Quarterly Report (10-q)

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to __________

Commission File Number: 000-53450

YUENGLING’S ICE CREAM CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		47-5386867
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Glenlake Parkway #650, Atlanta, GA		30328
(Address of principal executive offices)		(Zip Code)

404-805-6044

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of as of September 7, 2022, there were 13,527,871 shares of common stock outstanding.

TABLE OF CONTENTS

		Page No.
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements.	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Plan of Operations.	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	19

Item 4	Controls and Procedures.	20

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.	21

Item 1A.	Risk Factors.	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	21

Item 3.	Defaults Upon Senior Securities.	21

Item 4.	Mine Safety Disclosures.	21

Item 5.	Other Information.	21

Item 6.	Exhibits.	21

Signatures		22

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

YUENGLING’S ICE CREAM CORPORATION

Condensed Consolidated Balance Sheets as of July 31, 2022 (unaudited) and October 31, 2021		4

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended July 31, 2022 and 2021 (unaudited)		5

Condensed Consolidated Statements of Stockholders’ Deficit for the Three and Nine Months Ended July 31, 2022 and 2021 (unaudited)		6

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended July 31, 2022 and 2021 (unaudited)		7

Notes to the Condensed Consolidated Financial Statements (unaudited)		8

YUENGLING’S ICE CREAM CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	July 31, 2022			October 31, 2021
ASSETS
Current Assets:
Cash	$	20,409		$	350,905
Inventory		56,212			56,212
Loan receivable		80,000			–
Other receivable – related party		5,500			–
Total Current Assets		162,121			407,117

Other Assets:
Property and equipment, net		30,300			30,300
Total Assets	$	192,421		$	437,417
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$	205,200		$	195,822
Accrued interest		50,136			38,166
Accrued compensation		28,000			–
Notes payable		119,121			132,121
Loans payable		543,265			659,002
Convertible note payable, net of $8,004 discount		79,218			–
Line of credit		693,799			800,000
Total Current Liabilities		1,718,739			1,825,111

Long Term Liabilities
Loan payable, net of current portion		156,500			156,500
Total Liabilities		1,875,239			1,981,611

Commitments and contingencies		–			–

Mezzanine Equity:
Preferred stock to be issued		398,522			437,850
Total mezzanine equity		398,522			437,850

Stockholders' Deficit:
Preferred stock, Series A; par value $0.001; 10,000,000 shares authorized, 5,000,000 shares issued and outstanding		5,000			5,000
Common stock: $0.001 par value; 2,500,000,000 shares authorized; 13,527,871 and 10,234,537 shares issued and outstanding, respectively		13,528			10,235
Common stock to be issued		–			165,000
Additional paid in capital		1,737,721			1,388,494
Accumulated deficit		(3,837,589	)		(3,550,773	)
Total Stockholders' Deficit		(2,081,340	)		(1,982,044	)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$	192,421		$	437,417

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

YUENGLING’S ICE CREAM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	For the Three Months Ended July 31,						For the Nine Months Ended July 31,
	2022			2021			2022			2021
Revenue	$	—		$	—		$	—		$	3,568
Cost of goods sold		—			—			—			53,051
Gross margin		—			—			—			(49,483	)

Operating Expenses:
General and administrative expenses		11,334			5,463			79,820			45,696
Consulting – related party		—			—			—			85,000
Officer compensation		15,000			—			48,000			—
Professional fees		16,915			48,985			92,060			122,935
Total operating expenses		43,249			54,448			219,880			253,631

Loss from operations		(54,583	)		(54,448	)		(219,880	)		(303,114	)

Other income (expense):
Interest expense		(23,105	)		(15,878	)		(67,110	)		(51,910	)
Interest income		—			—			174			372
Gain on forgiveness of debt		—			83,300			—			116,836
Gain on disposal of fixed assets		—			—			—			1,000
Loss on conversion of debt		—			—			—			(26,000	)
Total other income (expense)		(23,105	)		67,422			(66,936	)		40,298

Net income (loss)	$	(66,354	)	$	12,794		$	(286,816	)	$	(262,816	)

