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ITEM
1.
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FINANCIAL
STATEMENTS.
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YUMMIES, INC.
FINANCIAL STATEMENTS
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Page
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Balance Sheets as of June 30, 2019 (unaudited) and September 30, 2018
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2
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Statements of Operations for the Three and Nine Months Ended June 30, 2019 and 2018 (unaudited)
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3
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Statements of Cash Flows for the Nine Months Ended June 30, 2019 and 2018 (unaudited)
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4
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Notes to Unaudited Financial Statements
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5
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YUMMIES, INC.
BALANCE SHEETS
JUNE 30, 2019 AND
SEPTEMBER 30, 2018
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June 30,
2019
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September 30,
2018
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Assets
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Current Assets:
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Cash and bank balance
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$
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31,166
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$
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-
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Prepaid expenses
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-
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4,000
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Total current assets
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31,166
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4,000
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Total Assets
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$
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31,166
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$
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4,000
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Liabilities and Stockholders’ Equity
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Current Liabilities:
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Accounts payable
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9,793
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-
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Total current liabilities
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9,793
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-
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Stockholders’ Equity:
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Common stock, $0.0001 par value, 450,000,000 shares authorized, 448,977,607 and 2,505,000 issued and outstanding
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44,897
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250
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Preferred stock, $0.0001 par value, 50,000,000 shares authorized, 0 issued and outstanding as of June 30, 2019; no shares authorized and issued and outstanding as of September 30, 2018
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-
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-
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Additional paid-in capital
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137,947
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129,601
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Accumulated deficit
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(161,471
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)
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(125,851
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)
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Total Stockholders’ Equity
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21,373
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4,000
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Total Liabilities and Stockholders’ Equity
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$
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31,166
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$
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4,000
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The accompanying notes are an integral part
of the financial statements.
YUMMIES, INC.
STATEMENTS OF OPERATIONS
THREE AND NINE
MONTHS ENDED JUNE 30, 2019 and 2018
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For the
Three Months Ended
June 30,
2019
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For the
Three Months Ended
June 30,
2018
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For the
Nine Months Ended
June 30,
2019
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For the
Nine Months Ended
June 30,
2018
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Revenues
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$
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-
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$
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-
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$
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-
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$
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-
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Expenses, general and administrative
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10,019
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5,275
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35,620
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17,725
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Operating loss
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(10,019
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)
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(5,275
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)
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(35,620
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)
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(17,725
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Other income (expense):
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Interest expense
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-
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(578
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)
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-
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(1,733
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)
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Net loss
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$
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(10,019
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)
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$
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(5,853
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$
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(35,620
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$
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(19,458
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)
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Net loss per share
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$
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-
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$
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--
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$
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-
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$
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(0.01
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Weighted average shares outstanding
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448,977,607
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2,505,000
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211,840,142
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2,505,000
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The accompanying notes are an integral part
of the financial statements.
YUMMIES, INC.
STATEMENTS OF CASH
FLOWS
NINE MONTHS ENDED
JUNE 30, 2019 AND 2018
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Nine Months
Ended
June 30,
2019
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Nine Months
Ended
June 30,
2018
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Cash flows from operating activities:
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Net loss
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$
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(35,620
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$
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(19,458
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Adjustments to reconcile net loss to cash provided by operating activities:
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Increase/decrease in prepaid expenses
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4,000
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(3,667
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Expenses paid directly by shareholder
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8,346
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12,000
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Increase in interest payable
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--
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1,733
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Increase in accounts payable
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9,793
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9,346
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Net cash generate/ (used) operating activities
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(13,481
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)
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(46
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Cash flows from investing activities
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-
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-
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Cash flows from financing activities
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Issuance of common stock
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44,647
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-
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Net increase / (decrease) in cash
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44,647
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(46
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Cash, beginning of period
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-
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46
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Cash, end of period
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$
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31,166
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$
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-
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Supplemental disclosure of cash flow information:
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Interest paid
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$
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-
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$
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-
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Income taxes paid
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$
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-
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$
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-
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The accompanying notes are an integral
part of the financial statements.
YUMMIES, INC.
NOTES TO FINANCIAL STATEMENTS
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1.
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Summary of Business and Significant Accounting Policies
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Yummies, Inc. (the “Company”)
was incorporated under the laws of the State of Nevada on June 10, 1998. Planned principal operations have not yet commenced.
The Company was formed to pursue business opportunities. On July 1, 2019, the Company filed a Form 8-K with the U.S. Securities
and Exchange Commission to report a change in shell company status. On June 18, 2019, the Company formed a wholly-owned subsidiary
under the laws of Singapore, Yummies Knowledge Management Pte. Ltd. The principal activities of Yummies Knowledge Management Pte.
Ltd. are in the field of management consultancy services and the provision of corporate training programs and motivational courses
in various areas of management.
The accompanying financial statements
have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United
States of America.
