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S-1 YOUMI INC. NV 32-0846641 732 S 6th Street Ste V, Las Vegas NV 89101 929 282-9977 Non-accelerated Filer true true false

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NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Youmi Inc. (the “Company,” “Youmi,” “we,” “us,” or “our”) was incorporated in the State of Nevada on February 24, 2026. The Company focuses on community convenience store franchising and related store management support services. The Company has entered into a franchise cooperation agreement with an existing community convenience store operator in China and is implementing standardized franchise operating procedures and operational support services through such franchise relationship. The Company’s business focuses on supporting community convenience store operators through standardized franchise management, store operation support, brand promotion, membership management and digital operational support services. The Company initially focuses on daily consumer products, selected agricultural specialty products and community-oriented retail services. The Company currently operates through its founder and Chief Executive Officer, Mingxing Sheng. As of April 30, 2026, the Company had not generated revenue.

NOTE 2 – GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of April 30, 2026, the Company had cash of $132,508, working capital of $132,508 and an accumulated deficit of $906. The Company has not generated revenue since inception and expects to incur additional expenses as it continues to develop its franchising business and digital store-management support system. The Company’s ability to continue as a going concern is dependent upon its ability to implement its business plan, generate revenue, obtain additional financing and achieve profitable operations. Management intends to fund operations through capital contributions, private placements, future revenue generation and, if necessary, additional financing arrangements. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

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NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s fiscal year end is April 30. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of April 30, 2026, the Company had cash and cash equivalents of $132,508. Fair Value of Financial Instruments The carrying amounts of financial instruments, including cash, accrued liabilities and other current liabilities, approximate fair value because of the short-term nature of these instruments. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. Revenue is recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. As of April 30, 2026, the Company had not generated revenue. Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all deferred tax assets will not be realized. Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted net loss per share is the same as basic net loss per share for the period presented because all potentially dilutive securities would be anti-dilutive. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation – Stock Compensation. The Company recognizes stock-based compensation expense based on the estimated grant-date fair value of equity awards issued to employees and non-employees. As of April 30, 2026, the Company had not granted any stock options or other equity awards. Recent Accounting Pronouncements Management does not believe that any recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s fiscal year end is April 30.

Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of April 30, 2026, the Company had cash and cash equivalents of $132,508.

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Fair Value of Financial Instruments The carrying amounts of financial instruments, including cash, accrued liabilities and other current liabilities, approximate fair value because of the short-term nature of these instruments.

Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. Revenue is recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. As of April 30, 2026, the Company had not generated revenue.

Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all deferred tax assets will not be realized.

Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted net loss per share is the same as basic net loss per share for the period presented because all potentially dilutive securities would be anti-dilutive.

Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation – Stock Compensation. The Company recognizes stock-based compensation expense based on the estimated grant-date fair value of equity awards issued to employees and non-employees. As of April 30, 2026, the Company had not granted any stock options or other equity awards.

Recent Accounting Pronouncements Management does not believe that any recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

NOTE 4 – COMMITMENTS AND CONTINGENCIES Consulting Agreement On March 1, 2026, the Company entered into a consulting agreement relating to SEC registration, OTCQB planning and related advisory services. As of April 30, 2026, the Company recorded prepaid expense and other current liability of $70,000 relating to amounts payable under the OTCQB advisory and coordination service agreement. Legal Proceedings As of April 30, 2026, the Company was not involved in any material legal proceedings and was not aware of any pending or threatened material litigation.

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NOTE 5 – STOCKHOLDERS’ EQUITY The Company is authorized to issue: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 20pt"></td><td style="width: 20pt; text-align: left">•</td><td style="text-align: justify">65,000,000 shares of common stock, par value $0.001 per share; and</td> </tr></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top"> <td style="width: 20pt"></td><td style="width: 20pt">•</td><td>10,000,000 shares of preferred stock, par value $0.001 per share.</td></tr></table> As of April 30, 2026, there were 10,233,990 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding. Issuance of Common Stock From February 24, 2026 through April 30, 2026, the Company issued an aggregate of 10,233,990 shares of common stock for gross cash proceeds of $133,414.

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NOTE 6 – INCOME TAXES The Company accounts for income taxes pursuant to ASC Topic 740, Income Taxes. For the period from February 24, 2026 (inception) through April 30, 2026, the Company incurred a net operating loss of approximately $906, which may be carried forward to offset future taxable income, subject to applicable limitations under the Internal Revenue Code. Management believes that it is more likely than not that the deferred tax assets related to the Company’s net operating loss carryforwards will not be realized. Accordingly, the Company has recorded a full valuation allowance against such deferred tax assets. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of April 30, 2026, the Company had no accrued interest or penalties related to uncertain tax positions and no unrecognized tax benefits.

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NOTE 7 – SUBSEQUENT EVENTS In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events from April 30, 2026 through the date these financial statements were issued. On May 7, 2026, the Company received net proceeds of $5,997, from a subscription for 60,150 shares of common stock at a purchase price of $0.10 per share. The gross subscription amount was $6,015, and $18 was deducted as a banking or wire fee. Except as disclosed above, the Company is not aware of any subsequent events that require recognition or disclosure in these financial statements.

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