Yummies, Inc - Recent Material Event
<![CDATA[Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes [X] No [ ]
State issuer's revenues for its most recent fiscal year: $ -
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State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within the past 60 days.
At December 1, 2007, the aggregate market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Not applicable
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of December 1, 2007, the registrant had 2,505,000 shares of common stock
issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the part
of the form 10- KSB (e.g., part I, part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) any proxy or other
information statement; and (3) Any prospectus filed pursuant to rule 424 (b) or
(c) under the Securities Act of 1933: None
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TABLE OF CONTENTS
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Page
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PART I
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ITEM 1. DESCRIPTION OF BUSINESS 4
ITEM 2. DESCRIPTION OF PROPERTIES 8
ITEM 3. LEGAL PROCEEDINGS 8
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS 9
PART II
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ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 9
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 10
ITEM 7. FINANCIAL STATEMENTS 11
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE 11
ITEM 8A. CONTROLS AND PROCEDURES 11
ITEM 8B. OTHER INFORMATION 12
PART III
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ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT 12
ITEM 10. EXECUTIVE COMPENSATION 14
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT 15
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 15
PART IV
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ITEM 13. EXHIBITS 16
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 17
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ITEM 1. DESCRIPTION OF BUSINESS
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History and Organization
YUMMIES, INC., (hereinafter "The Company") was originally incorporated
on June 11, 1998, pursuant to the Nevada Business Corporation Act. Its Articles
of Incorporation provide for authorized capital of Fifty Million (50,000,000)
shares of common stock with a $0.001 par value. The Company was formed with the
stated purpose of engaging in the business of rental of boats and personal water
craft and engaging in any other lawful business activity. In pursuing its
business objective, the Company undertook offering of 40,000 shares of its
common stock at $1.00 share pursuant to Rule 504 of Regulation D, as promulgated
by the US Securities and Exchange Commission, and pursuant to sate law
exemptions from registration in the States of Utah and Florida. The specific
purpose of the offering was to allow the Company to raise sufficient funds to
purchase one water ski boat with trailer to be rented to recreational users at
various lakes in the Wasatch front. Specifically the use of proceeds provided
for the below allocations, assuming the maximum was sold:
Costs of Offering $ 10,000
Acquisition of
Ski boat & Trailer $ 25,000
Operating Capital $ 5,000
========
Total: $ 40,000
Because of changes in Rule 504 that became effective April 7, 1999, the
Company was unable to offer its securities for sale past that date, having sold
only 17,500 shares and raising $17,500. After that point in time the Company
sought other avenues for accomplishing its goal. Those included raising
additional monies through a private placement, seeking financing for part of the
costs of the boat & trailer, and looking at used boats rather than new boats.
None of these were successful. The ultimate result of the Company's efforts was
that it does not have sufficient funds to pursue its initial business plan. As
of December 31, 2000 the Company's assets consisted of $12,029 on deposit at the
Company's bank.
The Company never engaged in an active trade or business throughout the
period from inception to date. By January of 2001, because of the limited
capitalization of the company, 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. Because this represented a complete change from
the use of funds set forth in the Rule 504 placement, a special shareholders
meeting was held on February 5, 2001 to discuss the meeting and vote on certain
matters. Specifically these were:(1) to re-elect Dianne Hatton-Ward as the sole
director; (2) to authorize a change, as set forth in the proxy statement, in the
use of proceeds raised in the Company's offering made under Regulation D, Rule
504 and; (3) to authorize a 6 to 1 forward split of the Company's outstanding
shares while maintaining the authorized shares at 50,000,000 and the par value
at $.001. Because the matter affected a change in the use of funds which had
been raised under the 504 placement, management agreed to abstain from voting
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its shares and allow the matters above to be decided by a majority of the
holders of the 17,500 shares sold. All matters were approved at the February 5th
meeting by a majority vote on the 17,500 shares held by non- affiliates and the
forward split became effective that date. The Company has since been in the
development stage and has been engaged in the activity of seeking profitable
business opportunities.
Business.
Other than the above-referenced matters and seeking and investigating
potential assets, properties or businesses to acquire, the Company has had no
business operations since inception. To the extent that the Company intends to
continue to seek the acquisition of assets, property or business that may
benefit the Company and its stockholders, it is essentially a "blank check"
company. Because the Company has limited assets and conducts no business,
management anticipates that any such acquisition would require it to issue
shares of its common stock as the sole consideration for the acquisition. This
may result in substantial dilution of the shares of current stockholders. The
Company's Board of Directors shall make the final determination whether to
complete any such acquisition; the approval of stockholders will not be sought
unless required by applicable laws, rules and regulations, its Articles of
Incorporation or Bylaws, or contract. The Company makes no assurance that any
future enterprise will be profitable or successful.