Basic income (loss) per share	$	(0.01	)	$	0.00		$	(0.02	)	$	(0.03	)
Diluted income (loss) per share	$	(0.01	)	$	0.00		$	(0.02	)	$	(0.03	)

Basic weighted average shares		12,353,957			8,401,204			11,739,983			7,752,608
Diluted weighted average shares		12,353,957			8,401,204			11,739,983			7,752,608

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

YUENGLING’S ICE CREAM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2021 AND 2022

(Unaudited)


	Common Stock				Preferred Stock						Additional Paid in		Preferred Stock To Be		Common Stock To Be			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount				Capital		Issued		Issued			Deficit			Deficit
Balance October 31, 2020		5,401,204	$	5,401		5,000,000	$	5,000	–	–	$	797,024	$	269,250	$	12,500		$	(2,948,321	)	$	(1,859,146	)
Stock issued for conversion of debt		2,333,333		2,333		–		–				32,667		–		–			–			35,000
Stock issued for cash		–		–		–		–				–		134,000		–			–			134,000
Net Loss		–		–		–		–	–	–		–		–		–			(153,938	)		(153,938	)
Balance, January 31, 2021		7,734,537		7,734		5,000,000		5,000	–	–		829,691		403,250		12,500			(3,102,259	)		(1,844,084	)
Stock issued for cash		–		–		–		–				–		54,600		–			–			54,600
Stock issued for conversion of debt		666,667		667		–		–				9,333		–		–			–			10,000
Net Loss		–		–		–		–	–	–		–		–		–			(121,852	)		(121,852	)
Balance, April 30, 2021		8,401,204		8,401		5,000,000		5,000	–	–		839,024		457,850		12,500			(3,224,111	)		(1,901,336	)
Stock issued for cash		–		–		–		–				–		7,000		–			–			7,000
Adjustment for contributed capital		–		–		–		–				45,901		–		(12,500	)		–			33,401
Net Income		–		–		–		–	–	–		–		–		–			12,974			12,974
Balance, July 31, 2021		8,401,204	$	8,401		5,000,000	$	5,000	–	–	$	884,925	$	464,850	$	–		$	(3,211,137	)	$	(1,847,961	)

	Common Stock						Series A Preferred Stock				Additional Paid in			Common Stock To Be			Accumulated			Total Stockholders’
	Shares		Amount				Shares		Amount		Capital			Issued			Deficit			Deficit
Balance, October 31, 2021		10,234,537	$	10,235	–	–		5,000,000	$	5,000	$	1,388,494	–	$	165,000		$	(3,550,773	)	$	(1,982,044	)
Stock issued for cash		1,533,334		1,533				–		–		259,467			(165,000	)		–			96,000
Net Loss		–		–	–	–		–		–		–	–		–			(119,785	)		(119,785	)
Balance, January 31, 2022		11,767,871		11,768	–	–		5,000,000		5,000		1,647,961	–		–			(3,670,558	)		(2,005,829	)
Net Loss		–		–	–	–		–		–		–	–		–			(100,677	)		(100,677	)
Balance April 30, 2022		11,767,871		11,768	–	–		5,000,000		5,000		1,647,961	–		–			(3,771,235	)		(2,106,506	)
Stock issued for cash		1,760,000		1,760				–		–		89,760			–			–			91,520
Net Loss		–		–	–	–		–		–		–	–		–			(66,354	)		(66,354	)
Balance, July 31, 2022		13,527,871	$	13,528	–	–		5,000,000	$	5,000	$	1,737,721	–	$	–		$	(3,837,589	)	$	(2,081,340	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

YUENGLING’S ICE CREAM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Nine Months Ended
	July 31,
	2022			2021
Cash flows from operating activities:
Net loss	$	(286,816	)	$	(262,816	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on conversion of debt		–			26,000
Gain on sale of fixed asset		–			(1,000	)
Gain on forgiveness of debt		–			(116,836	)
Debt discount amortization		5,718			–
Changes in assets and liabilities:
Accounts receivable		–			103
Inventory		–			51,550
Other receivable – related party		(5,500	)		–
Accounts payable		9,378			10,747
Accrued compensation – related party		28,000			–
Accrued liabilities		11,971			856
Net cash used in operating activities		(237,249	)		(291,396	)

