Synrgy (SNGY) 10-Q 2012 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2012

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ___________ to ___________

Yaboo, Inc.

(Exact name of registrant as specified in its charter)

Nevada	7221	26-3606113
(State or other jurisdiction of	(Primary Standard	IRS I.D.
incorporation or organization)	Industrial Classification
	Code Number)

70 West Madison St., Suite 1400
Chicago, IL	60602
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number: 312-214-6116

SEC File No:  333-164999

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 o

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  o  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	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 o

As of May 30, 2012 there were 47,278,000 shares issued and outstanding of the registrant’s common stock.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 2.	Management’s Discussion and Analysis or Plan of Operation.	4
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	9
Item 4.	Controls and Procedures.	9
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings.	10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	10
Item 3.	Defaults Upon Senior Securities	10
Item 4.	(Removed and Reserved).	10
Item 5.	Other Information.	10
Item 6.	Exhibits.	11

2

PART I — FINANCIAL INFORMATION

YABOO, INC.

Financial Statements

(Unaudited)

As of March 31, 2012 and 2011

3

Table of Contents

Consolidated Balance Sheet	F-2
Consolidated Statement of Operation	F-3
Consolidated Shareholders Equity	F-4
Consolidated Statement of Cash Flows	F-5
Notes to Consolidated Financial Statements	F-6

F-1

YABOO, INC

BALANCE SHEET

	March 31			December 31			December 31
	2012			2011			2010
ASSETS
Current assets:
Cash and cash equivalents	$	2,261		$	1,644		$	25,451
Accounts receivable, net		-			-			29,634
Inventory		-			1,329			7,670
Total Current Assets	$	2,261		$	2,973		$	62,755
Fixed assets:
Improvement, net	$	153,968		$	189,605		$	204,429
Total Fixed Assets	$	153,968		$	189,605		$	204,429
TOTAL ASSETS	$	156,229		$	192,578		$	267,184
LIABILITIES & EQUITY
Current liabilities:
Accounts payable	$	-		$	-		$	40,115
Loan from shareholders		84,370			113,293			85,440
Total current liabilities	$	84,370		$	113,293		$	125,555
Total liabilities	$	84,370		$	113,293		$	125,555
Stockholders' Equity:
Common stock, $0.001 par value;
500,000,000 shares authorized;
47,278,000 shares issued and outstanding.	$	47,278		$	47,278		$	47,278
Paid-in capital		419,122			419,122			419,122
Deficit accumulated		(399,475	)		(392,049	)		(329,707	)
Accumulated other comprehensive loss		4,934			4,934			4,936
Total stockholders' equity	$	71,859		$	79,285		$	141,629
TOTAL LIABILITIES & EQUITY	$	156,229		$	192,578		$	267,184

F-2

YABOO, INC

STATEMENT OF OPERATION

	Three Months Ended			Three Months Ended
	March 31, 2012			March 31, 2011
	(Unaudited)			(Unaudited)
Revenues	$	6,189		$	12,349
Cost of Goods Sold		3,942			9,179
Gross Profit	$	2,247		$	3,170
Operating expenses:
Selling, general and administrative expenses		6,343			33,082
Depreciation and amortization expenses		3,330			3,706
Total Operating Expenses	$	9,673		$	36,788
Operating Loss	$	(7,426	)	$	(33,618	)
Investment income, net	$	-		$	4
Interest Expense, net	$	-		$	-
Loss before income taxes	$	(7,426	)	$	(33,614	)
Loss tax expense	$	-		$	-
Net income (loss)	$	(7,426	)	$	(33,614	)
Net income (loss) per common share- Basics	$	(0.00	)	$	(0.00	)
Net income (loss) per common share- Diluted	$	(0.00	)	$	(0.00	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		-			-
Other comprehensive income (loss)	$	-		$	-
Comprehensive Income (Loss)	$	(7,426	)	$	(33,614	)

F-3

YABOO, INC

STATEMENT OF STOCKHOLDERS EQUITY

The Period August 11, 2008 ( Date of Inception)

