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 March 31, 2011
( ) 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 | (I.R.S. Identification No.) |
| Employer incorporation or organization) | |
| | |
| 1981 East Murray Holiday Rd, Salt Lake City, Utah | 84117 |
| (Address of principal executive offices) | (Zip Code) |
| | |
801-272-9294
Registrant’s telephone number, including area code
___________________________________
(Former name, former address, and former fiscal year, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x ] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] 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 May 1, 2011 |
| Common Stock, $0.001 | 2,505,000 |
| INDEX | |
| | |
| | Page |
| | Number |
| PART I. | |
| | |
| ITEM 1.Financial Statements (unaudited) | 4 |
| | |
| Balance Sheets | |
| March 31, 2011 and September 30, 2010 | 5 |
| | |
| Statements of Operations | |
For the three and six months ended March 31, 2011 and 2010 and the period June 10, 1998 to March 31, 2011 | 6 |
| | |
| Statements of Cash Flows | |
For the three months ended March 31, 2011 and 2010 and the period June 10, 1998 to March 31, 2011 | 7 |
| | |
| Notes to Financial Statements | 8 |
| | |
ITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations | 12 |
| | |
| ITEM 3.Quantitative and Qualitative Disclosures about Market Risk | 13 |
| | |
| ITEM 4T.Controls and Procedures | 13 |
| | |
| PART II. | |
| | |
| ITEM 6. Exhibits | 13 |
| | |
| Signatures | 14 |
| | |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying balance sheets of Yummies, Inc. ( development stage company) at March 31, 2011 and September 30, 2010, and the related statements of operations for the three and six months ended March 31, 2011 and 2010 and the period June 10, 1998 to March 31, 2011 , and statements of cash flows for the six months ended March 31, 2011 and 2010 and the period June 10, 1998 to March 31, 2011 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 March 31, 2011, are not necessarily indicative of the results that can be expected for the year ending September 30, 2011.
YUMMIES, INC.
(A Development Stage Company)
BALANCE SHEETS
MARCH 31, 2011 AND SEPTEMBER 30, 2010
| | | March 31, | | September 30, | |
| | | 2011 | | | 2010 | |
| Assets | | | | | | |
| | | | | | | |
| Current Assets: | | | | | | |
| Cash | | $ | 79 | | | $ | 112 | |
| | | | | | | | | |
| Total current assets | | | 79 | | | | 112 | |
| | | | | | | | | |
| Total Assets | | $ | 79 | | | $ | 112 | |
| | | | | | | | | |
| Liabilities and Stockholders' Equity | | | | | | | | |
| | | | | | | | | |
| Current Liabilities: | | | | | | | | |
| Accounts payable | | $ | 3,000 | | | $ | 4,100 | |
| Interest payable | | | 1,005 | | | | 854 | |
| Interest payable, stockholders | | | 4,077 | | | | 3,340 | |
| Note payable | | | 3,774 | | | | 3,774 | |
| Notes payable, stockholders | | | 20,100 | | | | 16,000 | |
| | | | | | | | | |
| Total current liabilities | | | 31,956 | | | | 28,068 | |
| | | | | | | | | |
| Stockholders' Equity: | | | | | | | | |
| Common stock, $.001 par value | | | | | | | | |
| 50,000,000 shares authorized, | | | | | | | | |
| 2,505,000 issued and outstanding | | | 2,505 | | | | 2,505 | |
| Additional paid-in capital | | | 13,227 | | | | 12,507 | |
| Deficit accumulated during the | | | | | | | | |
| development stage | | | (47,609 | ) | | | (42,968 | ) |
| | | | | | | | | |
| Total stockholders' equity | | | (31,877 | ) | | | (27,956 | ) |
| Total Liabilities and | | | | | | | | |
| Stockholders' Equity | | $ | 79 | | | $ | 112 | |
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 | | | Six Months | | | Six Months | | | (Inception) | |
| | | Ended | | | Ended | | | Ended | | | Ended | | | Through | |
| | | March 31, | | | March 31, | | | March 31, | | | March 31, | | | March 31, | |
