The following management's discussion and analysis should be read in conjunction
with our condensed consolidated 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.
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 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 but was not successful in that
business. For the past number of years, the Company has checked the "shell
company" box on the cover page of its Form 10-K annual reports filed with the
Securities and Exchange Commission.
On August 29, 2018, the Company 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, there was a change of control of the Company and Mr. Lin became the
controlling stockholder of the Company.
In connection with the closing of the stock purchase transaction, Susan Santage
resigned from all offices of the Company that she held and Mr. Wei-Hsien Lin was
appointed as the President, Treasurer, and Secretary of the Company, effective
as of August 29, 2018. Mr. Lin was also appointed to the board of directors (the
"Board") of the Company effective as of August 29, 2018. Ms. Santage resigned
from the board of directors of the Company effective automatically on the 10th
day following the Company's filing and mailing of an information statement on
Schedule 14f-1. Such information statement was mailed on August 31, 2018, so Ms.
Santage's resignation was effective as of September 10, 2018.
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On May 7, 2019, the Board of Directors of the Company, by written consent
determined to increase the size of the Board to three (3) members and appointed
Ms. Chi-Yin Lee and Ms. Yu-Jo Liao to the Board to fill the vacancies on the
Board created by the increase.
On June 18, 2019, the Company formed a wholly owned subsidiary under the laws of
Singapore, Yummies Knowledge Management Pte. Ltd., or the Singapore Subsidiary.
The Singapore Subsidiary is authorized to issue 5,000 ordinary shares,
denominated in Singapore dollars, all of which have been issued to the Company
and are outstanding. The address of the Singapore Subsidiary is 82 Lorong 23
Geylang, #06-05, Atrix Building, Singapore 88409, and the telephone number is
+65 6338 8801. The Managing Director of the Singapore Subsidiary is Mr.
Wei-Hsien Lin, who is also the Chairman and Chief Executive Officer of the
Company.
The principal activities of the Singapore Subsidiary are in the field of
management consultancy services and the provision of corporate training programs
and motivational courses in various areas of management. More specifically, the
Singapore Subsidiary has begun assisting an affiliated company, Doers Knowledge
Management Pte Ltd ("Doers Singapore"), a private Singapore based company owned
by Mr. Lin, with marketing, promotional and management training activities
relating to an event organized by Doers Singapore titled "Heartland Enterprises:
Transform and Thrive," a Bintan Island cruise for up to 150
entrepreneur-attendees took place from July 26 to July 28, 2019 on the cruise
ship Genting Dream (the "Heartland Event"). The Singapore Subsidiary will
provide similar services to future educational cruises and other programs to be
sponsored by Doers Singapore and is being paid for the services it provides to
Doers Singapore. Immediately following this Bintan Island cruise, the Singapore
Subsidiary began providing educational site visits to entrepreneurs who have
participated in the cruise and to sponsor related business development skill
building seminars, all of which are expected to generate revenues to the
Singapore Subsidiary. The Singapore Subsidiary will also sponsor its own
educational programs separate from those of Doers Singapore.
As a result of the formation of the Singapore Subsidiary and the Singapore
Subsidiary's beginning of its business activities as described above, as of June
25, 2019, the Company ceased to be a "shell company," as that term is defined in
Rule 405 of the Securities Act of 1933, as amended, and Rule 12b-2 of the
Exchange Act of 1934, as amended. On July 1, 2019, the Company filed a Form 8-K
with the SEC indicating that the Board had made the determination that the
Company had left shell company status on June 25, 2019. As such, in its future
periodic reports to be filed with the SEC beginning with this annual report on
Form 10-K, the Company will change the reporting of its status as a shell
company and will check the box to indicate that the Company is not a shell
company.
Recent Events.
In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan,
Hubei Province, China. While initially the outbreak was largely concentrated in
China and caused significant disruptions to its economy, it has now spread to
several other countries and infections have been reported globally.
The ultimate impact of the COVID-19 pandemic on the Company's operations is
unknown and will depend on future developments, which are highly uncertain and
cannot be predicted with confidence, including the duration of the COVID-19
outbreak, new information which may emerge concerning the severity of the
COVID-19 pandemic, and any additional preventative and protective actions that
governments, or the Company, may direct, which may result in an extended period
of continued business disruption, reduced customer traffic and reduced
operations. Any resulting financial impact cannot be reasonably estimated at
this time but is anticipated to have a material adverse impact on our business,
financial condition and results of operations.
The measures taken to date will impact the Company's business for the fiscal
fourth quarter and potentially beyond. Management expects that all of its
business segments, across all of its geographies, will be impacted to some
degree, but the significance of the impact of the COVID-19 outbreak on the
Company's business and the duration for which it may have an impact cannot be
determined at this time.
8
Going Concern
As shown in the accompanying condensed consolidated financial statements, we
have incurred a net loss of $24,447 during the six months ended March 31, 2020
and accumulated losses of $188,622 since inception at June 10, 1998. The
Company's current assets exceed its current liabilities by $14,053 at March 31,
2020. 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 condensed
consolidated financial statements do not include any adjustments that might be
necessary should we 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:
? have an auditor report on our internal controls over financial reporting
pursuant to Section 404(b) of the Sarbanes-Oxley Act;
? 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 condensed consolidated financial statements (i.e., an
auditor discussion and analysis);
? submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
? 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.
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 condensed consolidated 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 had no operations during the
three and six months ended March 31, 2020 and 2019.
The Company did not generate any revenues for the three and six months ended
March 31, 2020 and 2019.
General and administrative expenses for the three and six months ended March 31,
2020 were $14,846 and $24,447, as compared to $6,379 and $25,601 for the three
and six months ended March 31, 2019, an approximately 132% and 4% decrease. Such
increase was primarily due to increases in professional services fees, filing
fees and registration fees.
9
Interest expense for the three and six months ended March 31, 2020 was $0, as
compared to $0 and $0 for the three and six months ended March 31, 2019.
As a result of the foregoing factors, we had a net loss of $14,846 and $24,447
for the three and six months ended March 31, 2020, as compared to $6,379 and
$25,601 for the three and six months ended March 31, 2019.
Liquidity and Capital Resources
As of March 31, 2020, the Company had cash in hand of $1,399 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 six months ended March 31, 2020, the net loss of $24,447 the increase in
other receivables of $12,726 and decrease in accounts payable in the amount of
$2,150. Net cash used in operating activities was $39,323 for the three months
ended March 31, 2020, as compared to $0 for the six months ended March 31, 2019.
For the six months ended March 31, 2020, net cash increase in financing
activities amount of $19,831 as compared to $44,647 for the six months ended
March 31, 2019. The increase is due to the contribution from shareholder.
We had no investing activities in the three months ended March 31, 2020 or 2019.
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.
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