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.
The Company recognizes that the number of suitable potential business ventures
that may be available to it may be extremely limited, and may be restricted to
entities who desire to avoid what these entities may deem to be the adverse
factors related to an initial public offering ("IPO"). The most prevalent of
these factors include substantial time requirements, legal and accounting costs,
the inability to obtain an underwriter who is willing to publicly offer and sell
shares, the lack of or the inability to obtain the required financial statements
for such an undertaking, limitations on the amount of dilution to public
investors in comparison to the stockholders of any such entities, along with
other conditions or requirements imposed by various federal and state securities
laws, rules and regulations. Any of these types of entities, regardless of their
prospects, would require the Company to issue a substantial number of shares of
its common stock to complete any such acquisition, reorganization or merger,
usually amounting to between 80 and 95 percent of the outstanding shares of the
Company following the completion of any such transaction; accordingly,
investments in any such private entity, if available, would be much more
favorable than any investment in the Company.
In the event that the Company engages in any transaction resulting in a
change of control of the Company and/or the acquisition of a business, the
Company will be required to file with the Commission a Current Report on Form
8-K within the time periods provided for in the form. A filing on Form 8-K also
requires the filing of audited financial statements of the business acquired, as
well as pro forma financial information consisting of a pro forma condensed
balance sheet, pro forma statements of income and accompanying explanatory
notes.
Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be determinative or provide any assurance of success. These may
include, but will not be limited to an analysis of the quality of the entity's
management personnel; the anticipated acceptability of any new products or
marketing concepts; the merit of technological changes; its present financial
condition, projected growth potential and available technical, financial and
managerial resources; its working capital, history of operations and future
prospects; the nature of its present and expected competition; the quality and
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experience of its management services and the depth of its management; its
potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth,
expansion and profit; the perceived public recognition or acceptance of its
products, services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly or accurately
analyze, let alone describe or identify, without referring to specific objective
criteria.
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market strategies, plant or product expansion, changes in product emphasis,
future management personnel and changes in innumerable other factors. Further,
in the case of a new business venture or one that is in a research and
development mode, the risks will be substantial, and there will be no objective
criteria to examine the effectiveness or the abilities of its management or its
business objectives. Also, a firm market for its products or services may yet
need to be established, and with no past track record, the profitability of any
such entity will be unproven and cannot be predicted with any certainty.
Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management, these activities
may be limited.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor. The Company anticipates
that proposed business ventures will be made available to it through personal
contacts of directors, executive officers and principal stockholders,
professional advisors, broker dealers in securities, venture capital personnel,
members of the financial community and others who may present unsolicited
proposals. In certain cases, the Company may agree to pay a finder's fee or to
otherwise compensate the persons who submit a potential business endeavor in
which the Company eventually participates. Such persons may include the
Company's directors, executive officers, beneficial owners or their affiliates.
In this event, such fees may become a factor in negotiations regarding a
potential acquisition and, accordingly, may present a conflict of interest for
such individuals.
Although the Company has not identified any potential acquisition
target, the possibility exists that the Company may acquire or merge with a
business or company in which the Company's executive officers, directors,
beneficial owners or their affiliates may have an ownership interest. Current
Company policy does not prohibit such transactions. Because no such transaction
is currently contemplated, it is impossible to estimate the potential pecuniary
benefits to these persons.
Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers, ranging
from a small amount to as much as $250,000. These fees are usually divided among
promoters or founders, after deduction of legal, accounting and other related
expenses, and it is not unusual for a portion of these fees to be paid to
members of management or to principal stockholders as consideration for their
agreement to retire a portion of the shares of common stock owned by them. In
the event that such fees are paid, they may become a factor in negotiations
regarding any potential acquisition by the Company and, accordingly, may present
a conflict of interest for such individuals.
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Principal Products and Services.
The limited business operations of the Company, as now contemplated,
involve those of a "blank check" company. The only activities to be conducted by
the Company are to manage its current limited assets and to seek out and
investigate the acquisition of any viable business opportunity by purchase and
exchange for securities of the Company or pursuant to a reorganization or merger
through which securities of the Company will be issued or exchanged.
Distribution Methods of the Products or Services.
