended
March 31,
2019
|
|
Revenues
|
|
$
|
0
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses, general and administrative
|
|
|
14,846
|
|
|
|
6,379
|
|
|
|
24,465
|
|
|
|
25,601
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(14,846
|
)
|
|
|
(6,379
|
)
|
|
|
(24,465
|
)
|
|
|
(25,601
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
-
|
|
|
|
-
|
|
|
|
18
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(14,846
|
)
|
|
$
|
(6,379
|
)
|
|
$
|
(24,447
|
)
|
|
$
|
(25,601
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
447,751,299
|
|
|
|
186,054,850
|
|
|
|
447,741,554
|
|
|
|
93,271,409
|
|
The
accompanying notes are an integral part of the condensed consolidated financial statements.
YUMMIES,
INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX
MONTHS ENDED MARCH 31, 2020 AND 2019
|
|
Six Months
Ended
March 31,
2020
(unaudited)
|
|
|
Six Months
Ended
March 31,
2019
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
Net loss
|
|
$
|
(24,447
|
)
|
|
$
|
(25,601
|
)
|
Adjustments to reconcile net loss to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
(Increase) / decrease in other receivables
|
|
|
(12,726
|
)
|
|
|
4,000
|
|
Increase/ (decrease) in accounts payable
|
|
|
(2,150
|
)
|
|
|
13,255
|
|
Net cash generate/ (used) operating activities
|
|
|
(39,323
|
)
|
|
|
-
|
|
Cash flows from investing activities
|
|
|
-
|
|
|
|
-
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
Issuance of common stock
|
|
|
-
|
|
|
|
44,647
|
|
Contribution from shareholder
|
|
|
19,831
|
|
|
|
-
|
|
Net increase in financing activities
|
|
|
19,831
|
|
|
|
44,647
|
|
|
|
|
|
|
|
|
|
|
Cash, beginning of period
|
|
|
20,831
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Cash, end of period
|
|
$
|
1,339
|
|
|
$
|
44,647
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
-
|
|
|
$
|
-
|
|
Income taxes paid
|
|
$
|
-
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of the condensed consolidated financial statements.
YUMMIES,
INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
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 condensed consolidated 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 condensed consolidated 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, 2020
and September 30, 2019, the carrying value of certain financial instruments approximates fair value due to the short-term nature
of such instruments.
|
g.
|
Risks
and Uncertainties
|
In
December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak
was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries
and infections have been reported globally.
Because
COVID-19 infections have been reported throughout the United States, certain federal, state and local governmental authorities
have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. Additional, more
restrictive proclamations and/or directives may be issued in the future. As a result, all of our offices have been closed effective
April 1, 2020.
The
ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments,
which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information
which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that
governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer
traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but is anticipated
to have a material adverse impact on our business, financial condition and results of operations.
The
measures taken to date will impact the Company’s business for the fiscal fourth quarter and potentially beyond. Management
expects that all of its business segments, across all of its geographies, will be impacted to some degree, but the significance
of the impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot
be determined at this time.
2.
|
Issuance of Common Stock
|
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 condensed consolidated 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, 2020, 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 condensed consolidated financial statements.
In
October 2019, the Company issued 3,527,393 shares of its $.0001 par value common stock for an aggregate price of $352.74.
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 $188,622 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 condensed consolidated financial statements, the Company incurred a net loss of $24,447 during the six
months ended March 31, 2020 and accumulated losses of $188,622 since inception at June 10, 1998. The Company’s current assets
exceed its current liabilities by $14,053 at March 31, 2020. 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 condensed consolidated 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 May 11, 2020, the date on which the condensed consolidated 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 condensed consolidated 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 but was not successful in that business. For the past
number of years, the Company has checked the “shell company” box on the cover page of its Form 10-K annual reports
filed with the Securities and Exchange Commission.
On
August 29, 2018, the Company 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, there
was a change of control of the Company and Mr. Lin became the controlling stockholder of the Company.
In
connection with the closing of the stock purchase transaction, Susan Santage resigned from all offices of the Company that she
held and Mr. Wei-Hsien Lin was appointed as the President, Treasurer, and Secretary of the Company, effective as of August 29,
2018. Mr. Lin was also appointed to the board of directors (the “Board”) of the Company effective as of August
29, 2018. Ms. Santage resigned from the board of directors of the Company effective automatically on the 10th day following
the Company’s filing and mailing of an information statement on Schedule 14f-1. Such information statement was mailed on
August 31, 2018, so Ms. Santage’s resignation was effective as of September 10, 2018.
