*Share and per share amounts have been retroactively
adjusted to reflect the increased number of shares resulting from a 15:1 stock split.
*Share and per share amounts have been retroactively adjusted to reflect
the increased number of shares resulting from a 15:1 stock split.
*Share and per share amounts have been retroactively
adjusted to reflect the increased number of shares resulting from a 15:1 stock split.
NOTES TO AUDITED FINANCIAL STATEMENTS
October 31, 2016
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Yuengling’s Ice cream Corporation (f/k/a
Aureus Incorporated) (the “Company”) was incorporated in the State of Nevada on April 19, 2013. The Company was organized
to develop and explore mineral properties in the State of Nevada. On October 1, 2014, the Company entered into a Purchase Agreement with
Gold Exploration Management Services, Inc. (“Gold Exploration”) pursuant to which the Company purchased 100% of Gold’s
Exploration’s interest in one claim block of 11 claims or 220 acres, in Elko County, Nevada (the “Gold Creek Property”)
for $15,000. The claims were registered in the name of Gold Exploration. On August 31, 2015, Gold Exploration’s title to the mining
claims on the Gold Creek Property expired but has been re-staked by the Company. In September 2015, the Bureau of Land Management (“BLM”)
imposed a prohibition on mining activities on 10 million acres of public and National Forest System Lands, including the Gold Creek Property,
in order to protect the greater sage-grouse and its habitat from adverse effects of locatable mineral exploration and mining activities,
subject to valid existing rights (the “Land Freeze”). Due to the Land Freeze, the Company has not been able to have the title
to the Gold Creek Property transferred into the Company’s name or to conduct any activities on the Gold Creek Property.
On July 21, 2016, the Company entered into that
certain Purchase Agreement (the “MMLH Purchase Agreement”) with Montana Mine Land Holdings LLC, a Montana limited liability
company wholly-owned by Tracy Fortner (“MMLH”) pursuant to which the Company acquired a 100% undivided interest on MMLH’s
patented mining’s claims and the property located in Broadwater County, Montana (the “Mining Interests”) in consideration
for $112,000 payable in 45,000,000 shares of common stock valued at $0.00248889 per share for a total of $112,000 (the “Property
Shares”). The Company had not issued the Property Shares due to the fact there was not a sufficient amount of authorized common
stock available at the time. This agreement was cancelled on November 7, 2017. There were no actions taken pursuant to the terms of the
agreement and the stock was never issued. The transaction as originally accounted for had no impact to the statement of operations and
zero net impact to the balance sheet; as such the transaction has been reversed and is not reflected in these financial statements.
Pursuant that certain Cancelation of Acquisition
and Stock Purchase Agreement, dated November 7, 2017, by and among the Company, MMLH, Tracy Fortner (the “Seller”), and Hohme
Holdings International Inc. (the “Buyer”), the Company return the Mining Interests to MMLH, MMLH relinquished its claim to
the undelivered Property Shares owed MMLH under the MMLH Purchase Agreement and the Buyer purchased 90,000,000 shares of common stock
of the Company from the Seller for $0.0001111 per share, for a total of $10,000. Sadiq Shaikh has voting and dispositive control over
the Buyer. Simultaneously with the consummation of the Stock Purchase Agreement, Tracy Fortner resigned as the President and Chief Executive
Officer and as a Board member of the Company, Sadiq Shaikh was appointed as the President, Chief Executive Officer and as a member of
the Board of Directors of the Company and Deborah Engles was appointed as the Secretary and Treasurer of the Company.
On December 21, 2018, pursuant to a Stock Purchase
Agreement, dated December 20, 2018, by and among the Company Everett M. Dickson (the “Buyer”) and Hohme Holdings International,
Inc. (the “Seller”), the Buyer purchased 90,000,000 shares of common stock of the Company from the Seller for a total of $15,000.
Sadiq Shaikh has voting and dispositive control over the Seller. Simultaneously with the consummation of the Stock Purchase Agreement
on December 21, 2018, Sadiq Shaikh resigned as the President and Chief Executive Officer and from the Board of Directors of the Company;
Deborah Engles resigned as the Secretary and Treasurer of the Company; and Everett M. Dickson was appointed as the President, Chief Executive
Officer, Treasurer, Secretary and as a director to the Board of directors of the Company.