through March 31, 2012

					Additional					Other			Total
	Common Stock				Paid-in		Deficit			Comprehensive			Stockholders'
	Shares		Amount		Capital		Accumulated			Income (loss)			Equity
Issuance of common stocks
to shareholders  @0.001 per
share on August 12, 2008		500,000	$	500	$	-							$	500
Issuance of common stocks
to shareholders  @0.005 per
share on August 31, 2008		27,400,000	$	27,400	$	109,600							$	137,000
Issuance of common stocks
to shareholders  @0.01 per
share on October 31, 2008		16,000,000	$	16,000	$	144,000							$	160,000
Issuance of common stocks
to shareholders  @0.05 per
share on December 31, 2008		3,142,000	$	3,142	$	153,958							$	157,100
Issuance of common stocks
to Williams @0.05 per share
on December 31, 2008		236,000	$	236	$	11,564							$	11,800
Net loss for the period
ended December 31, 2008							$	(13,275	)				$	(13,275	)
Balance, December 31, 2008		47,278,000	$	47,278	$	419,122	$	(13,275	)	$	-		$	453,125
Net loss for the period
ended December 31, 2009							$	(176,748	)	$	-		$	(176,748	)
Balance, December 31, 2009		47,278,000	$	47,278	$	419,122	$	(190,023	)	$	-		$	276,377
Net loss for the period
ended December 31, 2010							$	(139,684	)				$	(139,684	)
Other comprehensive gain (loss)										$	4,936		$	4,936
Balance, December 31, 2010		47,278,000	$	47,278	$	419,122	$	(329,707	)	$	4,936		$	141,629
Net loss for the period
ended December 31, 2011							$	(62,342	)				$	(62,342	)
Other comprehensive gain (loss)										$	(2	)	$	(2	)
Balance, December 31, 2011		47,278,000	$	47,278	$	419,122	$	(392,049	)	$	4,934		$	79,285
Net loss for the period
ended March 31, 2012							$	(7,426	)				$	(7,426	)
Other comprehensive gain (loss)										$	-		$	-
Balance, March 31, 2012		47,278,000	$	47,278	$	419,122	$	(399,475	)	$	4,934		$	71,859

F-4

YABOO, INC

STATEMENT OF CASH FLOWS

	Three Months Ended			Three Months Ended
	March 31, 2012			March 31, 2011
Operating Activities:	(Unaudited)			(Unaudited)
Net loss	$	(7,426	)	$	(33,614	)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation Expense		3,330			3,706
Accounts receivable		-			5,878
Inventory		1,329			177
Accounts payable		-			15,835
Loan from shareholders/officers		(28,924	)		(13,970	)
Net cash provided by operating activities	$	(31,691	)	$	(21,988	)
Investing Activities:
Improvement	$	-		$	-
Proceeds from disposal of fixed assets		32,308			-
Net cash provided by investing activities	$	32,308		$	-
Financing Activities:
Proceeds from issuance of common stock	$	-		$	-
Net cash provided by financing activities	$	-		$	-
Effect of  Exchange Rate on Cash	$	-		$	-
Net increase (decrease) in cash and cash equivalents	$	617		$	(21,988	)
Cash and cash equivalents at beginning of the period	$	1,644		$	25,450
Cash and cash equivalents at end of period	$	2,261		$	3,462

F-5

YABOO, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE A- BUSINESS DESCRIPTION

Yaboo, Inc. (the “Company”), incorporated under the laws of Nevada on August 11, 2008, with registered address at 375 Stephanie St., Suite 1411, Henderson, NV 89014.  Yaboo, Inc. operates its business in the U.S. and wholly owned branch located in the State of Illinois and has principal office at, 70 W Madison ST, STE 1400, Chicago, IL 60602, USA.

In addition to the U.S. operation, Yaboo, Inc established and registered a wholly foreign owned subsidiary in China on April 17, 2009.  Yaboo Agriculture (Taizgou) co, Ltd, the 100% wholly owned subsidiary, is located at Hailing Modern Agricultural Demonstration Zone, Hailing District, TaiZhou City, Jiangsu Province, People’s Republic of China, to conduct and operate the business.  

In October, 2009, Yaboo Agriculture (Taizgou) Co, Ltd. acquired the 100% ownership of a Chinese company, Qilin Bay Restaurant Co., Ltd. (“Qilin Bay”), owned by Taizhou Sunny Agricultural Development Co., Ltd.  Taizhou Sunny Agricultural Development Co., Ltd. was 100% owned and operated by local district government, Hailing Modern Agricultural Demonstration Zone Administration Office.  Yaboo Agriculture (Taizhou) Co., Ltd. paid cash of $146,455 to Taizhou Sunny Agricultural Development Co., Ltd., for the 100% ownership of Qilin Bay.

Qilin Bay Restaurant Co., Ltd. (“Qilin Bay”), was incorporated on July 16, 2008 by Taizhou Sunny Agricultural Development Co., Ltd. to operate a specialty restaurant located in North Jiangzhou Road, Hailing Modern Agriculture Demonstration Zone, Hailing District, Taizhou City, Jiangsu Province, China.

Qilin Bay is a Chinese themed fresh foods restaurant. The restaurant features variety of fresh seafood complemented by a variety of sauces, and high quality of healthy and frozen free vegetables, beef, pork, ribs, chicken entrees and noodles dishes.  Qilin Bay also offers specialty appetizers, desserts and full liquor service.