Cash flows from investing activities:
Proceeds from the sales of property and equipment		–			1,000
Issuance of note receivable		(80,000	)		–
Net cash (used) provided by investing activities		(80,000	)		1,000

Cash flows from financing activities:
Net (payments) proceeds from the sale of preferred stock		(39,328	)		198,600
Sale of common stock		187,520			–
Payment on LOC		(106,201	)		–
Proceeds from notes payable		–			114,582
Proceeds from convertible notes payable		73,500			–
Payments on notes payable		(128,738	)		(54,500	)
Proceeds – related party loans		–			28,545
Payments – related party loans		–			(2,600	)
Net cash (used) provided by financing activities		(13,247	)		284,627

Net change in cash		(330,496	)		(5,769	)
Cash, beginning of period		350,905			112,234
Cash, end of period	$	20,409		$	106,465

Cash paid during the period for:
Interest	$	–		$	–
Income taxes	$	–		$	–

Supplemental Disclosure of Non-Cash Activity:
Conversion of principal and interest into common stock	$	–		$	45,000

The accompanying notes are an integral part of these condensed consolidated financial statements

YUENGLING’S ICE CREAM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2022

(Unaudited)

NOTE 1 – ORGANIZATION AND BUSINESS

Yuengling’s Ice Cream Corporation, (f/k/a Aureus, Inc.) (“Yuengling’s,” “ARSN,” “we,” “us,” or the “Company”) was incorporated in Nevada on April 19, 2013, under the name “Aureus Incorporated.” We were initially organized to develop and explore mineral properties in the state of Nevada. Effective December 15, 2017, we changed our name to “Hohme, Inc.,” and, effective February 7, 2019, we changed our name to “Aureus, Inc. and on September 14, 2021, the Company changed their name to Yuengling’s Ice Cream Corporation”. We are currently active in the state of Nevada.

We are a food brand development company that builds and represents popular food concepts throughout the United States and international markets. Management is highly experienced at business integration and re-branding potential. With little territory available for the older brands, we intend to bring to our customers fresh innovative brands that have great potential. All of our brands will be unique in nature as we focus on niche markets that are still in need of development.

We operate two lines of business. Through our subsidiary, YIC Acquisitions Corp. (“YICA”), we acquired the assets of Yuengling’s Ice Cream in June 2019. YICA produces and sells high-quality ice cream without artificial colors, flavoring, or preservatives and no added hormones.

In September 2020, we entered into the micro market segment and launched our second business line, Aureus Micro Markets (“AMM”). Closely tied to the vending machine industry, Micro Markets look and feel like modern convenience stores while functioning with the ease and efficiency of vending foodservice and refreshment services.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending October 31, 2022. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company’s financial statements for the year ended October 31, 2021.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.

Restricted Cash

The Company has an obligation to transfer $50,000 to Mid Penn Bank as security pursuant to the Agreement of Sale and Security Agreement with Mid Penn Bank and Yuengling Ice Cream Corp, by September 30, 2022. If the funds are not transferred by September 30, 2022, the Bank the has option to call the loan and to require the Company to pay any attorney’s fees incurred.

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three and nine months ended July 31, 2022.

Basic and Diluted Earnings Per Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of July 31, 2022 and 2021, there are 27,059,801 and 16,804,928 potentially dilutive shares, respectively, if the Preferred A were to be converted. As of July 31, 2022 and 2021, the Company’s diluted loss per share is the same as the basic loss per share, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary YIC Acquisitions Corp. All material transactions and balances have been eliminated on consolidation.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contract in entity’s own equity. ASU 2020-06 is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company has chosen the early adoption of ASU 2020-06. The adoption of ASU 2020-06 had a material effect on the Company’s financial statements. If the standard was not early adopted the Company would have had to recognize a beneficial conversion feature on its convertible note payable.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the condensed consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

NOTE 3 – GOING CONCERN

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $3,837,589, had a net loss of $286,816, and net cash used in operating activities of $237,249 for the nine months ended July 31, 2022. The Company’s ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

NOTE 4 - PROPERTY & EQUIPMENT

Property and Equipment are first recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of assets as follows between three and five years.