The Company is positioned as a food brand development
company focused on acquiring and growing well established food brands.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company’s financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
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.
Cash Equivalents
The Company considers all highly liquid investments
with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the years ended October
31, 2016 or 2015.
Property and Equipment
Property and equipment are stated at cost less
accumulated depreciation and amortization. Depreciation of property and equipment is calculated using the straight-line method over the
estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are amortized over the lesser of the
remaining term of the lease or the estimated useful life of the asset. Expenditures for repairs and maintenance are expensed as incurred.
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.
Income Taxes
Income taxes are provided for the tax effects
of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily
to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these
differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss
carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred
tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because
the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond
the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance
for deferred taxes could change in the near term.
Tax benefits are recognized only for tax positions
that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount
of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits”
is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards.
As of October 31, 2016, and 2015, no liability for unrecognized tax benefits was required to be reported.
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 October 31, 2016
and 2015, there were no potentially dilutive shares.
Fair Value Measurements
Fair value is defined as the exchange price that
would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset
or liability in an orderly transaction between market participants on the measurement date. ASC Topic No. 820 establishes a fair value
hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as described below:
Level 1: Level 1 inputs are unadjusted quoted
prices in active markets for identical assets or liabilities.
Level 2: Level 2 inputs are inputs other than
quoted prices included in Level 1 that are observable, either directly or indirectly.
Level 2 inputs include quoted prices for similar
assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest
rates.
Level 3: Level 3 inputs are unobservable inputs.
The following required disclosure of the estimated
fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methodologies.
However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the use of different
market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
The methods and assumptions used to estimate the
fair values of each class of financial instruments are as follows: Cash and Cash Equivalents, Accounts Receivable, and Accounts Payable.
The items are generally short-term in nature, and accordingly, the carrying amounts reported on the consolidated balance sheets are reasonable
approximations of their fair values.
Recent Accounting Pronouncements
The Company has reviewed all recently
issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial
position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on
its condensed financial statements.
In June 2014, the FASB issued ASU 2014-12,
“Compensation - Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance
Target Could be Achieved after the Requisite Service Period.” This ASU provides more explicit guidance for treating share-based
payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service
period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15,
2015. The Company has determined that the adoption of this guidance does not a material impact on the financial statements.
In August 2014, the FASB issued ASU
2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40),” which requires management to evaluate
whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting
period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual
and interim periods beginning after December 15, 2015. Early adoption is permitted. The Company adopted this new standard for the fiscal
year ending October 31, 2016.
In April 2015, the FASB issued ASU 2015-3,
“Interest - Imputation of Interest (Subtopic 835-30),” related to the presentation of debt issuance costs. This standard will
require debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the
debt liability rather than as an asset. These costs will continue to be amortized to interest expense using the effective interest method.
This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015,
and retrospective adoption is required. We will adopt this pronouncement for our year beginning November 1, 2016. The Company has determined
that the adoption of this guidance does not a material impact on the financial statements.
NOTE 3 – GOING CONCERN
The Company has sustained operating
losses since inception. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows
from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required.
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about
the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on
the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be
unable to continue as a going concern. For the year ending October 31, 2016 the Company incurred a net loss of $161,149. The accumulated
deficit to October 31, 2016 is $338,823.
Management is also seeking to raise
additional working capital through various financing sources, including the sale of the Company’s equity securities, which may not
be available on commercially reasonable terms, if at all.
If such financing is not available on
satisfactory terms, we may be unable to continue our business as desired and operating results will be adversely affected. In addition,
any financing arrangement may have potentially adverse effects on us or our stockholders. Debt financing (if available and undertaken)
will increase expenses, must be repaid regardless of operating results and may involve restrictions limiting our operating flexibility.
If we issue equity securities to raise additional funds, the percentage ownership of our existing stockholders will be reduced and the
new equity securities may have rights, preferences or privileges senior to those of the holders of our common stock.