Management will seek out and investigate business opportunities through
every reasonably available fashion, including personal contacts, professionals,
securities broker dealers, venture capital personnel, members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
None; not applicable.
Competitive Business Conditions.
Management believes that there are literally thousands of "blank check"
companies engaged in endeavors similar to those engaged in by the Company; many
of these companies have substantial current assets and cash reserves.
Competitors also include thousands of other publicly-held companies whose
business operations have proven unsuccessful, and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a private
entity may have access to the public capital markets. There is no reasonable way
to predict the competitive position of the Company or any other entity in the
strata of these endeavors; however, the Company, having limited assets and cash
reserves, will no doubt be at a competitive disadvantage in competing with
entities which have recently completed IPO's, have significant cash resources
and have recent operating histories when compared with the complete lack of any
substantive operations by the Company for the past several years.
Sources and Availability of Raw Materials and Names of Principal Suppliers.
None; not applicable.
Dependence on One or a Few Major Customers.
None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements
or Labor Contracts.
None; not applicable.
Need for any Governmental Approval of Principal Products or Services.
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Because the Company currently produces no products or services, it is
not presently subject to any governmental regulation in this regard. However, in
the event that the Company engages in a merger or acquisition transaction with
an entity that engages in such activities, it will become subject to all
governmental approval requirements to which the merged or acquired entity is
subject.
Effect of Existing or Probable Governmental Regulations on Business.
The integrated disclosure system for small business issuers adopted by
the Commission in Release No. 34-30968 and effective as of August 13, 1992,
substantially modified the information and financial requirements of a "Small
Business Issuer," defined to be an issuer that has revenues of less than $25
million; is a U.S. or Canadian issuer; is not an investment company; and if a
majority-owned subsidiary, the parent is also a small business issuer; provided,
however, an entity is not a small business issuer if it has a public float (the
aggregate market value of the issuer's outstanding securities held by
non-affiliates) of $25 million or more.
The Commission, state securities commissions and the North American
Securities Administrators Association, Inc. ("NASAA") have expressed an interest
in adopting policies that will streamline the registration process and make it
easier for a small business issuer to have access to the public capital markets.
The present laws, rules and regulations designed to promote availability to the
small business issuer of these capital markets and similar laws, rules and
regulations that may be adopted in the future will substantially limit the
demand for "blank check" companies like the Company, and may make the use of
these companies obsolete.
Research and Development.
None; not applicable.
Cost and Effects of Compliance with Environmental Laws.
None; not applicable. However, environmental laws, rules and
regulations may have an adverse effect on any business venture viewed by the
Company as an attractive acquisition, reorganization or merger candidate, and
these factors may further limit the number of potential candidates available to
the Company for acquisition, reorganization or merger.
Number of Employees.
None.
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ITEM 2. DESCRIPTION OF PROPERTIES
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The Company's does not own any property
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ITEM 3. LEGAL PROCEEDINGS
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None.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
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No matters were submitted to the shareholders during the 4th quarter.
PART II
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ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
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Market Information
There is no "public market" for shares of common stock of the Company.
Although the Company's shares are quoted on the OTC Bulletin Board of the
National Association of Securities Dealers, the Company is not aware of any
transactions having taken place thereon and no assurance can be given that any
public market for the Company's shares will develop or be maintained.
The ability of an individual shareholder to trade their shares in a
particular state may be subject to various rules and regulations of that state.
A number of states require that an issuer's securities be registered in their
state or appropriately exempted from registration before the securities are
permitted to trade in that state. Presently, the Company has no plans to
register its securities in any particular state. Further, most likely the
Company's shares will be subject to the provisions of Section 15(g) and Rule
15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain
requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates
the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.
The Commission generally defines penny stock to be any equity security
that has a market price less than $5.00 per share, subject to certain
exceptions. Rule 3a51-1 provides that any equity security is considered to be a
penny stock unless that security is: registered and traded on a national
securities exchange meeting specified criteria set by the Commission; authorized
for quotation on The NASDAQ Stock Market; issued by a registered investment
company; excluded from the definition on the basis of price (at least $5.00 per
share) or the issuer's net tangible assets; or exempted from the definition by
the Commission. If the Company's shares are deemed to be a penny stock, trading
in the shares will be subject to additional sales practice requirements on
broker- dealers who sell penny stocks to persons other than established
customers and accredited investors, generally persons with assets in excess of
$1,000,000 or annual income exceeding $200,000, or $300,000 together with their
spouse.