In February 2012, the Company signed an agreement with local government, Hailing Modern Agricultural Demonstration Zone Administration Office.  In the Agreement, Hailing Modern Agricultural Demonstration Zone Administration Office would take over the operation of the Qilin Bay Restaurant effective on February, 2012.  At the end of February 2012, the Company will not responsible for the Qilin Bay Restaurant’s profit or loss, or incur any new liabilities.

F-6

YABOO, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES

Going Concern and Plan of Operation

The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had accumulated net loss of $329,707 from August 11, 2008 (Date of Inception) to December 31, 2010, and the net loss of $63,342 for the year ended December 31, 2011, and net loss of $ 7,426 for the fiscal quarter ended March 31, 2012.  These conditions raise substantial doubt about its ability to continue as a going concern.  These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Development Stage Company

As defined in ASC 915, “Accounting and Reporting by Development Stage Enterprises”, The Company has devoted substantial its efforts to the corporate formation, China’s business registration and acquisition, restaurant license approval, and particularly the raising of capital for continuing operation of Qilin Bay Restaurant.  Though there was sales revenue generated through operation of Qilin Bay Restaurant, the significant net loss and negative cash flows indeed caused the management to seek more capital or financing resources.  Without additional capital or financing, the Company may have immediate difficulty to operation.  Even though, the management believes that the Company’s inability to achieve or sustain profitability is not a basis for designation as a development stage entity pursuant to ASC 915.

Basis of accounting

The financial statements reflect the assets, revenues and expenditures of the Company on the accrued basis of accounting.

The Company’s fiscal year end is December 31.

F-7

YABOO, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Principles of Consolidation

The consolidated financial statements of the Company include the accounts of Yaboo, Inc., and Yaboo Taizhou Agriculture Co., Ltd.  All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

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

Foreign Currency Translation

The Company has determined the United States dollars to be its functional currency for Yaboo, Inc; People’s Republic of China Chines Yuan Renminbi to be its functional currency in Yaboo Agriculture (Taizhou) co., Ltd.  Assets and liabilities were translated to U.S. dollars at the period-end exchange rate.  Statement of operations amounts were translated to U.S. dollars using the first date of each month during the year.  Gains and losses resulting from translating foreign currency financial statements are accumulated in other comprehensive income (loss), a separate component of shareholders’ equity.

Concentration of credit risk

The Company maintains its cash in bank accounts which, at times, may exceed the federally insured limits.  The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash.

Cash and Cash Equivalents

The Company considers all highly-liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2012, and March 31, 2011, there were $ 2,261 and $ 3,462 cash and cash equivalents respectively.

F-8

YABOO, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Account Receivable

The Company would allow a few local government organizations to sign a sales receipt instead of immediately cashed paid after their eating; and the restaurant would send the government department a bill for the payment. The bills are due in three months or less. As of March 31, 2012, there is no account receivable for the Company.

Property, Plant, and Equipment Depreciation

Property, plant, and equipment are stated at cost.  Depreciation is being provided principally by straight line methods over the estimated useful lives of the assets.  As of December 31, 2008, there were no fixed assets in the Company’s balance sheets.

During September and October 2009, the Company incurred the remodeling and improvement for re-opening the restaurant business, the improvement was recorded as fixed asset to depreciate over 15 years with straight line method at mid month convention.  The net improvement balance as of March 31, 2012 was $ 153,967.

The total remodeling and improvement net value showed as following:

Remodeling and  Improvement
	Total Net Value
Square & Parking Lot	$	79,488
Gate & Sign	$	39,006
Entertainment Stage	$	13,130
19 Private Dining Rooms	$	22,343
Total Value	$	153,967

On February 29, 2012, the Company received $32,308 cash and transferred total of $32,308 net fixed asset to the local government, Hailing Modern Agricultural Demonstration Zone Administration Office. Transferred assets were as below:

	Assets Disposed
Bar Table	$	7,074
19 Private Dining Rooms	$	2,919
Dormitory	$	10,948
Sales Station	$	9,505
Windows	$	1,862
	$	32,308

F-9

YABOO, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property, Plant, and Equipment Depreciation (Continued)

Assessing and accounting for asset impairment:

An asset is impaired if the carrying amount exceeds its recoverable amount. Signs of impairment may be internal or external factors that would indicate that potentially the recoverable amount of an asset is less than its carrying value.

Leading to impairment for Company’s assets may be damage to particular assets/areas due to circumstances beyond Company’s control.

The Company is required to identify assets that may be impaired if an indication on impairment exists.