NOTE 4 – LOAN FROM RELATED PARTY
During the period from April 19, 2013
to October 31, 2015, the Company received advances totaling $24,656 from Dong Gu Kang and Min Jung Kang, the Company’s former executive
officers and directors (the “Selling Stockholders”). The advance was unsecured, non-interest bearing and due upon demand giving
30 days written notice to the borrower. In connection with the Stock Purchase Agreement, dated September 30, 2015, among the Company,
the Selling Stockholders and Maverick, LLC, a Nevis limited liability company (“Maverick”), pursuant to which Maverick purchased
90,000,000 shares of common stock of the Company from the Selling Stockholders, Maverick assumed $24,656 in outstanding debt owed the
Selling Stockholders by the Company; constituting 100% of the debt owed the Selling Stockholders of the Company, pursuant to a Debt Assumption
Agreement, dated September 30, 2015, between the Company, the Selling Stockholders and Maverick. Maverick beneficially owned 71.7% of
the common stock of the Company. As of October 31,2016 and October 31, 2015, the balance due related parties is $24,706 and $24,656, respectively.
NOTE 5 –RELATED PARTY TRANSACTIONS
During the year ended October 31, 2016 the Company
paid $10,000 to their president and CEO for consulting services.
This payment is deemed a related party transaction.
NOTE 6 – NOTES PAYABLE
On September 9, 2015, the Company issued
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. The Company may prepay any or the entire outstanding principal of the promissory note at any
time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically
becomes due upon an event of default, including breach, default, bankruptcy and sale with a default rate of 10%. As of October 31, 2016,
and October 31, 2015 accrued interest amounted to $1,145 and $175, respectively. This note is currently past due.
On November 6, 2015, the Company issued
Craigstone Ltd. 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. The Company may prepay any or the entire outstanding principal of the promissory note at any
time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically
becomes due upon an event of default, including breach, default, bankruptcy and sale with a default rate of 10%. As of October 31, 2016,
accrued interest amounted to $986. This note is currently past due.
On March 22, 2016, the Company issued
Craigstone Ltd. 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. The Company may prepay any or the entire outstanding principal of the promissory note at any
time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically
becomes due upon an event of default, including breach, default, bankruptcy and sale with a default rate of 10%. As of October 31, 2016,
accrued interest amounted to $611. This note is currently past due.
On August 31, 2016, the Company issued
Success Zone Tech Ltd. a promissory note in the principal amount of $100,000, bearing interest at the rate of 8% per annum and maturing
on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note
at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically
becomes due upon an event of default, including breach, default, bankruptcy and sale. As of October 31, 2016, accrued interest amounted
to $1,381. This note is currently past due.
NOTE 7 – IMPAIRMENT OF MINERAL PROPERTY
In September 2015, the Bureau of Land Management (“BLM”)
imposed a prohibition on mining activities on 10 million acres of public and National Forest System Lands, including the Gold Creek Property,
in order to protect the greater sage-grouse and its habitat from adverse effects of locatable mineral exploration and mining activities,
subject to valid existing rights (the “Land Freeze”). Due to the Land Freeze, the Company has not been able to have the title
to the Gold Creek Property transferred into the Company’s name or to conduct any activities on the Gold Creek Property and has been
impaired in the amount of $15,000 for the year ended October 31, 2015.
NOTE 8 - INCOME TAX
Deferred taxes are provided on a liability method
whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred
tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts
of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company is using the U.S. federal income tax
rate of 21% and 5% estimated state tax.
The provision for Federal income tax consists of the following October
31:
| |
2016 | | |
2015 | |
Federal income tax benefit attributable to: | |
| | | |
| | |
Book income | |
$ | (33,849 | ) | |
$ | (15,980 | ) |
Other nondeductible expenses | |
| – | | |
| – | |
Less: valuation allowance | |
| 33,849 | | |
| 15,980 | |
Net provision for Federal income taxes | |
$ | – | | |
$ | – | |
The cumulative tax effect at the expected rate of 21% of significant
items comprising our net deferred tax amount is as follows:
| |
2016 | | |
2015 | |
Deferred tax asset attributable to: | |
| | | |
| | |
Net operating loss carryover | |
$ | (242,673 | ) | |
$ | (81,524 | ) |
Less: valuation allowance | |
| 242,673 | | |
| 81,524 | |
Net deferred tax asset | |
$ | – | | |
$ | – | |
At October 31, 2016, the Company had net operating
loss carry forwards of approximately $161,149 that maybe offset against future taxable income. No tax benefit has been reported
in the October 31, 2016 or 2015 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
On December 22, 2017, the U.S. government enacted
comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new
tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21% effective January
1, 2018.