| | | 2011 | | | 2010 | | | 2011 | | | 2010 | | | 2011 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Revenues | | $ | -- | | | $ | -- | | | $ | -- | | | $ | -- | | | $ | -- | |
| | | | | | | | | | | | | | | | | | | | | |
| Expenses, general | | | | | | | | | | | | | | | | | | | | |
| and administrative | | | 775 | | | | 664 | | | | 3,753 | | | | 3,367 | | | | 42,527 | |
| | | | | | | | | | | | | | | | | | | | | |
| Operating loss | | | (775 | ) | | | (664 | ) | | | (3,753 | ) | | | (3,367 | ) | | | (42,527 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Other income (expense) | | | | | | | | | | | | | | | | | | | | |
| Interest expense | | | (477 | ) | | | (396 | ) | | | (888 | ) | | | (791 | ) | | | (5,082 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Net loss | | $ | (1,252 | ) | | $ | (1,060 | ) | | $ | (4,641 | ) | | $ | (4,158 | ) | | $ | (47,609 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Net loss per share | | $ | -- | | | $ | -- | | | $ | -- | | | $ | -- | | | $ | (.02 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Weighted Average Shares | | | 2,505,000 | | | | 2,505,000 | | | | 2,505,000 | | | | 2,505,000 | | | | 2,452,111 | |
The accompanying notes are an integral
part of the financial statements.
YUMMIES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | For the Six Months | | | For the Six Months | | | For the period June 10, 1998 | |
| | | Ended March 31, | | | Ended March 31, | | | (Inception) Through March 31, | |
| | | 2011 | | | 2010 | | | 2011 | |
| Cash flows from | | | | | | | | | |
| operating activities: | | | | | | | | | |
| Net loss | | $ | (4,641 | ) | | $ | (4,158 | ) | | $ | (47,609 | ) |
| | | | | | | | | | | | | |
| Adjustment to reconcile net loss to cash provided by operating activities: | | | | | | | | | | | | |
| Increase (decrease) in accounts payable and interest payable | | | (212 | ) | | | (708 | ) | | | 8,082 | |
| | | | | | | | | | | | | |
Expenses paid directly by shareholder | | | 720 | | | | 240 | | | | 3,703 | |
| | | | | | | | | | | | | |
Accounts payable converted into note payable | | | 4,100 | | | | -- | | | | 7,874 | |
| | | | | | | | | | | | | |
Net cash used by operating activities | | | (33 | ) | | | (4,626 | ) | | | (27,950 | ) |
| | | | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Cash flows from financing activities: | | | -- | | | | -- | | | | -- | |
| | | | | | | | | | | | | |
| Issuance of common stock | | | -- | | | | -- | | | | 12,029 | |
| | | | | | | | | | | | | |
| Proceeds from note payable | | | -- | | | | -- | | | | 16,000 | |
| | | | | | | | | | | | | |
| Net cash provided by financing activities | | | -- | | | | -- | | | | 28.029 | |
| | | | | | | | | | | | | |
| Net increase (decrease) in cash | | | (33 | ) | | | (4,626 | ) | | | 79 | |
| | | | | | | | | | | | | |
| Cash, beginning of period | | | 112 | | | | 5,057 | | | | -- | |
| | | | | | | | | | | | | |
| Cash, end of period | | $ | 79 | | | $ | 431 | | | | 79 | |
| | | | | | | | | | | | | |
| 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 was formed to pursue business opportunities. The Company has not commenced principal operations and is considered a "Development Stage Company" as defined by FASB ASC 915 (formerly Statement of Financial Accounting Standards (SFAS) No. 7).
b. Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America.
In July 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 105-10, formerly Statement of Financial Accounting Standards (“SFAS”) No. 168, The FASB Accounting Standards Codification and Hierarchy of Generally Accepted Accounting Principles, which became the single source of authoritative GAAP recognized by the FASB. ASC 105-10 does not change current U.S. GAAP, but on the effective date, the FASB ASC superseded all then existing non-SEC accounting and reporting standards.