The Company would take steps to make sure that the assets impairment is adequately assessed and accounted for:

·   Maintenance of fixed assets register to ensure existence of adequate custody over fixed assets.

·   Physical verification of all Company owned assets to ensure location of fixed assets owned by the Company is known at all times.

·   The continuous reconciliation of fixed asset accounts to the Asset Management to ensure the University’s accounts reflect the detailed fixed asset register.

·   Authorization of all asset related transactions, such as acquisition, transfer, disposal and amendments.

·   Segregation of duties.

During the year 2009, 2012, and 2011, the Company did not find any indication of the assets damages or impairment, therefore there was no impairment loss assessed.

F-10

YABOO, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Inventory

The inventory was valued at cost of purchase from local suppliers.  Inventories consist of food and beverages, and are stated at the lower of cost (first-in, first-out) or market. The Company periodically makes advance purchases of various inventory items such as beverages, fresh seafood, and other related materials to ensure adequate supply or to obtain favorable pricing. And the company purchases the fresh vegetables and meats every other day.  As of March 31, 2012, the inventory balance was $0.

Revenues

The Company records the food and beverage sales upon the foods and beverage are delivered and consumed by customers.  The restaurant was opened on October 22, 2009, most of retail customers paid the cash after their eating; and a few local government organizations did sign the sales receipts and the restaurant would send the local government departments bills for payments.  It is very common practice particularly the Qilin Bay Restaurant is special licensed by local government.  The payment terms are within 90 days.

In February 2012, the Company signed an agreement with local government, Hailing Modern Agricultural Demonstration Zone Administration Office.  In the Agreement, Hailing Modern Agricultural Demonstration Zone Administration Office will take over the operation of the Qilin Bay Restaurant effective on March 1, 2012.  From March 1, 2012, the Company will not responsible for the Qilin Bay Restaurant’s profit or loss, or incur any new liabilities, therefore, there’s no sales income of Qilin Bay and according expenses were realized and recorded.

 For the three months period ended March 31, 2012 and 2011, there were total sales revenue of $ 6,189 and $12,349 respectively.

 Cost of Goods Sold

The cost of goods sold and inventories were valued at cost of purchase from local suppliers.  The purchase order was placed when the restaurant as needed. Cost of sales is consisting of food, beverage, retail merchandizes, and other related materials. For the three months period ended March 31, 2012 and 2011, the Cost of Goods Sold was $3,942 and $ 9,179 respectively.

F-11

YABOO, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Operating Expenses

Operating expenses are consisting of labor expenses, other restaurant operating expenses, general and administrative expenses, professional expense, rent expense and depreciation expenses. Labor expenses include all direct and indirect labor costs that incurred in operations; other restaurant operating expenses include certain unit-level operating costs such as operating supplies, rent, repair and maintenance, advertising expenses, utilities, and other miscellanies costs.  Detail was showed in Exhibit A.

Basics and Diluted Net Loss Per Common Share

Basic earnings per share is computed by dividing income available to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. Diluted earnings per share assume that any dilutive convertible securities outstanding were converted, with related preferred stock dividend requirements and outstanding common shares adjusted accordingly. It also assumes that outstanding common shares were increased by shares issuable upon exercise of those stock options for which market price exceeds the exercise price, less shares which could have been purchased by us with the related proceeds. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive.

The Company only issued one type of shares, i.e., common shares only.  There are no other types securities were issued.  Accordingly, the diluted and basics net loss per common share are the same.

Stock-Based Compensation

The Company accounts for stock issued for services using the fair value method.  In accordance with ASC 718, Stock Compensation, the measurement date of shares issued for services is the date at which the counterparty’s performance is complete.  In the year 2009 and 2010, there were no stock-based compensation incurred.

Income Tax

The Company filed extension for corporate tax return Form 1120 to Internal Revenue Service and IL 1120 to the State of Illinois for the year 2010.  There were no income tax liabilities to Federal and State of IL due to the net loss.  There is no income tax for the State of Nevada.

F-12

YABOO, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements

Business Combinations —The new guidance on business combinations retains the underlying concepts of the previously issued standard in that the acquirer of a business is required to account for the business combination at fair value. As with previous guidance, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition. The excess of the purchase price over the estimated fair values are recorded as goodwill. The new pronouncement results in some changes to the method of applying the acquisition method of accounting for business combinations in a number of significant aspects. Under the new guidance, all acquisition costs are expensed as incurred and in-process research and development costs are recorded at fair value as an indefinite-lived intangible asset. Prior to the adoption, in-process research and development costs were immediately expensed and acquisition costs were capitalized. Further, the new guidance generally requires restructuring charges associated with a business combination to be expensed subsequent to the acquisition date.

