Table of
Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended OCTOBER 31, 2016
or
☐
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
(formerly Aureus, Inc.)
(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 if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes
☐ No
☒
Check whether the issuer is not required to file reports pursuant
to Section 13 or 15(d) of the Exchange Act. Yes ☐ No
☒
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 ☒
State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the
price at which the common equity was last sold, or the average bid
and asked price of such common equity, as of the last business day
of the registrant’s most recently completed second fiscal quarter.
$3,654,524
Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of as of March 11, 2022, there were
1,765,180,555 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
None
TABLE OF
CONTENTS
PART I
FORWARD LOOKING
STATEMENTS
This Annual Report on Form 10-K and certain information
incorporated herein by reference contain forward-looking statements
and information within the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, and Section 21E of the Securities Exchange
Act of 1934. This information includes assumptions made by, and
information currently available to management, including statements
regarding future economic performance and financial condition,
liquidity and capital resources, acceptance of our products by the
market, and management’s plans and objectives. In addition, certain
statements included in this and our future filings with the
Securities and Exchange Commission (“SEC”), in press releases, and
in oral and written statements made by us or with our approval,
which are not statements of historical fact, are forward-looking
statements. Words such as “may,” “could,” “should,” “would,”
“believe,” “expect,” “expectation,” “anticipate,” “estimate,”
“intend,” “seeks,” “plan,” “project,” “continue,” “predict,”
“will,” “should,” and other words or expressions of similar meaning
are intended by us to identify forward-looking statements, although
not all forward-looking statements contain these identifying words.
These forward-looking statements are found at various places
throughout this report and in the documents incorporated herein by
reference. These statements are based on our current expectations
about future events or results and information that is currently
available to us, involve assumptions, risks, and uncertainties, and
speak only as of the date on which such statements are made.
Actual results and outcomes may differ materially from those
expressed or implied in these forward-looking statements. Factors
that may cause such a difference include, but are not limited to,
those discussed in Part I, Item 1A, “Risk Factors,” below. Except
as expressly required by the federal securities laws, we undertake
no obligation to update any such factors, or to publicly announce
the results of, or changes to any of the forward-looking statements
contained herein to reflect future events, developments, changed
circumstances, or for any other reason.
Unless otherwise noted, as used herein, the terms
“Yuengling’s,” “ARSN,” the “Company,”
“we,” “our” and “us” refer to Yuengling’s Ice
cream Corporation (f/k/a Aureus Incorporated), a Nevada
corporation.
ITEM 1. BUSINESS.
Corporate History; Change in Control
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.
Overview
Yuengling’s Ice Cream Corporation, (f/k/a Aureus Incorporated))
(“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 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 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 that have great potential to our customers. Our brands will
be unique in nature as we focus on niche markets that are still in
need of development.
Our Websites
www.aureusnow.com and www.yuenglingsicecream.com
Our Business Objectives
Yuengling’s mission is to provide the highest quality ice cream and
dairy-related products to its consumers, offer an enjoyable work
environment for its employees, establish lasting relationships with
its customers and vendors that are centered on trust, strive to
surpass its customers’ expectations, always act ethically, and give
back to the communities that support it.
Business Overview
Yuengling’s is an American and family-owned company with high brand
recognition & loyalty. Its products are considered in the
super-premium category and are all-natural. Yuengling’s exceeds
Whole Foods Market® Ingredient Quality Standards. Its products are
kosher with no added growth hormones, steroids, or antibiotics.
Yuengling’s is a strong, recognized brand with a long, positive
family history and an experienced management team. We are smaller
and more responsive than larger competitors.
When national brands continue to reduce the quality of their
offerings and downsize their products, Yuengling’s products compare
favorably and provide good “value” to our customers. We offer
innovative new products and flavors.
Operating Strategy
Yuengling’s retail operating strategy is three-phased, centering on
(1) product development, (2) achieving acceptance in a defined core
area, and (3) expanding our operations once specific volume
and metrics are attained. We are currently in the early stages of
phase two.
Marketing and Distribution
Yuengling’s core marketing area is defined as the area from
Scranton, Pennsylvania in the North, central Virginia in the South,
Pittsburgh, Pennsylvania to the West, and the New Jersey shore to
the East. We believe we offer higher than average overall margins
for retailers.
Our goal is to establish critical mass distribution and specific
consumer acceptance levels in the defined core marketing area. We
feel this will be accomplished through brand promotion at the store
level and top-of-mind-focused marketing programs, including
large-scale and small-scale direct consumer product sampling. Once
we have sufficient market penetration in our core marketing area,
we plan to expand and establish the brand outside this area. At the
time of this filing, Yuengling’s Ice Cream is sold in select
markets in eastern Pennsylvania.