Long lived assets, including property and equipment, to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income.

Property and equipment stated at cost, less accumulated depreciation consisted of the following:

Schedule of property and equipment
	July 31, 2022		October 31, 2021
Property and equipment	$	30,300	$	30,300
Less: accumulated depreciation		–		–
Property and equipment, net	$	30,300	$	30,300

Depreciation Expense

Property and equipment consist of shelving and racks purchased for the Aureus Micro Markets business, which has been temporarily put on hold. As of July 31, 2022, the Company’s fixed assets have not yet been placed in service. Depreciation will begin on the date the assets are placed into service.

NOTE 5 – LOAN RECEIVABLE

On May 17, 2022, the Company and Revolution Desserts, LLC (“Revolution”) terminated the Definitive Agreement entered into on April 30, 2022. The primary reason for the termination is the regulatory delays in qualifying the Company’s Reg 1-A. Per the terms of the original agreement, the Company has advanced Revolution $80,000, which has been accounted for as a note receivable. No loan terms have been established as of July 31, 2022.

NOTE 6 – NOTES PAYABLE

On September 9, 2015, the Company issued to Backenald Corp. a promissory note in the principal amount of $20,000, bearing interest at the rate of 5% per annum and maturing on the first anniversary of the date of issuance. This note is in default and its interest rate has been increased to 10%. As of July 31, 2022, accrued interest amounted to $12,651.

On February 23, 2017, the Company issued Travel Data Solutions a promissory note in the principal amount of $17,500, bearing interest at the rate of 8% per annum, compounded annually, and maturing on the first anniversary of the date of issuance. This note is in default. As of July 31, 2022, accrued interest amounted to $9,473.

On March 27, 2017, the Company issued Craigstone Ltd. a promissory note in the principal amount of $12,465, bearing interest at the rate of 8% per annum, compounded annually, and maturing on the first anniversary of the date of issuance. This note is in default. As of July 31, 2022, accrued interest amounted to $6,374.

On May 16, 2017, the Company issued Travel Data Solutions a promissory note in the principal amount of $4,500, bearing interest at the rate of 8% per annum, compounded annually, and maturing on the first anniversary of the date of issuance. This note is in default. As of July 31, 2022, accrued interest amounted to $2,230.

On July 28, 2017, we issued Backenald Trading Ltd. a promissory note in the principal amount of $20,000, bearing interest at the rate of 8% per annum, compounded annually, and maturing on the first anniversary of the date of issuance. This note is in default. As of July 31, 2022, accrued interest amounted to $9,449.

On January 24, 2020, the company issued a third party a promissory note in the principal amount of $15,000, bearing interest at the rate of 10% per annum, and maturing on April 30, 2020. As of July 31, 2022, there is $0 and $1,155, principal and interest, respectively, due on this note.

On March 24, 2020, the company issued a third party a promissory note in the principal amount of $20,000, bearing interest at the rate of 10% per annum, and maturing on May 30, 2020. As of July 31, 2022, the balance due on this note for principal and interest is $5,000 and $4,475, respectively. This note is in default.

On April 10, 2020, the Company issued a convertible promissory note to Device Corp., in the principal amount of $49,328, bearing interest at the rate of 10% per annum, and maturing on April 10, 2021. The note is convertible into shares of common stock at $0.0001 per share. The note was issued pursuant to the terms of the Debt Purchase and assignment agreement between Tiger Trout Capital Puerto Rico LLC and Device Corp, whereby Device purchased from Tiger Trout debt in the amount of $49,328 plus any accrued interest. As of July 31, 2022, the balance due on this note is $0.

As of July 31, 2022, the Company was also indebted to another third party for a total of $24,656. This note is non-interest bearing and currently past due and in default.

NOTE 7 – LOANS PAYABLE

YIC Acquisition assumed two loans that the Company still has. The first loan was an SBA loan with a balance of $1,056,807 and annual interest of 5.25%. The loan has monthly payments and matures March 13, 2026. The balance due on this loan as of July 31, 2022 and October 31, 2021, is $619,765 and $735,502, respectively. The second loan is a line of credit with a balance of $814,297 and an annual interest rate of 4.25%. Payments on this line of credit are monthly. On December 24, 2021, $106,201 from a CD was applied to the Line of Credit balance. The balance due on this loan as of July 31, 2022 and October 31, 2021 is $693,799 and $800,000, respectively.