Derivative Instruments and Hedging Activities — The pronouncement requires additional disclosures about the objectives of derivative instruments and hedging activities, the method of accounting for such instruments, and a tabular disclosure of the effects of such instruments and related hedged items on Financial Statements. The pronouncement does not change the accounting treatment for derivative instruments.

Fair Value Measurements and Disclosures — The pronouncements define fair value, establish guidelines for measuring fair value, and expand disclosures regarding fair value measurements.

Variable Interest Entities and Transfers of Financial Assets and Extinguishments of Liabilities — The pronouncement on transfers of financial assets and extinguishments of liabilities removes the concept of a qualifying special-purpose entity and removes the exception from applying variable interest entity accounting to qualifying special-purpose entities. The new guidance on variable interest entities requires an entity to perform an ongoing analysis to determine whether the entity’s variable interest or interests give it a controlling financial interest in a variable interest entity. The pronouncements are effective for fiscal years beginning after November 15, 2009.

Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.

F-13

YABOO, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE C – RELATED PARTY TRANSACTIONS

Loans from Shareholders/Officers

As of March 31, 2012, the officer, Mr. Baoguo Jiang, have loaned $84,370 to the Company to setting up and continue operating the corporation and business.

The loan was for the company’s operation purpose without interest charge, the loan may be requested to pay off as long as the Company can generate sufficient cash flows.

Common Shares Issued to Executive and Non-Executive Officers and Directors

As of March 31, 2012, total 37,800,000 shares were issued to officers and directors.  Please see the Table below for details:

Name	Title	Share QTY		Date	% of Common Share
Baoguo Jiang	CEO		27,800,000	8/12/08		58.80	%
Zhanmin Gao	Secretary		5,000,000	12/1/08		10.58	%
Zhongming Wang	Vice President		5,000,000	12/1/08		10.58	%
TOTAL			37,800,000			79.95	%

NOTE D – SHAREHOLDERS’ EQUITY

Under the Company’s Articles of Incorporation dated August 11, 2008, the Company is authorized to issue 500,000,000 shares of capital stock with a par value of $0.001.

On August 11, 2008, the Company was incorporated in the State of Nevada.

On August 12, 2008, the Company issued 500,000 shares to the founders of the Company, Baoguo Jiang at $0.001 per share or $500 for common stock (stock subscription receivable).  The $500 was received in October 2008.

On August 31, 2008, the Company issued total 27,400,000 shares to the founder and CEO of the company, Baoguo Jiang, at $0.005 per share or $137,000 for common stock (stock subscription receivable).  The $137,000 was received on December 1, 2008.

F-14

YABOO, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE D – SHAREHOLDERS’ EQUITY (Continued)

On October 30, 2008, the Company issued total 16,000,000 shares to the founder and CEO of the company, Baoguo Jiang, at $0.01 per share or $160,000 for common stock (stock subscription receivable).  The $160,000 was received on December 1, 2008.

On December 1, 2008, the founder and CEO of the company, Baoguo Jiang, transferred 16,100,000 of his share as gift to 5 individual.

On December 1, 2008, the founder and CEO of the company, Baoguo Jiang, transferred total 16,100,000 of his share as gift to 5 individual. All transferred shares were restricted shares subject to SEC rule 144 and would be hold for at least 6 months, beginning with the date when the securities were bought and fully paid, i.e., December 1, 2008.  Detail list as follow:

Name	Transfer Date	Shares QTY
Zhanmin Gao	12/1/2008		5,000,000
Zhongming Wang	12/1/2008		5,000,000
Jianhua Li	12/1/2008		6,000,000
Xinwei Shi	12/1/2008		50,000
Lijun Jia	12/1/2008		50,000
Total			16,100,000

On December 31, 2008, additional 3,142,000 shares were issued to 52 non-affiliated shareholders at $ 0.05 per share or $ 157,100 for common stocks.

On December 31, 2008, 236,000 shares were issued to Williams Law Group at $ 0.05 per share for the legal service value $ 11,800.

There were no shares issued in 2009, 2010 ,2011and the first fiscal quarter 2012.

As of March 31, 2012, the total 47,278,000 shares were issued and outstanding.

F-15

YABOO, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE E – Acquisition of Qilin Bay

In October 22, 2009, Yaboo Agriculture (Taizgou) Co, Ltd. acquired the 100% ownership of a Chinese restaurant, Qilin Bay Restaurant Co., Ltd. (“Qilin Bay”), owned by Taizhou Sunny Agricultural Development Co., Ltd.  Taizhou Sunny Agricultural Development Co., Ltd. was 100% owned and operated by local district government, Hailing Modern Agricultural Demonstration Zone Administration Office.