The Company plans to begin selling its three-gallon tubs to food
service customers in the spring or early summer of 2022. The
Company also plans to begin selling its ice cream pints to
distributors and retailers in the spring or summer of 2022.
In the future, we anticipate working with several independent ice
cream distributors, rather than a few large distributors, to
distribute our products regionally and nationally. To help
facilitate customer relationships, we may engage food brokers to
act as our agents within designated territories or for specific
accounts and receive commissions, which average 5% of net collected
sales.
Our ice cream is shipped from our manufacturer to third-party cold
storage facilities. In turn, our products are distributed from
these cold storage facilities. We do not own, lease or otherwise
maintain any vehicles involved in the shipping of our products.
Development Strategy
Our development strategy began with market entry in February 2014.
The target was to establish distribution in retail grocery stores
within the core marketing area with six-quart flavors of ice cream
per store. Distribution is warehouse-based.
We believe our products are a slight bargain compared to
super-premium brands such as Ben & Jerry’s and Häagen-Daz and
on par with other brands such as Gifford’s. Our promotional pricing
strategy depends upon the retailer, with brand positioning as a
super-premium offering. We sometimes engage in short-term Everyday
Low Price (“EDLP”) program pricing to undermine the existing
premium and super-premium players.
Production
Yuengling’s Ice Cream is currently produced by Totally Cool, Inc.
(“Totally Cool”) at a high quality, modern, FDA-compliant facility
in Owings Mills, Maryland. Our packaging consists of six quarts to
a case, eight pints to a case, and three-gallon tubs. Totally Cool
is a smaller ice cream production facility that produces ice cream
and other frozen desserts for several local, regional, and national
brands. Totally Cool’s size allows for smaller and more flexible
production runs. We currently do not have a written agreement with
Totally Cool; but rather, we order our products as needed pursuant
to purchase orders. We do not anticipate that we would encounter
any material difficulty in obtaining alternative production
sources, at a comparable cost, if our co-packer decides to
terminate their relationships with us. Nevertheless, any disruption
in supply could have a material adverse effect on our company.
Product Specifications
Our packaging consists of six quarts to a case and eight pints to a
case. We offer super-premium butterfat (14%) basis with
super-premium flavorings and super-premium ingredients. Our
products have high solids, and mid-range weight (50% overrun/air)
for a super-premium mouth feel.
Product History
In February 2014, Yuengling’s brand was launched in quart
containers in 10 flavors. Quarts were the best way to gain access
to shelf space without displacing an existing 48oz or 16oz
products. In October 2014, we launched two seasonal flavors, and we
added four new flavors in February 2015. In July 2015, we
launched six-pint flavors in 800 Ahold stores and began 3-gallon
tub food service sales. In May 2016, we were granted a
trademark for “Black & Tan” for the ice cream category, and in
September 2016, we were granted a trademark for “Butterbeer” for
the ice cream category.
At the national level, our primary retail competitors are Ben &
Jerry’s and Häagen-Dazs. At the regional level, our direct retail
competitors are Giffords (Maine), Graeter’s (Ohio), and Turkey Hill
(Pennsylvania).
Primary Advantages
We believe we have a higher quality than most national brands,
comparable to Ben & Jerry’s and Häagen-Dazs. We have new and
different flavors. We also believe we have better value to
consumers in cost per ounce, strong brand loyalty, and close
relationships with retailers.
American Sourced
| |
· |
Yuengling’s Ice Cream uses a high
super-premium butterfat (14%) base-paired with America’s finest
artisan flavorings and inclusions (12%); |
| |
· |
Yuengling’s Ice Cream contains no
added growth hormones, steroids, or antibiotics. Yuengling’s Ice
Cream is rBST / rBGH free, kosher, and 11 of our 13 flavors are
gluten-free |
American Made
Yuengling’s Ice Cream is currently produced by Totally Cool at a
high quality, modern, FDA-compliant facility in Maryland.
Yuengling’s recipe contains high solids and mid-range weight (50%
overrun / air) for a gourmet mouth feel. We believe Yuengling’s Ice
Cream is a Pennsylvania preferred brand and exceeds the Whole Foods
Market® Ingredient Quality Standards.
American Served
Yuengling’s Ice Cream is offered at select universities,
restaurants, professional stadiums, local grocers, and upscale
convenience stores. We offer packaging for a range of consumers,
including three-gallon tubs (food service), six quarts per case
(food service + Retail + Online), and 8-Pints per case
(Universities, Stadiums + Retail + Online).