On March 16, 2021, the Company received a Paycheck Protection Program loan under the CARES Act for $114,582 (the “PPP Loan”). The Paycheck Protection Program provides that the use of PPP Loan proceeds are limited to certain qualifying expenses and may be partially or wholly forgiven in accordance with the requirements set forth in the CARES Act. The Company has used the PPP Loan only for permitted uses, although no assurance can be given that the Company will obtain forgiveness of all or any portion of amounts due under the PPP Loan. If not forgiven the loan bears interest at 1% per annum and matures in five years. During year ended October 31, 2021, $34,582 of this loan was forgiven per the terms of the PPP loan. As of July 31, 2022, $80,000 remains unforgiven.

NOTE 8 – CONVERTIBLE NOTE PAYABLE

On March 2, 2022, the Company issued a convertible promissory note to Quick Capital, LLC in the amount of $87,222. The company received $73,500, after a 10% OID and transaction and legal costs. The note bears interest at 12% and matures in one year. The difference of $13,722 was recorded as a debt discount with $5,718 amortized as of July 31, 2022. The note is convertible into shares of common stock at $0.0005 per share.

NOTE 9 – RELATED PARTY TRANSACTIONS

During the nine months ended July 31, 2022, a $5,500 payment was mistakenly made to a Company controlled by Everett Dickson. The amount is to be repaid in the fourth quarter.

During the nine months ended July 31, 2022, the Company paid Robert Bohorad, YICA’s Chief Operating Officer, $20,000 for compensation. As of July 31, 2022, there is $28,000 of accrued compensation due to Mr. Bohorad.

NOTE 10 – COMMON STOCK

During the nine months ended July 31, 2022, the Company issued the 733,333 shares of common stock that was sold in the prior period, but not yet issued as of October 31, 2021.

During the nine months ended July 31, 2022, the Company sold 2,560,000 shares of common stock, for total cash proceeds of $187,520.

On January 21, 2022, the Company increased its authorized common stock from 1,750,000,000 (1.75 billion) to 2,000,000,000 (2 billion) shares.

On March 1, 2022, the Company increased its authorized common stock from 2,000,000,000 (2 billion) to 2,500,000,000 (2.5 billion) shares.

NOTE 11 – PREFERRED STOCK

Series A Preferred

The Company has designated Ten Million (10,000,000) shares of Preferred Stock the Series A Convertible Preferred Stock with a par and stated value of $0.001 per share. The holders of the Series A Convertible Preferred Stock are not entitled to receive any dividends.

Except as otherwise required by law or by the Articles of Incorporation and except as set forth below, the outstanding shares of Series A Convertible Preferred Stock shall vote together with the shares of Common Stock and other voting securities of the Corporation as a single class and, regardless of the number of shares of Series A Convertible Preferred Stock outstanding and as long as at least one of such shares of Series A Convertible Preferred Stock is outstanding shall represent Sixty Six and Two Thirds Percent (66 2/3%) of all votes entitled to be voted at any annual or special meeting of shareholders of the Corporation or action by written consent of shareholders. Each outstanding share of the Series A Convertible Preferred Stock shall represent its proportionate share of the 66 2/3% which is allocated to the outstanding shares of Series A Convertible Preferred Stock.

The entirety of the shares of Series A Convertible Preferred Stock outstanding as such time shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into two thirds of the after conversion outstanding fully paid and non-assessable shares of Common Stock. Each individual share of Series A Convertible Preferred Stock shall be convertible into Common Stock at a ratio determined by dividing the number of shares of Series A Convertible Stock to be converted by the number of shares of outstanding pre-conversion Series A Convertible Preferred Stock. Such initial Conversion Ratio, and the rate at which shares of Series A Convertible Preferred Stock may be converted into shares of Common Stock. As of July 31, 2022, there are 5,000,000 shares of Series A preferred stock owned by the CEO.

