INFORMATION
STATEMENT
NO
VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS
IS
REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is first being
mailed on or about November 26, 2018 to the holders of record of the outstanding common stock, $0.001 par value per share (the
“
Common Stock
”), of Yummies, Inc., a Nevada corporation (the “
Company
”), as
of the close of business on November 13, 2018 (the “
Record Date
”), pursuant to Rule 14c-2 promulgated
under the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”). This Information Statement
relates to a written consent in lieu of a meeting, dated November 13, 2018 (the “
Written Consent
”), of
a stockholder of the Company owning at least a majority of the outstanding shares of Common Stock of the Company as of the Record
Date (the “
Majority Stockholder
”). Except as otherwise indicated by the context, references in this Information
Statement to “Company,” “we,” “us,” or “our” are references to Yummies, Inc.
The
Written Consent authorized and approved Amended and Restated Articles of Incorporation (the “
Restated Charter
”)
to amend our existing Articles of Incorporation, among other things: (i) increase the number of authorized shares of the Company’s
Common Stock from 50,000,000 shares to 450,000,000 shares; (ii) authorize the Company to issue 50,000,000 shares of “blank
check” Preferred Stock, par value $0.0001 per share; (iii) change the par value of the Company’s Common Stock from
$0.001 to $0.0001 per share; (iv) change the purpose of the Company to remove reference to rental of boats and personal watercraft;
and (v) remove a provision limiting the number of directors of the Company. A copy of the Restated Charter is attached to this
Information Statement as
Appendix A
.
The
Written Consent constitutes the consent of a majority of the total number of shares of outstanding Common Stock and is sufficient
under the Nevada Revised Statutes (“
NRS
”), our Articles of Incorporation and our Amended and Restated
Bylaws to approve the Restated Charter. Accordingly, the Restated Charter is not presently being submitted to our other stockholders
for a vote. The action by Written Consent will become effective when the Company files the Restated Charter with the Nevada Secretary
of State.
Please
note that this is not a notice of a meeting of Stockholders and no Stockholders meeting will be held to consider the matters described
herein. This Information Statement is being furnished to you solely for the purpose of informing Stockholders of the matters described
herein pursuant to Section 14(c) of the Exchange Act and the regulations promulgated thereunder, including Regulation 14C.
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/s/
Wei-Hsien Lin
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Wei-Hsien
Lin
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President
GENERAL
INFORMATION
This Information Statement is being first
mailed on or about November 26, 2018 to stockholders of the Company to provide material information regarding corporate actions
that have been approved by the Written Consent of the Majority Stockholder.
Only
one copy of this Information Statement is being delivered to two or more stockholders who share an address unless we have received
contrary instruction from one or more of such stockholders. We will promptly deliver, upon written or oral request, a separate
copy of the Information Statement to a security holder at a shared address to which a single copy of the document was delivered.
If you would like to request additional copies of the Information Statement, or if in the future you would like to receive multiple
copies of information statements or proxy statements, or annual reports, or, if you are currently receiving multiple copies of
these documents and would, in the future, like to receive only a single copy, please so instruct us by writing to the corporate
secretary at the Company’s executive offices at the address specified above, or call our corporate secretary at +886287511886.
PLEASE
NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU
OF THE APPROVAL OF THE RESTATED CHARTER.
The
entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock
held of record by them.
AUTHORIZATION
BY THE BOARD OF DIRECTORS
AND
THE MAJORITY STOCKHOLDERS
Under
the NRS and the Company’s Amended and Restated Bylaws, any action that can be taken at an annual or special meeting of stockholders
may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by stockholders
holding at least a majority of the voting power; provided that if a different proportion of voting power is required for such
an action at a meeting, then that proportion of written consents is required. The approval of the Restated Charter requires
the affirmative vote or written consent of a majority of the issued and outstanding shares of Common Stock.
Holders
of shares of Common Stock are entitled to one vote per share. On the Record Date, the Company had
2,505,000
shares of Common Stock issued and outstanding and.
On
November 13, 2018, our sole director unanimously adopted resolutions approving the Restated Charter and recommended that our stockholders
approve the Restated Charter as set forth in
Appendix A
. In connection with the adoption of these resolutions, our sole
director elected to seek the written consent of the holders of a majority of our outstanding shares in order to reduce associated
costs and implement the Restated Charter in a timely manner.