For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such securities and must
have received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker- dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker-dealers to
trade and/or maintain a market in the Company's Common stock and may affect the
ability of shareholders to sell their shares.
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Holders
The number of record holders of the Company's common stock as of the
date of this report is approximately 25. The Company's transfer agent is
Interwest Transfer Company, Inc., 1981 East Murray- Holiday Rd., Salt Lake City,
Utah 84117
Dividends
The Company has not declared any cash dividends with respect to its
common stock and does not intend to declare dividends in the foreseeable future.
The future dividend policy of the Company cannot be ascertained with any
certainty, and until the Company completes any acquisition, reorganization or
merger, as to which no assurance may be given, no such policy will be
formulated. There are no material restrictions limiting, or that are likely to
limit, the Company's ability to pay dividends on its common stock.
Sales of "Unregistered" and "Restricted" Securities Over The Past Three
Years.
None
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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Overview
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The Company has not engaged in any material operations or had any
revenues from operations since inception. The Company's plan of operation for
the next 12 months is to continue to seek the acquisition of assets, properties
or businesses that may benefit the Company and its stockholders. Management
anticipates that to achieve any such acquisition, the Company will issue shares
of its common stock as the sole consideration for such acquisition.
Liquidity and Capital Resources
-------------------------------
As of September 30, 2007, the Company had minimal assets of $3,499 to
fund its operations. The Company intends to maintain its operations in a manner
which will minimize expenses but believes that present cash resources are not
sufficient for its operations for the next 12 months. However, it believes that
present officers and shareholders 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
Results of Operations
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The Company is a development stage company and has had no operations
during the fiscal year ended September 30, 2007.
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Year ended September 30, 2007 compared to year ended September 30, 2006
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Revenues for the year ended September 30, 2007 were $-0- compared to
$-0- for the year ended September 30, 2006
Expenses for the year ended September 30, 2007, including interest,
were $5,293 compared to $4,235 for the year ended September 30, 2006, an
increase of $1,058. This increase is attributable to the increased costs of
compliance with rules promulgated by the Securities & Exchange Commission and
interest accrued on outstanding notes payable.
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ITEM 7. FINANCIAL STATEMENTS
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The financial statements of the Company are included following the
signature page to this form 10-KSB.
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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
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The Company has had no disagreements with its certified public
accountants with respect to accounting practices or procedures of financial
disclosure.
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ITEM 8A. CONTROLS AND PROCEDURES
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Based on an evaluation as of the date of the end of the period covered
by this Form 10-KSB, our Chief Executive Office/ Chief Financial Officer,
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as required by Exchange Act Rule 13a-15.
Based on that evaluation, our Chief Executive Officer/ Chief Financial Officer
concluded that our disclosure controls and procedures were effective to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified by the SEC's rules and forms. In addition, she
has concluded that these controls and procedures are also effective to ensure
that the information required to be disclosed in the reports that we file or
submit under the Exchange Act is accumulated and communicated to management,
including the Chief Executive Officer, to allow timely decisions regarding
required disclosure.
Changes in Internal Controls
There were no significant changes in our internal controls over
financial reporting that occurred during the quarter and year ended September,
2007 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
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Limitations on the Effectiveness of Controls
We believe that a control system, no matter how well designed and
operated, cannot provide absolute assurance that the objectives of the control
system are met, and no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have
been detected. However, we believe that our controls and procedures are designed
to provide reasonable assurance that the objectives of the controls and
procedures are met and the Chief Executive Officer/Chief Financial Officer has
concluded that our disclosure controls and procedures are effective at that
reasonable assurance level.
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ITEM 8B. OTHER INFORMATION
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None
PART III
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ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
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General
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The following table sets forth certain information regarding the
current directors and executive officers of the Company:
Position
Name Age Title Held Since
Dianne Hatton-Ward 50 President, Secretary,
Treasurer and Director 6/6/2000
All directors hold office until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. There are no
agreements with respect to the election of directors. The Company has not
compensated its directors for service on the Board of Directors or any committee
thereof. As of the date hereof, no director has accrued any expenses or
compensation. Officers are appointed annually by the Board of Directors and each
executive officer serves at the discretion of the Board of Directors. The
Company does not have any standing committees at this time. The Company does not
have separate audit or compensation committees, as a result thereof the
Company's entire board of directors acts as the compensation and audit
committee.
Code of Ethics. The Company has not adopted a code of ethics that applies to the
Company's principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions,
because it has not commenced development of its business.