Employees
We currently have three full-time employees, including officers and
directors. We believe that we have been successful in attracting
experienced and capable personnel. Mr. Dickson’s employment
agreement prohibits him from competing with us or disclosing our
proprietary information to non-authorized third parties. Our
employees are not represented by any labor union.
ITEM 1A. RISK
FACTORS.
We are a smaller reporting company as defined by Rule 12b-2 of the
Securities Exchange Act of 1934 and, as such, are not required to
provide the information under this Item.
ITEM 1B. UNRESOLVED STAFF
COMMENTS.
Not applicable
ITEM 2. PROPERTIES
We do not own or lease any property. We currently have an agreement
for a virtual office. Our business mailing address is One Glenlake
Parkway #650, Atlanta, GA 30328. Our primary phone number is (404)
805-6044
ITEM 3. LEGAL
PROCEEDINGS
None
ITEM 4. MINE SAFETY
DISCLOSURES
None.
PART II
ITEM 5. MARKET FOR
REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.
Our Registration Statement on Form S-1 was declared effective by
the SEC on March 15, 2015. Our common stock is quoted on the OTC
Pinks under the symbol ARSNE due to the delayed filing of this Form
10-K. Prior to that, our common stock was quoted on the OTC
Market’s OTCQB tier.
The following table sets forth, for the periods indicated, the
reported high and low closing bid quotations for our Common Stock
as reported by the OTC Markets’ for the past two fiscal years. The
bid prices reflect inter-dealer quotations, do not include retail
markups, markdowns or commissions and do not necessarily reflect
actual transactions. Historically, there has been little to no
activity of our common stock. On November 25, 2015, 250 shares
traded at $1.00 per share and on December 25, 2015, 100 shares
traded at $0.06 per share.
| |
|
High |
|
|
Low |
|
| |
|
|
|
|
|
|
|
|
| 2016 Fiscal
Year |
|
|
|
|
|
|
|
|
| 1st Quarter
ended January 31, 2016 |
|
$ |
0.06 |
|
|
$ |
0.0057 |
|
| 2nd Quarter ended April 30,
2016 |
|
$ |
0.06 |
|
|
$ |
0.06- |
|
| 3rd Quarter ended July 31,
2016 |
|
$ |
0.85 |
|
|
$ |
0.06- |
|
| 4th Quarter ended October 31,
2016 |
|
$ |
2.48 |
|
|
$ |
0.009 |
|
| |
|
|
|
|
|
|
|
|
| 2015 Fiscal
Year |
|
|
|
|
|
|
|
|
| 1st Quarter ended January 31,
2015 |
|
$ |
N/A |
|
|
$ |
N/A |
|
| 2nd Quarter ended April 30,
2015 |
|
$ |
N/A |
|
|
$ |
N/A |
|
| 3rd Quarter ended July 31,
2015 |
|
$ |
N/A |
|
|
$ |
N/A |
|
| 4th Quarter ended October 31,
2015 |
|
$ |
N/A |
|
|
$ |
N/A |
|
The Securities and Exchange Commission (the “SEC”) has adopted
rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity
securities with a price of less than $5.00, other than securities
registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume
information with respect to transactions in such securities is
provided by the exchange or quotation system. The penny stock rules
require a broker-dealer, prior to a transaction in a penny stock,
to deliver a standardized risk disclosure document prepared by the
SEC, that: (a) contains a description of the nature and level of
risk in the market for penny stocks in both public offerings and
secondary trading; (b) contains a description of the broker’s or
dealer’s duties to the customer and of the rights and remedies
available to the customer with respect to a violation to such
duties or other requirements of securities’ laws; (c) contains a
brief, clear, narrative description of a dealer market, including
bid and ask prices for penny stocks and the significance of the
spread between the bid and ask price; (d) contains a toll-free
telephone number for inquiries on disciplinary actions; (e) defines
significant terms in the disclosure document or in the conduct of
trading in penny stocks; and (f) contains such other information
and is in such form, including language, type, size and format, as
the SEC shall require by rule or regulation. The broker-dealer also
must provide, prior to effecting any transaction in a penny stock,
the customer with: (a) bid and offer quotations for the penny
stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which
such bid and ask prices apply, or other comparable information
relating to the depth and liquidity of the market for such stock;
and (d) monthly account statements showing the market value of each
penny stock held in the customer’s account. In addition, the penny
stock rules require that prior to a transaction in a penny stock
not otherwise exempt from those rules; the broker-dealer must make
a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser’s written
acknowledgment of the receipt of a risk disclosure statement, a
written agreement to transactions involving penny stocks, and a
signed and dated copy of a suitably written statement.
