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, 2009
( ) 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 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 June 30, 2009 |
| Common Stock, $0.001 | 2,505,000 |
INDEX
| | | Page |
| | | Number |
| PART I. | | |
| | | | |
| | ITEM 1. | Financial Statements (unaudited) | 4 |
| | | | |
| | | Balance Sheets | |
| | | June 30, 2009 and September 30, 2008 | 5 |
| | | | |
| | | Statements of Operations | |
| | | For the three and nine months ended June 30, 2009 and 2008 and the period June 10, 1998 to June 30, 2009 | 6 |
| | | | |
| | | Statements of Cash Flows | |
| | | For the three and nine months ended June 30, 2009 and 2008 and the period June 10, 1998 to June 30, 2009 | 7 |
| | | | |
| | | Notes to Financial Statements | 8 |
| | | | |
| | ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 11 |
| | | | |
| | ITEM 3. | Quantitative and Qualitative Disclosures about Market Risk | 12 |
| | | | |
| | ITEM 4T. | Controls and Procedures | 12 |
| | | | |
| PART II. | | |
| | | | |
| | ITEM 6. | Exhibits and Reports on 8K | 12 |
| | | | |
| | Signatures | | 13 |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying balance sheets of Yummies, Inc. ( development stage company) at June 30, 2009 and September 30, 2008, and the related statements of operations for the three and nine months ended June 30, 2009 and 2008 and the period June 10, 1998 to June 30, 2009 , and statements of cash flows for the three and nine months ended June 30, 2009 and 2008 and the period June 10, 1998 to June 30, 2009 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, 2009, are not necessarily indicative of the results that can be expected for the year ending September 30, 2009.
YUMMIES, INC.
(A Development Stage Company)
BALANCE SHEETS
JUNE 30, 2009 AND SEPTEMBER 30, 2008
| | | June 30, | | | September 30, | |
| | | 2009 | | | 2008 | |
| | | | | | | |
| Assets | | | | | | |
| | | | | | | |
| Current Assets: | | | | | | |
| Cash | | $ | 5,330 | | | $ | 4,778 | |
| | | | | | | | | |
| Total current assets | | | 5,330 | | | | 4,778 | |
| | | | | | | | | |
| Total Assets | | $ | 5,330 | | | $ | 4,778 | |
| | | | | | | | | |
| Liabilities and Stockholders' Deficit | | | | | | | | |
| | | | | | | | | |
| Current Liabilities | | | | | | | | |
| Accounts payable | | $ | 3,200 | | | $ | 3,901 | |
| Interest payable | | | 462 | | | | 336 | |
| Interest payable, stockholders | | | 1,738 | | | | 1,054 | |
| Notes payable | | | 3,775 | | | | 2,105 | |
| Notes payable, stockholders | | | 16,000 | | | | 11,000 | |
| | | | | | | | | |
| Total current liabilities | | | 25,175 | | | | 18,396 | |
| | | | | | | | | |
| | | | | | | | | |
| Stockholders' Deficit: | | | | | | | | |
| Common stock, $.001 par value 50,000,000 shares authorized, 2,505,000 issued and outstanding | | | 2,505 | | | | 2,505 | |
| Additional paid-in capital | | | 11,987 | | | | 11,987 | |
| Deficit accumulated during the development stage | | | (34,337 | ) | | | (28,110 | ) |
| | | | | | | | | |
| Total Stockholders' Deficit | | | (19,845 | ) | | | (13,618 | ) |
| | | | | | | | | |
| Total Liabilities and Stockholders' Deficit | | $ | 5,330 | | | $ | 4,778 | |
The accompanying notes are an integral part of the financial statements.
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, | |
| | | 2009 | | | 2008 | | | 2009 | | | 2008 | | | 2009 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Revenues | | $ | -- | | | $ | -- | | | $ | -- | | | $ | -- | | | $ | -- | |
| | | | | | | | | | | | | | | | | | | | | |
| Expenses, general and administrative | | | 2,200 | | | | 577 | | | | 5,417 | | | | 3,383 | | | | 32,137 | |
| | | | | | | | | | | | | | | | | | | | | |
| Operating loss | | | (2,200 | ) | | | (577 | ) | | | (5,417 | ) | | | (3,383 | ) | | | (32,137 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Other income (expense) Interest expense | | | (286 | ) | | | (263 | ) | | | (810 | ) | | | (653 | ) | | | (2,200 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Net loss | | $ | (2,486 | ) | | $ | (840 | ) | | $ | (6,227 | ) | | $ | (4,036 | ) | | $ | (34,337 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Net loss per share | | $ | -- | | | $ | -- | | | $ | -- | | | $ | -- | | | $ | (.01 | ) |
The accompanying notes are an integral part of the financial statements.