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The business experience of each of the persons listed above during the
past five years is as follows:
Dianne Hatton-Ward: Director and President, Secretary, Treasure
Ms. Hatton-Ward has worked in the fields of database administration and
management since 1986. She graduated fromWestminister College in Salt Lake City,
Utah with a B.S. degree in Sociology in 2003. From 1994 until recently, she
worked as a control scheduler at Qwest Communications International, Inc. ,
which in 2004 was acquired by IBM, where she was responsible for the design and
support of several applications such as client interfacing, job applications,
and job-flows. Presently she is not employed.
Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------
Except as indicated below, to the knowledge of management, during the past five
years, no present or former director, executive officer or person nominated to
become a director or an executive officer of the Company:
(1) filed a petition under the federal bankruptcy laws or any state insolvency
law, nor had a receiver, fiscal agent or similar officer appointed by a court
for the business or property of such person, or any partnership in which he was
a general partner at or within two years before the time of such filing;
(2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses);
(3) was the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining him from or otherwise limiting, the following activities:
(I) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, associated person of any of the
foregoing, or as an investment advisor, underwriter, broker or dealer
in securities, or as an affiliate person, director or employee of any
investment company, or engaging in or continuing any conduct or
practice in connection with such activity;
(ii) engaging in any type of business practice; or
(iii) engaging in any activity in connection with the purchase or sale
of any security or commodity or in connection with any violation of
federal or state securities laws or federal commodities laws;
(4) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority barring,
suspending or otherwise limiting for more than 60 days the right of such person
to engage in any activity described above under this Item, or to be associated
with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission to have violated any federal or state
securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated.
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(6) was found by a court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any federal commodities
law, and the judgement in such civil action or finding by the Commodity Futures
Trading Commission has not been subsequently reversed, suspended or vacated.
Since the Company became subject to Section 16(a), the Company knows of no
person, who at any time during the subsequent fiscal years, was a director,
officer, beneficial owner of more than ten percent of any class of equity
securities of the registrant registered pursuant to Section 12 ("Reporting
Person"), that failed to file on a timely basis any reports required to be
furnished pursuant to Section 16 (a). Based upon a review of Forms 3 and 4
furnished to the registrant under Rule 16a-3(d) during its most recent fiscal
year, other than disclosed below, the registrant knows of no Reporting Person
that failed to file the required reports during the most recent fiscal year or
prior years.
The following table sets forth as of September 30, 2007, the name and position
of each Reporting Person that failed to file on a timely basis any reports
required pursuant to Section 16(a) during the most recent fiscal year or prior
years.
Name Position Reports Filed
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NONE
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ITEM 10. EXECUTIVE COMPENSATION
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Cash Compensation
There was no cash compensation paid to any director or executive officer of the
Company during the fiscal years ended September 30, 2007, 2006, and 2005.
Bonuses and Deferred Compensation
None.
Compensation Pursuant to Plans
None.
Pension Table
None.
Other Compensation
None
Compensation of Directors
None.
Termination of Employment and Change of Control Arrangement
There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in Cash Compensation
set out above which would in any way result in payments to any such person
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because of his resignation, retirement, or other termination of such person's
employment with the Company or its subsidiaries, or any change in control of the
Company, or a change in the person's responsibilities following a changing in
control of the Company.
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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The following table sets forth certain information furnished by current
management concerning the ownership of common stock of the Company as of
September 30, 2007, of (i) each person who is known to the Company to be the
beneficial owner of more than 5 percent of the Common Stock; (ii) all directors
and executive officers; and (iii) directors and executive officers of the
Company as a group
Name and Address Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
---------------- --------------------- --------
Dianne Hatton-Ward (Pres/Dir) 1,600,000* 63.9%
1129 East 5690 South
Salt Lake City, Utah 84121
All officers and
directors as a group 1,600,000 63.9%
* After 6 to one forward split on February 5, 2001.
================================================================================
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
================================================================================
Transactions with Management and Others
Except as indicated below, and for the periods indicated, there were no
material transactions, or series of similar transactions, since the beginning of
the Company's last fiscal year, or any currently proposed transactions, or
series of similar transactions, to which the Company was or is to be party, in
which the amount involved exceeds $60,000, and in which any director or
executive officer, or any security holder who is known by the Company to own of
record or beneficially more than 5% of any class of the Company's common stock,
or any member of the immediate family of any of the foregoing persons, has an
interest.