For purposes of the statement
of cash flows, the Company considers all highly liquid investments purchased with a maturity of three months or less to be cash
or cash equivalents.
The net loss per share calculation
is based on the weighted average number of shares outstanding during the period.
The preparation of financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those estimates.
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f.
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Fair Value of Financial Instruments
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ASC 820-10 requires entities
to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet,
for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at
which the instrument could be exchanged in a current transaction between willing parties. As of June 30, 2019 and September 30,
2018, the carrying value of certain financial instruments approximates fair value due to the short-term nature of such instruments.
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2.
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Issuance of Common Stock
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On August 13, 1998, the Company
issued 1,000,000 shares of its $0.001 par value common stock for an aggregate price of $1,000.
In February 1999, pursuant to
Rule 504 of Regulation D of the Securities Act of 1933, as amended, the Company sold 17,500 shares of its common stock at a price
of $1.00 per share. Costs of $6,471 associated directly with the offering were offset against the proceeds.
On December 15, 2000, an officer
and stockholder of the Company returned 600,000 shares of common stock to authorized but unissued shares.
On December 17, 2018, the Company
amended and restated its articles of incorporation. The authorized shares of common stock were increased from 50,000,000 shares
to 450,000,000 shares and the par value was changed from $0.001 to $0.0001 per share. The change has been reflected retroactively
in the accompanying financial statements. In addition, the Company authorized the issuance of 50,000,000 shares of preferred stock
having a par value of $0.0001 per share. As of June 30, 2019, no preferred shares have been issued.
In February 2019, pursuant
to an exemption from the registration requirements of the Securities Act of 1933, as amended, (the “Securities Act”)
provided by Section 4(a)(2) and Regulation S thereunder, the Company sold 446,472,607 shares of its common stock at a price of
$0.0001 per share for an aggregate price of $44,647. Issuance costs of $45,725 were offset against additional paid in capital in
the accompanying financial statements.
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3.
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Warrants
and Stock Options
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No options or warrants are outstanding
to acquire the Company’s common stock.
The Company has no taxable income
under Federal or State tax laws. The Company has loss carry forwards totaling $195,502 that may be offset against future federal
income taxes. If not used, the carry forwards will expire between 2021 and 2038. Due to the Company being in the development stage
and incurring net operating losses, a valuation allowance has been provided to reduce the deferred tax assets from the net operating
losses to zero. Therefore, there are no tax benefits recognized in the accompanying statement of operations. The income tax effect
of the Tax Cuts and Jobs Act have been completed in accordance with FASB ASC740.
As shown in the accompanying
financial statements, the Company incurred a net loss of $35,620 during the nine months ended June 30, 2019 and accumulated losses
of $161,471 since inception at June 10, 1998. The Company’s current assets exceed its current liabilities by $21,373 at June
30, 2019. The ability of the Company to continue as a going concern is dependent upon the success of raising additional capital
through the issuance of common stock and the ability to generate sufficient operating revenue. The financial statements do not
include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Management has evaluated subsequent
events through July 31, 2019, the date on which the financial statements were available to be issued.
ITEM 2.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
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The following management’s discussion
and analysis should be read in conjunction with our financial statements and the notes thereto and the other financial information
appearing elsewhere in this report.
Use of Terms
Except as otherwise indicated by the context
and for the purposes of this report only, references in this report to “we,” “our” and the “Company”
refer to Yummies, Inc., a Nevada corporation, including our wholly-owned subsidiary formed under the laws of Singapore, Yummies
Knowledge Management Pte. Ltd, on June 18, 2019.
Special Note Regarding Forward Looking
Statements
In addition to historical information,
this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or
the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We use words such
as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,”
“optimistic,” “intend,” “aim,” “will” or similar expressions which are intended
to identify forward-looking statements. Such statements include, among others, those concerning any projections of earnings, revenue,
margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any
statements regarding future economic conditions or performance; as well as all assumptions, expectations, predictions, intentions
or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance
and involve risks and uncertainties, as well as assumptions, which, if they were to ever materialize or prove incorrect, could
cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements.
Readers are urged to carefully review and
consider the various disclosures made by us in this report and our other filings with the U.S. Securities and Exchange Commission,
or the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial
condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date
hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking
statements to reflect changes in our expectations or future events.
Overview
The Company was originally incorporated
in the State of Nevada on June 11, 1998. The Company was formed with the stated purpose of engaging in the business of the rental
of boats and personal water craft. This business was not successful and by January of 2001, because of limited capitalization,
management saw no alternatives other than abandoning its original business plan and seeking other business opportunities which
its limited capital might support. Management believed that the most cost-effective direction for the Company to pursue would be
to locate a suitable merger or acquisition candidate. The Company has since been in the development stage and has been engaged
in the activity of seeking profitable business opportunities.