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, | |
| | | 2009 | | | 2008 | | | 2009 | |
| Cash flows from operating activities: | | | | | | | | | |
| Net loss | | $ | (6,227 | ) | | $ | (4,036 | ) | | $ | (34,337 | ) |
| | | | | | | | | | | | | |
| Adjustment to reconcile net loss to cash provided by operating activities: | | | | | | | | | | | | |
| Expenses paid directly by shareholder | | | -- | | | | -- | | | | 2,463 | |
| Increase (decrease) in accounts payable and interest payable | | | 109 | | | | 558 | | | | 5,400 | |
| Accounts payable converted into note payable | | | 1,670 | | | | -- | | | | 3,775 | |
| Net cash used by operating activities | | | (4,448 | ) | | | (3,478 | ) | | | (22,699 | ) |
| | | | | | | | | | | | | |
| Cash flows from investing activities: | | | -- | | | | -- | | | | -- | |
| | | | | | | | | | | | | |
| Cash flows from financing activities: | | | | | | | | | | | | |
| Issuance of common stock | | | -- | | | | -- | | | | 12,029 | |
| Proceeds from note payable | | | 5,000 | | | | 5,000 | | | | 16,000 | |
| Net cash provided by financing activities | | | 5,000 | | | | 5,000 | | | | 28,029 | |
| | | | | | | | | | | | | |
| Net increase in cash | | | 552 | | | | 1,522 | | | | 5,330 | |
| | | | | | | | | | | | | |
| Cash, beginning of period | | | 4,778 | | | | 3,499 | | | | -- | |
| | | | | | | | | | | | | |
| Cash, end of period | | $ | 5,330 | | | $ | 5,021 | | | $ | 5,330 | |
| | | | | | | | | | | | | |
| Interest paid | | $ | -- | | | $ | -- | | | $ | -- | |
| | | | | | | | | | | | | |
| Income taxes paid | | $ | -- | | | $ | -- | | | $ | -- | |
The accompanying notes are an integral part of the financial statements.
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 is seeking business opportunities. The Company has not commenced principal operations and is considered a "Development Stage Company" as defined by the Financial Accounting Standards Board Statement No. 7.
b. 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.
c. Net Loss Per Share
The net loss per share calculation is based on the weighted average number of shares outstanding during the period.
d. 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.
2. Notes Payable
The Company has converted the accounts payable from its transfer agent into two one-year notes payable. The balance is $3,775 and $2,105 at June 30, 2009 and September 30, 2008, respectively, bears interest at 8% and both principal and accrued interest are convertible into common stock at $.025 per share. The $2,105 note payable is due on January 10, 2008 and the $1,670 note payable is due on May 22, 2010.
Notes to Financial Statements - Continued
3. Notes Payable, Stockholders
Stockholder notes payable consist of the following at June 30, 2009 and September 30, 2008:
| | | June30, | | | September 30, | |
| | | 2009 | | | 2008 | |
| 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 due in one year, January 10, 2009 and May 29, 2010, respectively The note principal and accrued interest is convertible into common stock at $.025 per share. | | | 10,000 | | | | 5,000 | |
| | | | | | | | | |
| | | $ | 16,000 | | | $ | 11,000 | |
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. The stock split has been accounted for retroactively in the accompanying financial statements.
Notes to Financial Statements - Continued
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 $28,110 that may be offset against future federal income taxes. If not used, the carryforwards will expire between 2022 and 2028. 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.
As shown in the accompanying financial statements, the Company incurred a net loss of $6,227 during the nine months ended June 30, 2009 and accumulated losses of $34,337 since inception at June 10, 1998. The Company=s current liabilities exceed its current assets by $19,845 at June 30, 2009. 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.
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, 2009 and 2008
The Company did not generate any revenue during the three and nine months ended June 30, 2009 and 2008.
General and administrative expenses were $2,200 and $5,417, respectively, for the three and nine months ended June 30, 2009, compared to general and administrative expenses of $577 and $3,383, respectively, for the same period in 2008. Interest expense was $286 and $810, respectively for the three and nine months ended June 30, 2009 compared to $263 and $653, respectively, for the same period in 2008. Expenses were largely due to accounting, legal and other professional costs. As a result of the foregoing, the Company realized net losses of $2,486 and $6,227, respectively, for the three and nine months ended June 30, 2009 compared to $840 and $4,036, respectively, for the same period in 2008. The Company’s increased net loss is attributable to a lack of business, ongoing professional costs associated with preparing the Company’s public reports, and timing differences.
Liquidity and Capital Resources
At June 30, 2009, assets consisted of $5,330 in cash. Liabilities consisted of $3,200 in accounts payable, $2,200 in accrued interest, a note payable of $3,775, and a $16,000 note payable to two stockholders, for total liabilities of $25,175, leaving the Company without any working capital.
Since 2008, the Company has borrowed money from two stockholders of the Company. At June 30, 2009 the outstanding balance is $16,000. 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 $5,000 to $7,000. 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.
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, 2009, (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, 2009) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART 2 - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(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.* |
(b) Reports on Form 8-K.
There were no reports filed on Form 8-K during the period covered by this report.
* 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.
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 |
| | Susan Santage, President & Treasurer |
July 23, 2009