CONSENTING
STOCKHOLDERS
On
November 13, 2018, Wei-Hsien Lin, being the record holder of 1,690,000 shares of our Common Stock, constituting approximately
67.5% of the issued and outstanding shares of our Common Stock, consented in writing to the Restated Charter. Accordingly, we
have obtained all necessary corporate approvals in connection with the Restated Charter. We are not seeking written consent from
any other stockholder, and the other stockholders will not be given an opportunity to vote with respect to the actions described
in this Information Statement. All necessary corporate approvals have been obtained. This Information Statement is furnished solely
for the purposes of advising stockholders of the action taken by written consent and giving stockholders notice of such actions
taken as required by the Exchange Act.
As
the action taken by the Majority Stockholder was by written consent, there will be no security holders’ meeting and representatives
of the principal accountants for the current year and for the most recently completed fiscal year will not have the opportunity
to make a statement if they desire to do so and will not be available to respond to appropriate questions from our stockholders.
We
will, when permissible following the expiration of the 20-day period mandated by Rule 14c of the Exchange Act and the provisions
of the NRS, file the Restated Charter with the Nevada Secretary of State’s Office. The Restated Charter will become effective
upon such filing and we anticipate that such filing will occur approximately 20 days after this Information Statement is first
mailed to our stockholders.
DESCRIPTION
OF THE COMPANY’S CAPITAL STOCK
Our
authorized capital currently consists of 50,000,000 shares of Common Stock, par value $0.001 per share. Each share of Common Stock
entitles its record holder to one (1) vote per share. Holders of our Common Stock do not have cumulative voting, conversion, redemption
rights or preemptive rights to acquire additional shares. At the close of business on the Record Date, we had
2,505,000
shares of Common Stock issued and outstanding.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS
AND MANAGEMENT
The
following table sets forth information regarding beneficial ownership of our Common Stock as of the Record Date by (i) each of
our officers and directors; (ii) all of our officers and directors as a group; and (iii) each person who is known by us to beneficially
own more than 5% of our Common Stock. Unless otherwise specified, the address of each of the persons set forth below is in care
of the Company, 6F., No.516, Sec. 1, Neihu Road, Neihu District., Taipei City 114, Taiwan.
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Name and Address of Beneficial Owner
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Title of Class
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Amount and Nature of Beneficial Ownership
(1)
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Percent of Class
(2)
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Wei-Hsien Lin, President, Treasurer, Secretary and Director
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Common Stock
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1,690,000
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67.5
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%
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All officers and directors as a group (1 person named above)
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Common Stock
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1,690,000
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67.5
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%
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*
Less than 1%
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(1)
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Beneficial
Ownership is determined in accordance with the rules of the Securities and Exchange Commission
(the “
SEC
”) and generally includes voting or investment power
with respect to securities. Each of the beneficial owners listed above has direct ownership
of and sole voting power and investment power with respect to the shares of our Common
Stock.
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(2)
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A
total of
2,505,000
shares of Common Stock
are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1) as of the Record Date.
For each beneficial owner above, any options exercisable within 60 days have been included
in the denominator.
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We
do not currently have any arrangements which if consummated may result in a change of control of the Company.
CHANGES
OF CONTROL
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
at such time. 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, Mr. Lin became the controlling stockholder
of the Company.
AMENDMENT
AND RESTATEMENT OF OUR ARTICLES OF INCORPORATION
General
The
Restated Charter will amend our existing Articles of Incorporation to, among other things: (i) increase the number of authorized
shares of the Company’s Common Stock from 50,000,000 shares to 450,000,000 shares; (ii) authorize the Company to issue 50,000,000
shares of “blank check” Preferred Stock, par value $0.0001 per share; (iii) change the par value of the Company’s
Common Stock from $0.001 to $0.0001 per share; (iv) change the purpose of the Company to remove reference to rental of boats and
personal watercraft; and (v) remove a provision limiting the number of directors of the Company. The full text of the proposed
Restated Charter is attached hereto as
Annex A
.
The
Restated Charter will become effective following filing with the Secretary of State of the State of Nevada, which will occur promptly
following the 20th day after the mailing of this Information Statement to our stockholders as of the Record Date.