In June of 1998, in a private transaction, the Company sold 1,000,000
pre-forward split shares to Dianne Hatton-Ward, its president, to cover in order
to fund certain expenses of the Company. This transaction is deemed exempt
pursuant to Section 4(2) of the Act. On December 15, 2000 Ms. Hatton-Ward
contributed back to the Company for cancellation 600,000 pre-forward split
shares owned by her.
On February 9, 2007 a stockholder of the Company loaned the Company
$6,000. The note matures in one year and earns interest at 8%. The note
principal and accrued interest is convertible into common stock at $.025 per
share.
Page -15-
Indebtedness of Management
There were no material transactions, or series of similar transactions, since
the beginning of the Company's last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which the Company was or is
to be a party, in which the amount involved exceeds $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than 5% of any class of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.
Transactions with Promoters
There have no material transactions between the Company and its promoters or
founders.
================================================================================
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
================================================================================
(a) (1) Financial Statements. The following financial statements are
included in this report:
Title of Document Page
----------------- ----
Report of Burnham & Schumm P.C., Certified Public Accountants 19
Balance Sheets as of September 30, 2007 and 2006 20
Statements of Operations for years ended September 30, 2007,
2006 and 2005 and the period June 10, 1998 to September 30, 2007 21
Statements of Changes in Stockholders' Equity for the period
June 10, 1998 to September 30, 2007 22
Statements of Cash Flows for the years ended September 30,
2007, 2006 and 2005 and the period June 10, 1998 to
September 30, 2007 24
Notes to Financial Statements 26
(a)(2) Financial Statement Schedules. The following financial statement
schedules are included as part of this report:
None.
Page -16-
(a)(3) Exhibits. The following exhibits are included as part of this report by
reference:
Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification.
Exhibit 32.1 Certification by the Chief Executive Officer/Acting Chief
Financial Officer Relating to a Periodic Report Containing
Financial Statements.*
(b) Reports on Form 8-K.
There were no reports filed on Form 8-K during the period covered by this
report.
* The Exhibit attached to this Form 10-Q shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to liability under that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
================================================================================
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
================================================================================
Audit Fees. The aggregate fees billed for professional services
rendered by our principal accountant for the audit of our annual financial
statements, review of financial statements included in our quarterly reports and
other fees that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for the fiscal years ended
September 30, 2007 and 2006 were $2,900.00 and $2320.00, respectively.
Audit-Related Fees The aggregate fees billed for assurance and related
services by our principal accountant that are reasonably related to the
performance of the audit or review of our financial statements, other than those
previously reported in this Item 14, for the fiscal years ended September 30,
2007 and 2006 were $-0- and $-0-, respectively.
Tax Fees The aggregate fees billed for professional services rendered
by our principal accountant for tax compliance, tax advice and tax planning for
the fiscal years ended September 30, 2007 and 2006 were $150.00 and $150.00,
respectively. These fees related to the preparation of federal income and state
franchise tax returns.
All Other Fees There were no other fees billed for products or services
provided by the principal accountant, other than those previously reported in
this Item 14, for the fiscal years ended September 30, 2007 and 2006.
Audit Committee The Company's Board of Directors functions as its audit
committee. All of the services described above in this Item 14 for the year
ended September 31, 2007, were approved by the Board of Directors.
Page -17-
================================================================================
SIGNATURES
================================================================================
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
YUMMIES, INC.
(Registrant)
Dated: 24th day of December, 2007. By: S/ Dianne Hatton-Ward
--------------------------------
Dianne Hatton-Ward
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 24th day of December 2007.
S/ Dianne Hatton-Ward
--------------------------------------
Dianne Hatton-Ward
Sole Director, President and Treasurer
Page -18-
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
of Yummies, Inc.
We have audited the accompanying balance sheets of Yummies, Inc. (a Nevada
corporation and development stage company) as of September 30, 2007 and 2006,
and the related statements of operations, stockholders' equity and cash flows
for years ended September 30, 2007, 2006, and 2005. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express and opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Yummies, Inc. as of September
30, 2007 and 2006, and the results of its operations and its cash flows for the
years ended September 30, 2007, 2006, and 2005 in conformity with U.S. generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As disclosed in Note 7 to the
financial statements, the Company incurred a net loss of $5,293, and $4,235,
respectively, during the years ended September 30, 2007 and 2006, and as of
September 30, 2007, the Company's current liabilities exceeded its current
assets by $8,687. 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 additional capital contributions from the
sale of stock and the ability to generate 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.
S/Burnham & Schumm
Salt Lake City, Utah
December 21, 2007
Page -19-
YUMMIES, INC.