As of July 31, 2022, the Company has preferred stock to be issued in the amount of $398,522. As of July 31, 2022, the preferred Series A can be converted at $0.0004 per share, into 996,305,000 shares of common stock. As of the balance sheet date and the date of this report, these shares have not been issued to the Purchaser. S99-3A(2) ASR 268 requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder, or (3) upon the occurrence of an event that is not solely within the control of the issuer. Given that there is an unknown amount of preferred shares to be issued, cash has been repaid and the preferred shares are convertible at the option of the holder, the Company determined that mezzanine treatment appears appropriate. As such, the Company feels these securities should be classified as Mezzanine equity until they are fully issued.

Series B Preferred

The Series B preferred stock is convertible into shares of common stock at the option of the holder at a 35% discount to the lowest closing price for the thirty days prior to conversion.

On August 21, 2020, the Company entered into a Stock Purchased Agreement with Kanno Group Holdings II Ltd.(“KGH”), in which KGH purchased $3,000 of Series B Preferred Stock. The Company rescinded its agreement with KGH, agreeing to return the $3,000 it had received for the preferred stock.

NOTE 12 – COMMITMENTS AND CONTINGENCIES

On January 20, 2022, the Company entered into a Service Agreement with Desmond Partners, LLC for consulting services to be provided. The agreement is effective on February 1, 2022 for a term of three months. Per the terms of the agreement the consultant will receive a fee of $10,000 per month and 5% equity in the Company. The agreement has expired with no issuance of equity to date.

NOTE 13 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the following.

On August 5, 2022, three corporate actions for the Company became effective. The first corporate action of the Company was a reverse stock split at a ratio of 1-for-150 common shares. The second corporate action of the Company was a name change from Aureus, Inc. to Yuengling’s Ice Cream Corporation. The third corporate action of the Company was a stock symbol change from ARSN to YCRM. All shares throughout these financial statements have been retroactively restated to reflect the reverse split.

On August 20, 2022, the Company was notified by Key Bank that the balance of the Paycheck Portion loan was paid off by the SBA on August 17, 2022. As a result, the Company will recognize an $80,000 gain on the forgiveness of debt in its fourth quarter.

On September 7, 2022, the Company issued a Convertible Promissory Note to 1800 Diagonal Lending LLC in the amount of $44,250. The Company received $40,000 with $4,250 retained for fees. The Note bears interest at 12% and matures in one year. The balance and all accrued interest may be converted into shares of common stock at 63% of the average of the two lowest trades during the fifteen days prior to conversion.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS.

Forward-looking Statements

There are “forward-looking statements” contained in this quarterly report. All statements that express expectations, estimates, forecasts or projections are forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “project,” “forecast,” “may,” “should,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. We undertake no obligation to update or revise any of the forward-looking statements after the date of this quarterly report to conform forward-looking statements to actual results. Important factors on which such statements are based are assumptions concerning uncertainties, including but not limited to, uncertainties associated with the following:

Inadequate capital and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans;

Our failure to earn revenues or profits;

Inadequate capital to continue business;

Volatility or decline of our stock price;

Potential fluctuation in quarterly results;

Rapid and significant changes in markets;

Litigation with or legal claims and allegations by outside parties; and

Insufficient revenues to cover operating costs.

The following discussion should be read in conjunction with the financial statements and the notes thereto which are included in this quarterly report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ substantially from those anticipated in any forward-looking statements included in this discussion as a result of various factors.

Overview

Yuengling’s Ice Cream Corporation, (f/k/a Aureus, Inc.) (“Yuengling’s,” “YCRM,” “we,” “us,” or the “Company”) was incorporated in Nevada on April 19, 2013. Our offices are located at One Glenlake Parkway #650, Atlanta, GA 30328. Our telephone number is (404) 885-6045, and our email address is aureus.now@gmail.com. Our website is www.aureusnow.com.

We are a food brand development company that builds and represents popular food concepts throughout the United States and international markets. Management is highly experienced at business integration and re-branding potential. With little territory available for the older brands, we intend to bring fresh, innovative brands with great potential. Our brands will be unique as we focus on niche markets that are still in need of development.