Qilin Bay Restaurant Co., Ltd. (“Qilin Bay”), was incorporated on July 16, 2008 by Taizhou Sunny Agricultural Development Co., Ltd. to operate a specialty ecological restaurant located in North Jiangzhou Road, Hailing Modern Agriculture Demonstration Zone, Hailing District, Taizhou City, Jiangsu Province, China.  After Qilin Bay was incorporated and licensed to conduct restaurant business, Qinlin Bay conducted the restaurant business from August 2008 to December 2008, then the restaurant business was closed, and the Qilin Bay was inactive from January to September 2009.

In September 22, 2009,  Yaboo Agriculture (Taizhou) Co., signed an agreement with Taizhou Sunny Agricultural Development Co., Ltd to initiate the transferring the ownership of Qilin Bay.  Yaboo Agriculture (Taizhou) Co., Ltd agreed to pay cash of $146,455 to Taizhou Sunny Agricultural Development Co., Ltd., for the 100% ownership of Qilin Bay.

Based on the appraised value of Qilin Bay, at Qilin Bay’s books, Qilin Bay was inactive and there was an only asset, $146,455 balance at bank account as required by local Chinese regulations to keep the restaurant license.  The fair value of Qilin Bay was appraised as $146,455.  Accordingly, Yaboo Agriculture (Taizhou) Co., Ltd. paid cash of $146,455 to the owner of the Qilin Bay, Taizhou Sunny Agricultural Development Co., Ltd., for the 100% ownership of bank account of $146,455 Qilin Bay, in fact acquired the restaurant business license through this acquisition.  There was no goodwill or no comprehensive other income recognized at this license acquisition.

According to ASC 805, the transaction has been accounted for using the acquisition method of accounting which requires, that most assets acquired and liabilities assumed be recognized at the fair values as of acquisition date.  The following table summarizes the amounts recognized for assets acquired and liabilities assumed as of the acquisition date.

F-16

YABOO, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE E – Acquisition of Qilin Bay

As of September 22, 2009:	Amounts recognized as of Acquisition Date
Agriculture Bank Account Balance	$	146,455
Property, plant and equipment		0
Other noncurrent assets		0
Long-term debt		0
Other noncurrent liabilities		0
Total identifiable net assets		0
Net assets acquired	$	146,455
Total consideration (cash) transferred	$	146,455

After acquisition of the Qilin Bay Restaurant, the restaurant was remodeled and started to operate after October 2009.  The gross sales revenue generated through the restaurant was $32,272 and $ 175,672 for the six months period ended 2011 and 2010 respectively.

NOTE F GOING CONCERN

As shown in the accompanying financial statements which have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern, the Company has incurred net operating losses of $ 459,164 for the period August 11, 2008 (date of inception) through March 31, 2012, and the net operating loss of $ 7,426 for the three months period ended March 31, 2012.

There is no guarantee that the Company will be able to raise enough capital or generate more revenues to sustain its operations and carry out its business plan.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments relating to the carrying amounts of recorded assets or the carrying amounts and classification of recorded liabilities that may be required should the Company be unable to continue as a going concern.

The Company’s lack of operating history and financial resources also raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations.

F-17

Exhibit A

	Three Months Ended		Three Months Ended
	March 31, 2012		March 31, 2011
Expense
Automobile Expense		536		1,250
Bank Service Charges		8		55
Business License and Permit		28		203
China Operation Tax		121		1,455
Cleaning and Laundry		-		101
Depreciation Expense		3,330		3,706
Gift and Allowance		39		365
Meals and Entertainment		1,329		62
Office Supplies		8		13
Payroll Expenses		3,569		11,169
Rent Expense		-		15,822
Repairs and Maintenance		49		125
SEC Filling Fee		-		1,021
Telephone Expense		292		372
Transportation Expenses		364		-
Travel Expense		-		717
Utilities		-		323
Worker Compensation Insurance		-		29
Total Expense	$	9,673	$	36,788

F-18

Item 2.   Management’s Discussion and Analysis or Plan of Operation.

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q.

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking.  Forward-looking statements are, by their very nature, uncertain and risky.  These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them.  Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements.  You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Overview

We previously owned and operated only one restaurant, Qilin Bay Restaurant.  The sole source of our revenues was through operations of our one restaurant since the restaurant was opened on October 22, 2009.  