The Company adopted ASC 105-10 during the year ended September 30, 2010 and revised its referencing of GAAP accounting standards in these financial statements to reflect the new standards.
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.
Notes to Financial Statements - Continued
d. Net Loss Per Share
The net loss per share calculation is based on the weighted average number of shares outstanding during the period.
e. Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
f. Fair Value of Financial Instruments
| | ASC 820-10 (formerly SFAS No. 157, Fair Value Measurements) requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of March 31, 2011 and September 30, 2010, the carrying value of certain financial instruments approximates fair value due to the short-term nature of such instruments. |
2. Notes Payable
On January 10, 2007, and May 22, 2009 the Company converted $2,105 and $1,669 of accounts payable from its transfer agent into a one-year notes payable. The note balance of $3,774 at March 31, 2011 and September 30, 2010 bears interest at 8% and both principal and accrued interest is convertible into common stock at $.025 per share. The first note payable was due on January 10, 2008. The second note payable was due on May 22, 2010.
Notes to Financial Statements - Continued
3. Notes Payable, Stockholders
Stockholder notes payable consist of the following at March 31, 2011 and September 30, 2010:
| | | March 31, | | | September 30, | |
| | | 2011 | | | 2010 | |
| 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 between January 10, 2009 and December 14, 2011. The notes principal and accrued interest are | | | | | | | | |
| convertiblento common stock at $.025 per share. | | | 14,100 | | | | 10,000 | |
| | | | | | | | | |
| | | $ | 20,100 | | | $ | 16,000 | |
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.
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 $42,969 that may be offset against
future federal income taxes. If not used, the carryforwards will expire between 2022 and 2030. Due to the Company being in the development stage and
incurring net operating losses, a valuation allowance has been provided to reduce the deferred tax assets from the net operating losses to zero.
Therefore, there are no tax benefits recognized in the accompanying statement of operations.
7. Going Concern
As shown in the accompanying financial statements, the Company incurred a net loss of $4,641 during the six months ended March 31, 2011 and
accumulated losses of $47,609 since inception at June 10, 1998. The Company's current liabilities exceed its current assets by $31,877 at March 31, 2011.
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.
8. Subsequent Event
On May 2, 2011, a shareholder loaned the Company $5,000. The note payable is due May 2, 2012 and bears interest at 8%. The note is convertible
into common stock at $.025 per share.
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 six month Period Ended December 30, 2010 and 2010
The Company did not generate any revenue during the three and six months ended March 31, 2011 and 2010.
General and administrative expenses were $775 and $3,753, respectively, for the three and six months ended March 31, 2011, compared to general and administrative expenses of $664 and $3,367, respectively, for the same period in 2010. Interest expense was $477 and $888, respectively, for the three and six months ended March 31, 2011 compared to $396 and $791, respectively, for the same period in 2010. Expenses were largely due to accounting, legal and other professional costs. As a result of the foregoing, the Company realized net losses of $1,252 and $4,641, respectively, for the three and six months ended March 31, 2011 compared to $1,060 and $4,158, respectively, for the same period in 2010. 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 March 31, 2011, assets consisted of $79 in cash. Liabilities consisted of $3,000 in accounts payable, $5,082 in accrued interest, a note payable of $3,774, and $20,100 notes payable to two stockholders, for total liabilities of $31,956, leaving the Company without any working capital.
Since 2007, the Company has borrowed money from two stockholders of the Company. At March 31, 2011 the outstanding balance is $20,100. The notes are unsecured, bear interest at 8% and are convertible into common stock at $.025 per share.
Currently, the Company has no material commitments for capital expenditures. Management anticipates that operating expenses for the next twelve months will be approximately $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, March 31, 2011, (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 March 31, 2011) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART 2 - OTHER INFORMATION
(a) Exhibits
Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification.
Exhibit 32.1 Certification by the Chief Executive Officer/Acting Chief Financial Officer Relating to a Periodic Report Containing Financial Statements.*
* 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.
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 |
| May 12, 2011 | |