Reasons
for the Amendments
Increase
in Authorized Common Stock
We
believe that the increase in our authorized shares of Common Stock will provide us with increased flexibility in meeting future
corporate needs and requirements. We have no specific plans or arrangements to issue the additional shares of Common Stock authorized
by the Restated Charter. Our board of directors may issue additional shares of Common Stock from time to time as determined by
our board of directors for any proper corporate purpose, including equity financings, without stockholder approval, except where
required by applicable rules, regulations and laws.
Creation
of “Blank Check” Preferred Stock
Pursuant
to the Restated Charter, our board of directors will be authorized, subject to limits imposed by relevant Nevada laws, to issue
up to 50,000,000 shares of Preferred Stock in one or more classes or series within a class upon authority of the board of directors
without further stockholder approval. Any Preferred Stock issued in the future may rank senior to the Common Stock with respect
to the payment of dividends or amounts upon liquidation, dissolution or winding up of the Company, or both. In addition, any such
shares of Preferred Stock may have class or series voting rights. We believe that creating such “blank check” Preferred
Stock will provide us with greater flexibility in meeting future corporate needs. We have no specific plans or arrangements to
issue the shares of Preferred Stock authorized by the Restated Charter.
Change
of Par Value
“Par
Value” is a dollar value assigned to shares of stock, which is the minimum amount for which each share may be
sold. Historically, the concept of par value and the stated capital of a company were to protect creditors and senior
security holders by ensuring that a company received at least the par value as consideration for issuance of its shares.
Over time, these concepts have lost their significance for the most part. The Company’s Articles of Incorporation currently
provides that the par value of the Company’s Common Stock is $0.001 per share. The Company’s sole director
believes that, along with the increase in authorized capital, the adjustment in the par value of the Company’s
Common Stock from $0.001 per share to $0.0001 per share will cause the Company’s par value to be similar to the par
value per share of the common stock of other similarly situated public companies.
Change
of Corporate Purpose
Our
current Articles of Incorporation state that the purpose of the Company is to engage in the business of rental of boats and personal
watercraft and to engage in any and all other lawful business. Since the Company is no longer engaged in the business of rental
of boats and personal watercraft, and has not been engaged in this business since 2001, we determined to amend the purpose of
the Company remove reference to rental of boats and personal watercraft and instead state that the purpose of the Company is to
engage in any lawful act or activity for which corporations may be organized under the laws of the State of Nevada.
Removal
of Limits on Number of Directors
Our
current Articles of Incorporation include a provision regarding the number of directors of the Company and state that the minimum
number of directors shall be one (1) and the maximum number of directors shall be three (3). Under Nevada law, any amendments
to a company’s articles of incorporation must be approved by stockholders. Since the number of directors is not required
to be stated in a company’s articles of incorporation under Nevada law, and we may want elect more than three directors
in the future without the time and expense of seeking stockholder approval, we determined to remove this provision from our Articles
of Incorporation. Under our Amended and Restated Bylaws, our board of directors has the authority to determine the number of directors
of the Company.
Possible
Effects of the Amendments to our Current Charter
Release
No. 34-15230 of the staff of the SEC requires disclosure and discussion of the effects of any stockholder proposal that may be
used as an anti-takeover device. The increase in the authorized number of shares of our Common Stock and creation of “blank
check” Preferred Stock could have an anti-takeover effect, in that additional shares could be issued (within the limits
imposed by applicable law) in one or more transactions that could make a change in control or takeover of us more difficult. For
example, additional shares could be issued by us so as to dilute the stock ownership or voting rights of persons seeking to obtain
control of us, even if the persons seeking to obtain control offers an above-market premium that is favored by a majority of the
independent stockholders. Similarly, the issuance of additional shares to certain persons allied with our management could have
the effect of making it more difficult to remove our current management by diluting the stock ownership or voting rights of persons
seeking to cause such removal. We have no plans or proposals to adopt other provisions or enter into other arrangements that may
have material anti-takeover consequences. The amendments to increase the authorized number of shares of our Common Stock and create
of “blank check” Preferred Stock were not adopted with the intent that they be utilized as a type of anti- takeover
device.
Our
stockholders should recognize that, as a result of these amendments, they will own a fewer percentage of shares with respect to
our total authorized shares than they presently own and will be diluted as a result of any issuance of shares by us in the future.
There
are currently no specific plans, arrangements, commitments or understandings for the issuance of the additional shares of stock
which will be authorized.