(A Development Stage Company)
BALANCE SHEETS
SEPTEMBER 30, 2007 AND 2006
2007 2006
-------- --------
Assets
------
Current Assets:
Cash $ 3,499 $ 981
-------- --------
Total current assets 3,499 981
-------- --------
Total Assets $ 3,499 $ 981
======== ========
Liabilities and Stockholders' Equity
------------------------------------
Current Liabilities:
Accounts payable $ 3,606 $ 4,575
Interest payable 168 --
Interest payable, stockholder 307 --
Note payable 2,105 --
Note payable, stockholder 6,000 --
-------- --------
Total current liabilities 12,186 4,575
-------- --------
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 11,987 11,787
Deficit accumulated during the
development stage (23,179) (17,886)
-------- --------
Total Stockholders' Equity (8,687) (3,594)
-------- --------
Total Liabilities and Stockholders'
Equity $ 3,499 $ 981
======== ========
The accompanying notes are an integral
part of the financial statements.
Page -20-
<TABLE>
<CAPTION>
YUMMIES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
YEARS ENDED SEPTEMBER 30, 2007, 2006 AND 2005
For the
Period
June 10, 1998
(Inception)
Year Ended Year Ended Year Ended Through
September 30, September 30, September 30, September 30,
2007 2006 2005 2007
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues $ -- $ -- $ -- $ --
Expenses, general
and administrative 4,818 4,235 3,767 22,704
------------- ------------- ------------- -------------
Operating loss (4,818) (4,235) (3,767) (22,704)
Other income (expense)
Interest expense (475) -- -- (475)
------------- ------------- ------------- -------------
Net loss $ (5,293) $ (4,235) $ (3,767) $ (23,179)
============= ============= ============= =============
Net loss per share $ -- $ -- $ -- $ (.01)
============= ============= ============= =============
Weighted average
shares outstanding 2,505,000 2,505,000 2,505,000 2,432,277
============= ============= ============= =============
The accompanying notes are an integral
part of the financial statements.
Page -21-
</TABLE>
<TABLE>
<CAPTION>
YUMMIES, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIOD JUNE 10, 1998 (INCEPTION)
THROUGH SEPTEMBER 30, 2007
Deficit
Accumulated
Common Stock Additional During the
------------------------ Paid-in Development
Shares Amount Capital Stage
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Common stock issue for
cash at $.001/share on
August 13, 1998 1,000,000 $ 1,000 $ -- $ --
Common stock issued for
cash in February 1999 net
of offering costs of $6,471 17,500 18 11,011 --
Common stock returned by
officer on December 15, 2000 (600,000) (600) 600 --
6 for 1 forward stock split
on February 5, 2001 2,087,500 2,087 (2,087) --
Contribution by shareholder
for Company expenses paid
directly by shareholder -- -- 2,263 --
Net loss accumulated for the
period June 10, 1998
(inception) through
September 30, 2004 -- -- -- (9,884)
---------- ---------- ---------- ----------
Balance, September 30, 2004 2,505,000 $ 2,505 $ 11,787 $ (9,884)
========== ========== ========== ==========
The accompanying notes are an integral
part of the financial statements.
Page -22-
</TABLE>
<TABLE>
<CAPTION>
YUMMIES, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY - CONTINUED
FOR THE PERIOD JUNE 10, 1998 (INCEPTION)
THROUGH SEPTEMBER 30, 2007
Deficit
Accumulated
Common Stock Additional During the
------------------------ Paid-in Development
Shares Amount Capital Stage
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Balance, September 30, 2004 2,505,000 $ 2,505 $ 11,787 $ (9,884)
Net loss for the year ended
September 30, 2005 -- -- -- (3,767)
---------- ---------- ---------- ----------
Balance, September 30, 2005 2,505,000 2,505 11,787 (13,651)
Net loss for the year ended
September 30, 2006 -- -- -- (4,235)
---------- ---------- ---------- ----------
Balance, September 30, 2006 2,505,000 2,505 11,787 (17,886)
Contribution by shareholder
for company expenses paid
directly by shareholder -- -- 200 --
Net loss for the year ended
September 30, 2007 -- -- -- (5,293)
---------- ---------- ---------- ----------
Balance, September 30, 2007 2,505,000 $ 2,505 $ 11,987 $ (23,179)
========== ========== ========== ==========
The accompanying notes are an integral
part of the financial statements.