On
May 7, 2019, the Board of Directors of the Company, by written consent determined to increase
the size of the Board to three (3) members and appointed Ms. Chi-Yin Lee and Ms. Yu-Jo Liao to the Board to fill the vacancies
on the Board created by the increase.
On
June 18, 2019, the Company formed a wholly owned subsidiary under the laws of Singapore, Yummies Knowledge Management Pte. Ltd.,
or the Singapore Subsidiary. The Singapore Subsidiary is authorized to issue 5,000 ordinary shares, denominated in Singapore dollars,
all of which have been issued to the Company and are outstanding. The address of the Singapore Subsidiary is 82 Lorong 23 Geylang,
#06-05, Atrix Building, Singapore 88409, and the telephone number is +65 6338 8801. The Managing Director of the Singapore Subsidiary
is Mr. Wei-Hsien Lin, who is also the Chairman and Chief Executive Officer of the Company.
The
principal activities of the Singapore Subsidiary are in the field of management consultancy services and the provision of corporate
training programs and motivational courses in various areas of management. More specifically, the Singapore Subsidiary has begun
assisting an affiliated company, Doers Knowledge Management Pte Ltd (“Doers Singapore”), a private Singapore
based company owned by Mr. Lin, with marketing, promotional and management training activities relating to an event organized
by Doers Singapore titled “Heartland Enterprises: Transform and Thrive,” a Bintan Island cruise for up to 150 entrepreneur-attendees
took place from July 26 to July 28, 2019 on the cruise ship Genting Dream (the “Heartland Event”). The Singapore
Subsidiary will provide similar services to future educational cruises and other programs to be sponsored by Doers Singapore and
is being paid for the services it provides to Doers Singapore. Immediately following this Bintan Island cruise, the Singapore
Subsidiary began providing educational site visits to entrepreneurs who have participated in the cruise and to sponsor related
business development skill building seminars, all of which are expected to generate revenues to the Singapore Subsidiary. The
Singapore Subsidiary will also sponsor its own educational programs separate from those of Doers Singapore.
As
a result of the formation of the Singapore Subsidiary and the Singapore Subsidiary’s beginning of its business activities
as described above, as of June 25, 2019, the Company ceased to be a “shell company,” as that term is defined in Rule
405 of the Securities Act of 1933, as amended, and Rule 12b-2 of the Exchange Act of 1934, as amended. On July 1, 2019, the Company
filed a Form 8-K with the SEC indicating that the Board had made the determination that the Company had left shell company status
on June 25, 2019. As such, in its future periodic reports to be filed with the SEC beginning with this annual report on Form 10-K,
the Company will change the reporting of its status as a shell company and will check the box to indicate that the Company is
not a shell company.
Recent
Events.
In
December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak
was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries
and infections have been reported globally.
The
ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments,
which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information
which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that
governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer
traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but is anticipated
to have a material adverse impact on our business, financial condition and results of operations.
The
measures taken to date will impact the Company’s business for the fiscal fourth quarter and potentially beyond. Management
expects that all of its business segments, across all of its geographies, will be impacted to some degree, but the significance
of the impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot
be determined at this time.
Going
Concern
As
shown in the accompanying condensed consolidated financial statements, we have incurred a net loss of $24,447 during the six months
ended March 31, 2020 and accumulated losses of $188,622 since inception at June 10, 1998. The Company’s current assets exceed
its current liabilities by $14,053 at March 31, 2020. 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 condensed consolidated 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 condensed consolidated
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 condensed consolidated
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, 2020 and 2019.
The
Company did not generate any revenues for the three and six months ended March 31, 2020 and 2019.
General
and administrative expenses for the three and six months ended March 31, 2020 were $14,846 and $24,447, as compared to $6,379
and $25,601 for the three and six months ended March 31, 2019, an approximately 132% and 4% decrease. 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, 2020 was $0, as compared to $0 and $0 for the three and six
months ended March 31, 2019.
As
a result of the foregoing factors, we had a net loss of $14,846 and $24,447 for the three and six months ended March 31, 2020,
as compared to $6,379 and $25,601 for the three and six months ended March 31, 2019.
Liquidity
and Capital Resources
As
of March 31, 2020, the Company had cash in hand of $1,399 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, 2020, the net loss of $24,447 the increase in other receivables of $12,726 and decrease in accounts
payable in the amount of $2,150. Net cash used in operating activities was $39,323 for the three months ended March 31, 2020,
as compared to $0 for the six months ended March 31, 2019. For the six months ended March 31, 2020, net cash increase in
financing activities amount of $19,831 as compared to $44,647 for the six months ended March 31, 2019. The increase is due to
the contribution from shareholder.
We
had no investing activities in the three months ended March 31, 2020 or 2019.
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.