DISSENTER’S
RIGHTS
Under
Nevada law, holders of our Common Stock are not entitled to dissenter’s rights of appraisal with respect to the proposed
amendments to our Articles of Incorporation and the adoption of the Restated Charter.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. You may
read and copy this information at, or obtain copies of this information by mail from, the SEC’s Public Reference Room, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Please call the SEC at (800) SEC-0330 for further information
about the public reference room. Our filings with the SEC are also available to the public from commercial document retrieval
services and at the web site maintained by the SEC at
http://www.sec.gov
.
APPENDIX
A
AMENDED
AND RESTATED
ARTICLES
OF INCORPORATION
OF
YUMMIES,
INC.
Yummies,
Inc. (hereinafter referred to as the “
Corporation
”), a corporation organized and existing under and by virtue
of the laws of the State of Nevada, does hereby certify as follows:
1.
The
current name of the Corporation is Yummies, Inc.
2.
The
original Articles of Incorporation of the Corporation were filed in the Office of the Secretary of State on June 11, 1998.
3.
These
Amended and Restated Articles of Incorporation have been duly approved by the Board of Directors of the Corporation pursuant to
a unanimous written consent in lieu of a meeting, dated November 13, 2018, and by the holders of a majority of the Corporation’s
issued and outstanding capital stock entitled to vote thereon pursuant to a written consent in lieu of a meeting, dated November
13, 2018, in accordance with the provisions of Sections 78.390 and 78.403 of the Nevada Revised Statutes.
4.
The
provisions of the Articles of Incorporation of the Corporation as heretofore amended and/or supplemented are hereby restated,
integrated and further amended to read in its entirety as follows:
ARTICLE
1
NAME
The
name of the corporation is Yummies, Inc. (hereinafter, the “Corporation”).
ARTICLE
2
PURPOSE
The
purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the laws of
the State of Nevada.
ARTICLE
3
AUTHORIZATION
TO ISSUE CAPITAL STOCK
The
aggregate number of shares which the Corporation shall have the authority to issue is 450,000,000 shares of Common Stock having
a par value of $0.0001 per share and 50,000,000 shares of Preferred Stock having a par value of $0.0001 per share. All Common
Stock of the Corporation shall be of the same class and shall have the same rights and preferences. The Corporation shall have
authority to issue the shares of Preferred Stock in one or more series with such rights, preferences and designations as determined
by the Board of Directors of the Corporation. Authority is hereby expressly granted to the Board of Directors from time to time
to issue Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions
providing for the issue of the shares thereof, to determine and fix such voting powers, full or limited, or no voting powers,
and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, including, without limitation thereof, dividend rights, special voting rights, conversion rights, redemption
privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent now or hereafter
permitted by the Nevada Revised Statutes.
ARTICLE
4
GOVERNING
BOARD
The
members of the governing board of the Corporation shall be known as the board of directors. The number of directors comprising
the board of directors shall be set forth in the bylaws of the Corporation.
ARTICLE
5
ACQUISITION
OF CONTROLLING INTEREST
The
Corporation elects not to be governed by the terms and provisions of Sections 78.378 through 78.3793, inclusive, of the Nevada
Revised Statutes, as the same may be amended, superseded, or replaced by an successor section, statute, or provision. No amendment
to these Amended and Restated Articles of Incorporation, directly or indirectly, by merger or consolidation or otherwise, having
the effect of amending or repealing any provision of this Article 5 shall apply to or have any effect on any transaction involving
acquisition of control by any person occurring prior to such amendment or repeal.
ARTICLE
6
COMBINATIONS
WITH INTERESTED STOCKHOLDERS
The
Corporation elects not to be governed by the terms and provisions of Sections 78.411 through 78.444, inclusive, of the Nevada
Revised Statutes, as the same may be amended, superseded, or replaced by any successor section, statute, or provision. No amendment
to these Amended and Restated Articles of Incorporation, directly or indirectly, by merger or consolidation or otherwise, having
the effect of amending or repealing any provision of this Article 6 shall apply to or have any effect on any transaction with
an interested stockholder occurring prior to such amendment or repeal.
IN
WITNESS WHEREOF
, the undersigned has executed these Amended and Restated Articles of Incorporation this ___ day of _____________,
2018.
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YUMMIES, INC.
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By:
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Name:
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Wei-Hsien Lin
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Title:
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President
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A-3