Page -23-
</TABLE>
<TABLE>
<CAPTION>
YUMMIES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 2007, 2006 AND 2005
For the
Period
June 10, 1998
(Inception)
Year Ended Year Ended Year Ended Through
September 30, September 30, September 30, September 30,
2007 2006 2005 2007
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Cash flows from
operating activities:
Net loss $ (5,293) $ (4,235) $ (3,767) $ (23,179)
Adjustments to reconcile
net loss to cash
provided by operating
activities:
Contribution from
shareholder 200 -- -- 2,463
Accounts payable
converted into
note payable 2,105 -- -- 2,105
Increase (decrease)
in accounts payable (969) 381 874 3,606
Increase in interest
payable 475 -- -- 475
------------- ------------- ------------- -------------
Net cash used by
operating activities: (3,482) (3,854) (2,893) (14,530)
------------- ------------- ------------- -------------
Cash flows from
investing activities: -- -- -- --
------------- ------------- ------------- -------------
The accompanying notes are an integral
part of the financial statements.
Page -24-
</TABLE>
<TABLE>
<CAPTION>
YUMMIES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS - CONTINUED
YEARS ENDED SEPTEMBER 30, 2007, 2006 AND 2005
For the
Period
June 10, 1998
(Inception)
Year Ended Year Ended Year Ended Through
September 30, September 30, September 30, September 30,
2007 2006 2005 2007
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Cash flows from
financing activities:
Proceeds from related
party borrowing 6,000 -- -- 6,000
Issuance of
common stock -- -- -- 12,029
------------- ------------- ------------- -------------
Net cash provided by
financing activities 6,000 -- -- 18,029
------------- ------------- ------------- -------------
Net increase (decrease)
in cash 2,518 (3,854) (2,893) 3,499
Cash, beginning of period 981 4,835 7,728 --
------------- ------------- ------------- -------------
Cash, end of period $ 3,499 $ 981 $ 4,835 $ 3,499
============= ============= ============= =============
Interest paid $ -- $ -- $ -- $ --
============= ============= ============= =============
Income taxes paid $ -- $ -- $ -- $ --
============= ============= ============= =============
Accounts payable
converted into note
payable $ 2,105 $ -- $ -- $ 2,105
============= ============= ============= =============
The accompanying notes are an integral
part of the financial statements.
Page -25-
</TABLE>
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 the
Financial Accounting Standards Board Statement No. 7.
b. Cash Flows
----------
For purposes of the statement of cash flows, the Company considers all
highly liquid investments purchased with a maturity of three months or
less to be cash or cash equivalents.
c. Net Loss Per Share
------------------
The net loss per share calculation is based on the weighted average
number of shares outstanding during the period.
d. Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
2. Note Payable
------------
On January 10, 2007, the Company converted $2,105 of accounts payable from
its transfer agent into a one-year note payable. The note balance of $2,105
at September 30, 2007 bears interest at 8% and both principal and accrued
interest is convertible into common stock at $.025 per share.
3. Note Payable, Stockholder
-------------------------
On February 9, 2007 a stockholder of the Company loaned the Company $6,000.
The note matures in one year and earns interest at 8%. The note principal and
accrued interest is convertible into common stock at $.025 per share.
Page -26-
Notes to Financial Statements - Continued
-----------------------------------------
4. Issuance of Common Stock
------------------------
On August 13, 1998, the Company issued 1,000,000 shares its $.001 par value
common stock for an aggregate price of $1,000.
In February 1999, pursuant to Rule 504 of Regulation D of the Securities
and Exchange Commission, the Company sold 17,500 shares of its common stock
at a price of $1.00 per share. Costs of $6,471 associated directly with the
offering were offset against the proceeds.
On December 15, 2000, an officer and stockholder of the Company returned
600,000 shares of common stock to authorized but unissued shares.
On February 5, 2001 the Company authorized a 6 for 1 forward split of its
common shares. The forward split has been retroactively applied in the
accompanying financial statements.
5. Warrants and Stock 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 $23,179 that may be offset against
future federal income taxes. If not used, the carryforwards will expire
between 2022 and 2027. 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.
Page -27-
Notes to Financial Statements - Continued
-----------------------------------------
7. Going Concern
-------------
As shown in the accompanying financial statements, the Company incurred a
net loss of $5,293 during year ended September 30, 2007 and accumulated
losses of $23,179 since inception at June 10, 1998. The Company's current
liabilities exceed its current assets by $8,687 at September 30, 2007.
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.
Page -28-
--------------------------------------------------------------------------------
</TEXT>
</DOCUMENT>]]>
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