We operate two lines of business. Through our subsidiary, YIC Acquisitions Corp. (“YICA”), we acquired the assets of Yuengling’s Ice Cream (“YIC” or “Yuengling’s”) in June 2019. Yuengling’s sells high-quality ice cream without artificial colors, flavoring, or preservatives and no added hormones. Yuengling’s is currently sold in select retailers and convenience stores in eastern Pennsylvania. In September 2020, we entered into the micro-market segment and launched our second business line, Aureus Micro-Markets (“AMM”). Closely tied to the vending machine industry, micro-markets look and feel like modern convenience stores while functioning with the ease and efficiency of vending food service and refreshment services. They provide an improved customer experience and greater product variety, with a proven track record of increasing sales at vending locations while keeping labor costs down and improving operating efficiencies. Micro-markets are a hybrid form of vending, food service, coffee service, and convenience stores that provide an improved customer experience, exponentially greater product variety, and increased sales within a single location while keeping labor costs down and improving operational efficiencies. The expanded product variety, open flow, and cashless payment options mean that consumers spend less time in line fumbling with cash/change, can purchase multiple items with one transaction, and buy more items per transaction than with cash transactions.

In January 2022, the company signed a non-binding Letter of Intent (“LOI”) to acquire a production facility. The LOI expired with no further taken by either party.

In February 2022, the Company signed a binding Letter of Intent to acquire Revolution Desserts (“Revolution”). Revolution owns or licenses the Gelato Fiasco, Sweet Scoops, Art Cream, and SoCo Creamery brands. Revolution was founded by Robert Carlson and Luciano Alves. Mr. Carlson and Charles Green run the day-to-day operations of the company.

On May 17, 2022, the Company and Revolution terminated the Definitive Agreement entered into on April 30, 2022. The primary reason for the termination is the regulatory delays in qualifying the Company’s Reg 1-A.

Results of Operations

The three months ended July 31, 2022 compared to the three months ended July 31, 2021

Revenue
We had no revenue for the three months ended July 31, 2022 and 2021.

General and administrative expenses

We had $11,334 of general and administrative expenses (“G&A”) for the three months ended July 31, 2022, compared to $5,463 for the three months ended July 31, 2021, an increase of $5,871 or 107.5%. The increase is due to an increase in EDGAR fees of other office expense.

Officer Compensation

We incurred $15,000 and $0 of officer compensation for the three months ended July 31, 2022 and 2021, respectively. The Company is compensating Robert Bohorad, CEO, $5,000 per month. In the prior periods this was classified as related party consulting.

Professional fees

We incurred $16,915 of professional fees for the three months ended July 31, 2022, compared to $48,985 for the three months ended July 31, 2021, a decrease of $32,070 or 65.5%. Professional fees generally consist of audit, legal, accounting and investor relation service fees. The decrease is primarily due to a $29,281 decrease in audit fees and a $10,863 decrease of investor relation expense.

Other income (expense)

For the three months ended July 31, 2022, we had total other expense of $23,105, compared to total other income of $67,422 for the three months ended July 31, 2021. In the current period we incurred $23,105 of interest expense, which includes $3,431 of debt discount amortization. In the prior period we recognized a gain on conversion of debt of $83,300 and interest expense of $15,878.

Net loss

We incurred a net loss of $66,354 for the three months ended July 31, 2022, compared to net income of $12,794 for the three months ended July 31, 2021. In the prior period we had net income as a result of the gain on forgiveness of debt of $83,300.

The nine months ended July 31, 2022 compared to the nine months ended July 31, 2021

Revenue
We had $0 in revenue for the nine months ended July 31, 2022, compared to $3,568 for the nine months ended July 31, 2021. The decrease in revenue is due to a loss in retail food service customers.

Cost of Goods Sold

We incurred $0 in costs of goods sold for the nine months ended July 31, 2022, compared to $53,051 for the nine months ended July 31, 2021. In the prior period we had large a write down of our inventory due to expired or goods sold below cost.

General and administrative expenses

We had $79,820 of G&A for the nine months ended July 31, 2022, compared to $45,696 for the nine months ended July 31, 2021, an increase of $34,124 or 74.7%. The increase is primarily due to $33,600 of consulting expense during the current period that we did not incur in the prior period.