Due to the change in ownership provisions of the
Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should
a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
ASC Topic 740 provides guidance on the accounting
for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether
it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If
the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial
statements.
The Company includes interest and penalties arising
from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of October 31, 2016 and 2015,
the Company had no accrued interest or penalties related to uncertain tax positions. The Company files income tax returns in the U.S.
federal jurisdiction, Nevada.
NOTE 9 – COMMON STOCK
During the year ended October 31, 2015
the Company was in receipt of subscription proceeds in the amount of $30,300. Subsequently the common shares were issued to the subscribers.
On November 17, 2015 the Company, authorized a fifteen-for-one (15:1) forward stock split of the Company’s common stock, par value
$0.001 per share without changing the authorized number or par value of the Common Stock and with fractional shares resulting from the
Forward Split being rounded up to the nearest whole number. The Forward Split became effective on November 25, 2015. As a result of the
Forward Split, the number of the Company’s issued and outstanding shares of Common Stock were increased from 8,430,000 to 126,450,000.
As a result of the forward split of
the Company’s common stock, created a negative amount in the Additional Paid in Capital.
While there are no specific accounting guidelines
to treat the negative Additional Paid in Capital (APIC), the Company has determined to account for the negative amount in the Company’s
Retained Earnings as opposed to a Discount on Common Stock. The rationale behind this this adjustment is that Additional Paid in Capital
(APIC) is a capital account and cannot reflect a negative balance. Therefore, the negative balance created by stock split should be charged
to Retained Earnings.
NOTE 10– SUBSEQUENT EVENTS
2017 Subsequent Events
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 and maturing on the
first anniversary of the date of issuance.
On March 7, 2017 the Company filed at
Form 15-12g for certification and notice of termination of registration under section 12(g) of the Securities Exchange Act of 1934 or
suspension of duty to file reports under sections 13 and 15(d) of the securities exchange act of 1934.
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 and maturing on the first anniversary
of the date of issuance.
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 and maturing on the first
anniversary of the date of issuance.
On May 19, 2017, the Company issued Travel Data
Solutions a promissory note in the principal amount of $25,000, bearing interest at the rate of 8% per annum and maturing on the first
anniversary of the date of issuance.
On July 28, 2017, the Company issued Backenald
Trading Ltd. a promissory note in the principal amount of $20,000, bearing interest at the rate of 8% per annum and maturing on the first
anniversary of the date of issuance.
On November 7, 2017, the Company entered into
a certain Cancelation of Acquisition and Stock Purchase Agreement with Montana Mine Land Holdings LLC, ("MMLH"), Tracy Fortner
(the Seller), Hohme Holdings International Inc. "(Buyer"), the Company returned the Mining Interests to MMLH, MMLH relinquished
its claim to the undelivered Property Shares owed MMLH under the MMLH Purchase Agreement and the Buyer purchased 90,000,000 shares of
common stock of the Company from the Seller for $0.0001111 per share, for a total of $10,000.
Tracy Fortner resigned as the President and Chief
Executive Officer and as a Board member of the Company, Sadiq Shaikh was appointed as the President, Chief Executive Officer and as a
member of the Board of Directors of the Company and Deborah Engles was appointed as the Secretary and Treasurer of the Company.
On December 5, 2017, the Company filed
a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada in order to effectuate a 1-for-8 reverse
stock split of its outstanding common stock However, on January 12, 2018, the Financial Industry Regulatory Authority (“FINRA”)
informed the Company that the Company’s corporate action submission notice with FINRA concerning the reverse split was deemed to
be deficient under FINRA Rule 6490(d)(3)(2) due to the fact that the Company had failed to file its quarterly report on Form 10-Q for
the fiscal quarter ended July 31, 2016 and annual report on Form 10-K for the fiscal year ended October 31, 2016 prior to deregistering
the Company’s common stock under Section 12(g) of the Securities Exchange Act of 1934, , by filing a Form 15 with the SEC on March
7, 2017. As a result, the reverse split was abandoned by the Company.