On August 29, 2018, we entered into and
closed the transactions contemplated by a stock purchase agreement between the Company, Wei-Hsien Lin, and Susan Santage, the sole
director, President, Treasurer, Secretary and controlling stockholder of the Company prior to that date. Pursuant to the stock
purchase agreement, Mr. Lin purchased 1,690,000 shares of the Company’s common stock from Ms. Santage for $325,000, or $0.19231
per share. Such shares represented approximately 67.5% of the Company’s issued and outstanding common stock as of the closing.
Accordingly, as a result of the transaction, on August 29, 2018, Mr. Lin became the controlling stockholder of the Company. Mr.
Lin also became our sole director and officer.
In February 2019, pursuant to an exemption
from the registration requirements of the Securities Act provided by Section 4(a)(2) and Regulation S thereunder, the Company sold
446,472,607 shares of its common stock at a price of $0.0001 per share for an aggregate price of 44,647. The Company issued 330,315,000
shares of its common stock at par to Mr. Lin which represent 74% of the total shares sold. In addition, the Company had issued
116,157,607 shares of its common stock, which represents 26%, to 1,405 shareholders for a total $11,616 at par value of $0.0001
per share.
Going Concern
As shown in the accompanying financial
statements, we have incurred a net loss of $35,620 during the nine months ended June 30, 2019 and accumulated losses of $161,471
since inception at June 10, 1998. The Company’s current assets exceed its current liabilities by $21,373 at June 30, 2019.
The ability of the Company to continue as a going concern is dependent upon the success of raising additional capital through the
issuance of common stock and the ability to generate sufficient operating revenue. The financial statements do not include any
adjustments that might be necessary should the Company be unable to continue as a going concern.
Emerging Growth Company
We qualify as an “emerging growth
company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As a result, we are permitted to, and intend
to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required
to:
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have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
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comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
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submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and
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disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.
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In addition, Section 107 of the JOBS Act
also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay
the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected
to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable
to those of companies that comply with such new or revised accounting standards.
We will remain an “emerging growth
company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual
gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2
under the Exchange Act, which would occur if the market value of our common shares that is held by non-affiliates exceeds $700
million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued
more than $1 billion in non-convertible debt during the preceding three year period.
Results of Operations
The Company is
a development stage company and conducted the following operations during the three and nine months ended June 30, 2019 and 2018.
On July 1, 2019, the Company filed a Form 8-K with the U.S. Securities and Exchange Commission to report a change in shell company
status. On June 18, 2019, the Company formed a wholly owned subsidiary under the laws of Singapore, Yummies Knowledge Management
Pte. Ltd. (the “Subsidiary”). The Subsidiary is in the process of appointing the following managerial positions: a
General Manager, an Account Assistant Manager, a Sales and Marketing Manager and two Consultant Executives to operate the Subsidiary’s
business. The principal activities of the Subsidiary are in the field of management consultancy services and the provision of corporate
training programs and motivational courses in various areas of management. Since its formation, the Subsidiary has begun hiring
personnel for the positions listed above, has begun to perform marketing and promotional activities and its commercial bank account
opened by the week of July 15, 2019.
The Company did not generate any revenues
for the three and nine months ended June 30, 2019 and 2018.
General and administrative expenses for
the three and nine months ended June 30, 2019 were $10,019 and $35,620, as compared to $5,275 and $17,725 for the three and nine
months ended June 30, 2018, an approximately 90% and 101% increase. Such increase was primarily due to increases in professional
services fees, filing fees and registration fees.
Interest expense for the three and nine
months ended June 30, 2019 was $0, as compared to $578 and $1,733 for the three and nine months ended June 30, 2018.
As a result of the foregoing factors, we
had a net loss of $10,019 and $35,620 for the three and nine months ended June 30, 2019, as compared to $5,275 and $17,725 for
the three and nine months ended June 30, 2018.
Liquidity and Capital Resources
As of June 30, 2019, the Company had cash
at bank of $31,166 to fund its operations and working capital. The Company intends to maintain its operations in a manner which
will minimize expenses and believes that present cash resources are sufficient for its operations for the next 12 months. However,
it believes that present officers and stockholders will provide any necessary funds through either the purchase of stock or loans
to the Company. However, management could be incorrect in its belief and no commitment has been made by any party to further fund
the Company’s operations.
For the nine months ended June 30, 2019,
the net loss of $35,620, offset by an increase in contribution from shareholder amount of $8,346 and increase in accounts payable
in the amount of $9,793. Net cash used in operating activities was ($13,481) for the nine months ended June 30, 2019, as compared
to $46 for the nine months ended June 30, 2018. For the nine months ended June 30, 2019, net cash increase in financing activities
amount of $44,647 as compared to $0 for the nine months ended June 30, 2018. The increase is due to the Company’s sale of
446,472,607 shares of its common stock at a price of $0.0001 per share for an aggregate price of $44,647.
We had no investing activities in the three
months ended June 30, 2019 or 2018.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.