YUMM Yummies Inc (CE)

The following management’s discussion and analysis should be read in conjunction with our financial statements and the notes thereto and the other financial information appearing elsewhere in this report.

Use of Terms

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “our” and the “Company” refer to Yummies, Inc., a Nevada corporation.

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 10^th 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.

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.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 5 to the financial statements, the Company incurred net loss of $9,432 during the three month period ended December 31, 2019 and has accumulated losses of $173,607. The Company’s current assets exceed its current liabilities by $9,237 at December 31, 2019. These factors create an uncertainty as to the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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:

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Results of Operations

The Company is a development stage company and has had operations only starting with the fourth quarter of its fiscal year ended September 30, 2019. Prior to this time the Company was a shell company with no business activities.

The Company’s revenues for the three months ended December 31, 2019 and 2018 were $3,637 and $0, respectively.

General and administrative expenses for the three months ended December 31, 2019 were $13,069, as compared to $19,222 for the three months ended December 31, 2018, an approximately 32% decrease. Such increase was primarily due to decreases in professional services fees and filing fees.

There is no interest expense for the three months ended December 31, 2019 and December 31, 2018.

As a result of the foregoing factors, we had a net loss of $9,432 for the three months ended December 31, 2019, as compared to $19,222 for the three months ended December 31, 2018.

Liquidity and Capital Resources

As of December 31, 2019, the Company had minimal current assets of $11,540 to fund its operations. Liabilities consisted of $2,303 in accounts payable, and total liabilities of $2,303.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 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.

Net cash used in operating activities was $12,910 for the three months ended December 31, 2019, as compared to $0 for the three months ended December 31, 2018.  For the three months ended December 31, 2019, the net loss of $9,432, offset by an increase in accounts payable in the amount of $141, were the primary drivers of the cash used in operating activities. For the three months ended December 31, 2018, the net loss of $19,222, offset by, an increase in accounts payable in the amount of $16,222, and decrease in prepaid expenses, were the primary drivers of the cash used in operating activities.

We had no investing activities or financing activities in the three months ended December 31, 2019 or 2018.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.