From August 11, 2008 through December 31, 2011, we generated $450,696 in revenues although we have had an operating loss during this period of ($438,151).  From August 11, 2008 through December 31, 2010, our total expenses including cost of goods and operating expenses was $902,433, and the averaged monthly cost, i.e., the monthly burn rate was $22,560.  As of December 31, 2011, the averaged monthly sales revenue was $11,267; and the net monthly negative cash flow was $11,293.   As of December 31, 2011, the cash balance in the bank was $1,644, which will only last for one week’s operations.  After two months, the founder of the Company, Mr. Jiang and other board members have orally agreed to loan to the company sufficient funds as the Company needs to continue operations to the extend we do not generate sufficient funds from cash flow from operation of the restaurant.  We do not have any written loan agreement in place with Mr. Baoguo Jiang or board members.  The loan will be for the company’s operation purpose without interest charge, the loan may be requested to pay off as long as the Company can generate sufficient cash flows to continue operations and repay the loan.  As of December 31, 2011, there was total $113,293 loan balance from shareholder, Mr. Baoguo Jiang.  

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In February 2012, the Company signed an agreement with local government, Hailing Modern Agricultural Demonstration Zone Administration Office.  In the Agreement, Hailing Modern Agricultural Demonstration Zone Administration Office will take over the operation of the Qilin Bay Restaurant effective on March 1, 2012.  From March 2012, the Company will not responsible for the Qilin Bay Restaurant’s profit or loss, or incur any new liabilities.

The Company is now a shell company and is aggressively seeking the new business in the same or similar industry in China.

Results of Operations

For the fiscal quarters ended March 31, 2012 vs. March 31, 2011.

Revenue

The Company records the food and beverage sales upon the foods and beverage are delivered and consumed by customers.  The restaurant was opened on October 22, 2009, most of retail customers paid the cash after their eating; and a few local government organizations did sign the sales receipts and the restaurant would send the local government departments bills for payments.  It is very common practice particularly the Qilin Bay Restaurant is special licensed by local government.  The payment terms are within 90 days.  For the three months period ended March 31, 2012 and 2011, there were total sales revenue of $ 6,189 and $ 12,349 respectively.  The less sales revenue for three month ended March 31, 2012 vs. 2011 was due to the transfer of operations described above.

Cost of Revenue

The cost of goods sold and inventories were valued at cost of purchase from local suppliers.  The purchase order was placed when the restaurant as needed. Cost of sales is consisting of food, beverage, retail merchandizes, and other related materials. For the three months period ended March 31, 2012 and 2011, the Cost of Goods Sold was $3,942 and $ 9,179 respectively, with the decrease a result of lower sales.

5

Expense

Our operation expenses consist of selling, general and administrative expenses, and depreciation expenses:

	Three Months Ended		Three Months Ended
	March 31, 2012		March 31, 2011
Expense
Automobile Expense		536		1,250
Bank Service Charges		8		55
Business License and Permit		28		203
China Operation Tax		121		1,455
Cleaning and Laundry		-		101
Depreciation Expense		3,330		3,706
Gift and Allowance		39		365
Meals and Entertainment		1,329		62
Office Supplies		8		13
Payroll Expenses		3,569		11,169
Rent Expense		-		15,822
Repairs and Maintenance		49		125
SEC Filling Fee		-		1,021
Telephone Expense		292		372
Transportation Expenses		364		-
Travel Expense		-		717
Utilities		-		323
Worker Compensation Insurance		-		29
Total Expense	$	9,673	$	36,788

Operating expenses are consisting of labor expenses, other restaurant operating expenses, general and administrative expenses, professional expense, rent expense and depreciation expenses. Labor expenses include all direct and indirect labor costs that incurred in operations; other restaurant operating expenses include certain unit-level operating costs such as operating supplies, rent, repair and maintenance, advertising expenses, utilities, and other miscellanies costs.

We had total operating expense of $ 9,673 and $ 36,788 for the three months period ended March 31, 2012 and 2011, it included selling, general and administrative expenses of $ 6,343 and $ 33,082, and depreciation expense $3,330 and $3,706 respectively.  The decrease of operating expense for the three month period ended March 31, 2012 vs. 2011 was due to the decrease of payroll expense and rent expense.

6

In February 2012, the Company signed an agreement with local government, Hailing Modern Agricultural Demonstration Zone Administration Office.  In the Agreement, Hailing Modern Agricultural Demonstration Zone Administration Office will take over the operation of the Qilin Bay Restaurant effective on March 1, 2012.  From March 1, 2012, the Company will not responsible for the Qilin Bay Restaurant’s profit or loss, or incur any new liabilities, therefore, there’s no sales income of Qilin Bay and according expenses were realized and recorded.

Income & Operation Taxes

We are subject to income taxes in the U.S., while the China operations were subject to the income tax laws of China.

We paid no income taxes due to the net operation loss in USA.

Net Loss

We incurred net losses of $ 7,426 and $ 33,614 for the three months period ended March 31, 2012 and 2011.  