On December 6, 2017, the Company amended its Articles of Incorporation to authorize the issuance of 10 million (10,000,000) shares of
"blank check" preferred stock, par value $0.001 per share.
2018 Subsequent Events
On August 13, 2018, the company issued Travel
Data Solutions a promissory note in the principal amount of $25,000, bearing interest at the rate of 8% per annum and maturing on the
first anniversary of the date of issuance.
On December 21, 2018, pursuant to a Stock Purchase
Agreement, dated December 20, 2018, by and among the Company Everett M. Dickson (the “Buyer”) and Hohme Holdings International,
Inc. (the “Seller”), the Buyer purchased 90,000,000 shares of common stock of the Company from the Seller for a total of $15,000.
Simultaneously with the consummation of the Stock Purchase Agreement, Sadiq Shaikh resigned as the President and Chief Executive Officer
and from the Board of Directors of the Company; Deborah Engles resigned as the Secretary and Treasurer of the Company; and Everett M.
Dickson was appointed as the President, Chief Executive Officer, Treasurer, Secretary and as a director to the Board of directors of the
Company. Mr. Dickson subsequently exchanged his Common Stock for 5,000,000 shares of the Company's Series A Convertible Preferred Stock.
2019 Subsequent Events
On February 11, 2019, the Company amended
its Articles of Incorporation to increase its authorized capital stock to be 510 million (510,000,000) shares, consisting of 500 million
(500,000,000) shares of common stock, par value $0.001 per share, and 10 million (10,000,000) shares of “blank check” preferred
stock, par value $0.001 per share.
On May 30, 2019, The Company issued a Public offering
of the securities of the Company. The offering is for 38,000,000 shares of common stock, par value $0.001 ("Common Stock"),
at an offering price of $0.015 per shares (the "Offered Shares").
On June 18, 2019, the company entered into a Secured
Creditor Asset Sale and Purchase Agreement with Mid Penn Bank (“Creditor”) and Yuengling’s Ice Cream (“Debtor”).
The Company agreed to purchase certain assets of Yuengling’s Ice Cream and to assume certain liabilities of Debtor. The Company,
assumed the tangible and intangible assets that relates to and are directly derived from the assets purchased pursuant to the Secured
Creditor Asset Sale and Purchase Agreement including, but not limited to the following: (i) Accounts, Chattel Paper (including Tangible
Chattel Paper and Electronic Chattel Paper), Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Goods, Instruments,
Inventory, Investment Property, Letter of Credit Rights, Payment Intangibles, supporting obligations, books and records, all rents, issues
and profits of the business of selling ice cream and any other business Debtor is involved in: and (ii) all other tangible and intangible
personal property, whether now owned or hereafter acquired, including policies of insurance thereon and all insurance proceeds and unearned
premium in connection therewith, together withal all accessions, additional to replacements for and substitutions of Collateral and all
cash and non-cash proceeds and products thereof. In addition, a 2015 Chevrolet Truck, it is intended that the Collateral shall include
all assets of the Debtor including all operating contracts. Collateral shall also include a certain account held at Mid Penn Bank including
all interest and earnings thereon. The Company will assume the debt in the total amount of $1,889,012.
YIC Acquisition a wholly owned subsidiary of the
Company has assumed three loans. The first loan was an SBA loan with a balance of $1,056,807 and annual interest of 7.5%. The loan has
monthly payments and matures March 13, 2026. The second loan is a line of credit with a balance of $814,297 and an annual interest rate
of 6.5%. Payment on this line of credit are monthly. The third loan is for a truck with a balance of $17,908 and annual interest of 4.95%.
This loan has monthly payments and matures May 6, 2020.
On July 17, 2019, The Company issued an amendment
to the Public offering of the securities of the Company that was previously issued on May 30, 2019. The amended offering is for 228,000,000
shares of common stock, par value $0.001 ("Common Stock"), at an offering price of $0.0025 per shares (the "Offered Shares").
During the year ended October 31, 2019, the Company
sold 102,100,000 shares of common stock for total cash proceeds of $320,800.
During the year ended October 31, 2019, the Company
granted 11,000,000 shares of common stock for services for total noncash expense of $41,800.