Consulting – related party

We had $0 of related party consulting expenses for the nine months ended July 31, 2022, compared to $85,000 for the nine months ended July 31, 2021. In the prior period we made a payment of $40,000 to Everett Dickson, our former CEO and $45,000 to Robert Bohorad, YICA’s former Chief Operating Officer and our current CEO.

Officer compensation

We had $48,000 of officer compensation for the nine months ended July 31, 2022, compared to $0 for the nine months ended July 31, 2021. In the current period we began to compensate Mr. Bohorad, CEO, $5,000 per month.

Professional fees

We incurred $92,060 of professional fees for the nine months ended July 31, 2022, compared to $122,935 for the nine months ended July 31, 2021, a decrease of $30,875 or 25.1%. Professional fees generally consist of audit, legal, accounting and investor relation service fees. The decrease is due to a decrease in investor relation expense of $45,133, which was offset by small increases in all other professional fees.

Other income (expense)

For the nine months ended July 31, 2022, we had total other expense of $66,936, compared to total other income of $40,298 for the nine months ended July 31, 2021. In the current period we incurred $67,110 of interest expense, which includes $5,718 of debt discount amortization, and $174 of interest income. In the prior period we recognized a gain on the sale of an asset of $1,000, a loss on conversion of debt of $26,000, a gain on forgiveness of debt of $116,836 and interest expense of $51,910.

Net loss

We incurred a net loss of $286,816 for the nine months ended July 31, 2022, compared to a net loss of $262,816 for the nine months ended July 31, 2021.

Liquidity and Capital Resources

Cash flow from operations

Cash used in operating activities for the nine months ended July 31, 2022, was $237,249 compared to $291,369 of cash used in operating activities for the nine months ended July 31, 2021.

Cash Flows from Investing

We used $80,000 for investing activities for the nine months ended July 31, 2022, which was paid to Revolution Desserts (Note 5). We received $1,000 in the prior period from the sale of a piece of equipment.

Cash Flows from Financing

For the nine months ended July 31, 2022, $13,247 was used by financing activities. We received $187,520 from proceeds from the sale of common stock and $73,500 for the issuance of a convertible promissory note. We repaid $128,738 on our notes payable and $106,201 towards our LOC. For the nine months ended July 31, 2021, we netted $284,627 from financing activities. We received $198,600 from the sale of preferred stock and $114,582 from other notes payable. We repaid $54,500 of notes payable.

Going Concern

As of July 31, 2022, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our operations.

We have suffered recurring losses from operations and have not yet generated any revenue. As a result of these and other factors, our independent auditor has expressed substantial doubt about our ability to continue as a going concern. Our future success and viability, therefore, are dependent upon our ability to generate capital financing. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon us and our shareholders.

Management’s plans with regard to these matters encompass the following actions: (i) obtaining funding from new investors to alleviate our working capital deficiency, and (ii) implementing our plan of operation to generate sales. Our continued existence is dependent upon our ability to resolve our liquidity problems and increase profitability in our business operations. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. Our financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.

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 that are material to investors.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Note 2 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

We are subject to various loss contingencies arising in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired, or a liability has been incurred and the amount of the loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted.

We recognize deferred tax assets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled. Future tax benefits have been fully offset by a 100% valuation allowance as management is unable to determine that it is more likely than not that this deferred tax asset will be realized.

Recent Accounting Pronouncements

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Each of our principal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a - 15(e) and 15d - 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on their evaluation, each such person concluded that our disclosure controls and procedures were not effective as of July 31, 2022.

The following aspects of the Company were noted as potential material weaknesses:

	·	Due to our size and limited resources, we currently do not employ the appropriate accounting personnel to ensure (a) we maintain proper segregation of duties, (b) that all transactions are entered timely and accurately, and (c) we properly account for complex or unusual transactions;
	·	Due to our size and scope of operations, we currently do not have an independent audit committee in place;
	·	Due to our size and limited resources, we have not properly documented a complete assessment of the effectiveness of the design and operation of our internal control over financial reporting.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

Changes in Internal Control over Financial Reporting.

Our management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter. Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the relevant period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(a) Documents furnished as exhibits hereto:

Exhibit No.		Description

31.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements 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.