Commitments and Contingencies

Yaboo Agriculture (Taizhou) Co., Ltd. acquired the 100% share of a local Chinese company, Qilin Bay Ecological Resurant Co., Ltd, owned by Taizhou Sunny Agricultural Development Co., Ltd. in October 2009.  The Qilin Bay Restaurant is specialty restaurant located in North Jiangzhou Road, Hailing Modern Agriculture Demonstration Zone.

In September 2009, Yaboo Agriculture (TaiZhou) Co., Ltd entered into a leasing agreement with Taizhou Sunny Agricultural Development co., Ltd for leasing the Qilin Village staff dormitory and cafeteria from September 1, 2009 to August 31, 2014, and provide for renewal options.

In February 2012, the Company signed an agreement with local government, Hailing Modern Agricultural Demonstration Zone Administration Office.  In the Agreement, Hailing Modern Agricultural Demonstration Zone Administration Office will take over the lease and operation of the Qilin Bay Restaurant effective on March 1, 2012.  From March 2012, the Company will not responsible for the Qilin Bay Restaurant’s lease payment, or any profit or loss, or incur any new liabilities.

7

Foreign Currency Translation

The Company has determined the United States dollars to be its functional currency for Yaboo, Inc; People’s Republic of China Chines Yuan Renminbi to be its functional currency in Yaboo Agriculture (Taizhou) co., Ltd.  Assets and liabilities were translated to U.S. dollars at the period-end exchange rate.  Statement of operations amounts were translated to U.S. dollars using the first date of each month during the year.  Gains and losses resulting from translating foreign currency financial statements are accumulated in other comprehensive income (loss), a separate component of shareholders’ equity.

Liquidity and Capital Resources

	At March 31			At December 31
	2012			2011
Current Ratio*		0.03			0.03
Cash	$	2,261		$	1,644
Working Capital**	$	(82,109	)	$	(110,320	)
Total Assets	$	156,229		$	192,578
Total Liabilities	$	84,370		$	113,293
Total Equity	$	71,859		$	79,285
Total Debt/Equity***		1.17			1.43

*Current Ratio = Current Assets /Current Liabilities

**Working Capital = Current Assets – Current Liabilities

** Total Debt / Equity = Total Liabilities / Total Shareholders Equity.

The Company had cash and cash equivalents of $ 1,644 at December 31, 2011 and the negative working capital of $ 110,320; and cash and cash equivalent of $ 2,261 and the negative working capital of $ 82,109 at March 31, 2012.

Due to the continued operation loss, in February 2012, we negotiated an agreement with local government, Hailing Modern Agricultural Demonstration Zone Administration Office.  In the Agreement, Hailing Modern Agricultural Demonstration Zone Administration Office will take over the operation of the Qilin Bay Restaurant effective on March 1, 2012.  From March 2012, the Company will not responsible for the Qilin Bay Restaurant’s profit or loss, or incur any new liabilities.

The Company’s operating loss history and financial resources raise substantial doubt about its ability to continue as a going concern.  The Company’s financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operation.

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Item 3.  Quantitative and Qualitative Disclosure about Market Risk

Not applicable.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company has established disclosure controls and procedures to ensure that information required to be disclosed in this quarterly report on Form 10-Q was properly recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms.  The Company’s controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers to allow timely decisions regarding required disclosure.

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) at March 31, 2012 based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer/Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer/Chief Financial Officer concluded that, at March 31, 2012, our disclosure controls and procedures are not effective.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company's internal control over financial reporting that occurred during the Company's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

9

PART II — OTHER INFORMATION

Item 1.  Legal Proceedings.

None.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

(a)Unregistered Sales of Equity Securities.

The Registrant did not sell any unregistered securities during the three months ended March 31, 2012.

(b)Use of Proceeds.

The Registrant did not sell any unregistered securities during the three months ended March 31, 2012.

Item 3.  Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure.

Not applicable.

Item 5.  Other Information.

Not applicable.

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Item 6.  Exhibits.

(a) Exhibits.

Exhibit No.	Document Description
31.1	CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
32.1 *	CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002

Exhibit 101	Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
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**

_______

*  This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

11

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Yaboo, Inc., a Nevada corporation
May 30, 2012	By:	/s/ Baoguo Jing
		Baoguo Jing
		Principal Executive Officer

In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

May 30, 2012	By:	/s/ Baoguo Jing
		Baoguo Jing
		Principal Executive Officer
		Principal Financial Officer and Principal Accounting Officer

12

EXHIBIT INDEX

Exhibit No.	Document Description
31.1	CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
32.1 *	CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002

Exhibit 101	Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
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**

_______

*  This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

13