During the year ended October 31, 2019, the Company
issued 88,200,000 shares of common stock for conversion of $44,100 of debt.
During the year ended October 31, 2019, the Company cancelled 23,000,000
shares of common stock that had been previously issued to Device Corp.
Subsequent
to October 31, 2019, the Company sold 13,888,889 shares of common stock for cash proceeds of $50,000.
Subsequent
to October 31, 2019, the Company issued 39,166,666 shares of common stock for conversion of $32,500 of debt.
2020 Subsequent Events
On January 24, 2020, the Company issued a promissory
note to a third party in the principal amount of $15,000, bearing interest at the rate of 10% per annum and maturing on April 30, 2020.
On March 18, 2020, the Company amended its Articles of Incorporation
to increase its authorized capital stock to be one billion (1,000,000,000) shares of common stock, par value $0.001 per share.
On March 20, 2020, the Company issued 100,000,000
shares of common stock to its subsidiary, Yuengling's Ice Cream Corp. The shares were valued at $0.0009, the closing stock price on the
date of issuance, for total non-cash expense of $90,000.
On March 24, 2020, the Company issued a promissory
note to a third party in the principal amount of $20,000, bearing interest at the rate of 10% per annum and maturing on May 30, 2020.
During the six months ended April 30, 2020, the
Company issued 147,375,000 shares of common stock for conversion of $40,800 and $6,175 or principal and interest, respectively.
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. During the six months ended April 30, 2021, Device Corp converted $7,000 of principal
into 100,000,000 shares of common stock.
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 April 30, 2021 and October 31, 2020 is $807,431 and $891,429, respectively.
The second loan is a line of credit with a balance of $814,297 and an annual interest rate of 4.25%. Payment on this line of credit are
monthly. The balance due on this loan as of April 30, 2021 and October 31, 2020 is $800,000 and $800,000, respectively.
On August 31, 2020, the Company received a Paycheck
Protection Program loan under the CARES Act for $83,300 (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.
During the year ended October 31, 2020,
the Company sold 21,527,777 shares of common stock for cash proceeds of $77,500. 3,472,222 of the shares have not yet been issued by the
transfer agent.
During the year ended October 31, 2020,
the Company issued 477,375,000 shares of common stock for conversion of $100,958 of principal and interest.
2021 Subsequent Events
As of April 30, 2021, the balance on the Company’s
SBA loan is $807,431. During the year ended October 31, 2020, the Mid Penn Bank made several of the Company’s loan payments as part
of the CARES Act. This amount has been recognized as a gain on forgiveness of debt of $68,436.
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.
During the six months ended April 30, 2021, the
Company paid Everett Dickson, CEO, $40,000 for compensation.
During the six months ended April 30, 2021, the
Company paid Robert Bohorad, YICA’s Chief Operating Officer, $45,000 for compensation.
On December 10, 2020, the Company amended its
Articles of Incorporation increased its authorized common stock to 1.5 billion (1,500,000,000) shares.
During the six months ended April 30, 2021,
the Company issued 450,000,000 shares of common stock for conversion of $45,000 of principal and interest.
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 April 30, 2021, there are 5,000,000 shares of Series
A preferred stock owned by the CEO.
As of April 30, 2021 and October 31, 2020, the
Company has preferred stock to be issued in the amount of $457,850 and $269,250, respectively.
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 shares have not yet been issued and are disclosed as preferred stock to be issued.
Subsequent to April 30, 2021,
the Company rescinded its agreement with KGH, returning the $3,000 it had received for the preferred stock.
Subsequent
to October 31, 2021, the Company issued the 110,000,000 shares of common stock that was due as of October 31, 2021.
Subsequent
to October 31, 2021, the Company sold 120,000,000 shares of common stock at $0.0008, for total cash proceeds of $96,000.
2022 Subsequent Events
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 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 an initial term of three months. Per the terms of the agreement the consulting will receive a fee of $10,000 per month and 5% equity
in the Company.
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 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 an initial term of three months. Per the terms of the agreement the consulting will receive a fee of $10,000 per month and 5% equity
in the Company.
In accordance with ASC 855-10, the Company’s management has reviewed
all material events through the date the financials were issued and there are no additional material subsequent events to report other
those reported above