Our common stock is a penny stock. The penny stock disclosure
requirements could have the effect of reducing the trading activity
in the secondary market for our common stock. Therefore, if our
common stock becomes subject to the penny stock rules, stockholders
may have difficulty selling those securities.
Description of Securities
General
Our authorized common stock consists of 2,000,000,000 shares of
common stock at a par value of $0.001 per share.
Our authorized, Series A Preferred stock consists of; 10,000,000
shares authorized, par value $0.001 per share.
Common Stock
As of March 11, 2022, 1,765,180,555, shares of common stock were
issued and outstanding. Holders of our common stock are entitled to
one vote for each share on all matters submitted to a stockholder
vote. Holders of common stock do not have cumulative voting rights.
Therefore, holders of a majority of the shares of common stock
voting for the election of directors can elect all of the
directors. Holders of three percent of shares of common stock
issued and outstanding, represented in person or by proxy, are
necessary to constitute a quorum at any meeting of our
stockholders.
A vote by the holders of a majority of our outstanding shares is
required to effectuate certain fundamental corporate changes such
as liquidation, merger or an amendment to our Articles of
Incorporation.
Holders of common stock are entitled to share in all dividends that
the board of directors, in its discretion, declares from legally
available funds. In the event of liquidation, dissolution or
winding up, each outstanding share entitles its holder to
participate pro rata in all assets that remain after payment of
liabilities and after providing for each class of stock, if any,
having preference over the common stock. Holders of our common
stock have no preemptive rights, no conversion rights and there are
no redemption provisions applicable to our common 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 be 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 October 31, 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.
Dividend Policy
We have never declared or paid any cash dividends on our common
stock. We currently intend to retain future earnings, if any, to
finance the expansion of our business. As a result, we do not
anticipate paying any cash dividends in the foreseeable future.
Share Purchase Warrants
As of March 11, 2022, there were no outstanding warrants to
purchase our securities. We may, however, issue warrants in the
future, to purchase our securities.
Options
As of March 11, 2022, there were no options to purchase our
securities outstanding. We may, however, in the future grant such
options and/or establish an incentive stock option plan for our
directors, employees and consultants.
Convertible Securities
As of October 31, 2016, we have not issued and do not have
outstanding any securities convertible into shares of our common
stock or any rights convertible or exchangeable into shares of our
common stock. We may, however, issue such convertible or
exchangeable securities in the future.
Nevada Anti-Takeover Laws
The provisions of the Nevada Revised Statutes (NRS) sections 78.378
to 78.3793 apply to any acquisition of a controlling interest in a
certain type of Nevada corporation known as an “Issuing
Corporation”, unless the articles of incorporation or bylaws of the
corporation in effect the tenth day following the acquisition of a
controlling interest by an acquiring person provide that the
provisions of those sections do not apply to the corporation, or to
an acquisition of a controlling interest specifically by types of
existing or future stockholders, whether or not identified.
The provisions of NRS 78.378 to NRS 78.3793 do not restrict the
directors of an “Issuing Corporation” from taking action to protect
the interests of the corporation and its stockholders, including,
but not limited to, adopting or signing plans, arrangements or
instruments that deny rights, privileges, power or authority to a
holders of a specified number of shares or percentage of share
ownership or voting power.
An “Issuing Corporation” is a corporation organized in the state of
Nevada and which has 200 or more stockholders of record, with at
least 100 of whom have addresses in the state of Nevada appearing
on the stock ledger of the corporation and does business in the
state of Nevada directly. As we currently have less than 200
stockholders the statute does not currently apply to us.
If we do become an “Issuing Corporation” in the future, and the
statute does apply to us, our directors will have the ability to
adopt any of the above mentioned protection techniques whether or
not he owns a majority of our outstanding common stock, provided he
does so by the specified tenth day after any acquisition of a
controlling interest.
Holders of Our Common Stock
As of March 11, 2022, we had approximately 12 record holders of our
Common Stock.
Stock Transfer Agent
Our transfer agent is Pacific Stock Transfer, 6725 Via Austi
Parkway #300, Las Vegas, NV 89119. Our telephone is (800) 785-7782,
email is info#pacificstocktransfer.com, website
www.pacificstocktransfer.com. The transfer agent is registered
under the Exchange Act and operates under the regulatory authority
of the SEC and FINRA.
Securities Authorized for Issuance under Equity Compensation
Plans
The Company had no equity compensation plans as of the end of the
fiscal year ended October 31, 2016.
Recent Sales of Unregistered Securities
To date, we have raised $53,155 via two private offerings, of
6,0000,000 (90,000,000 post-Forward Split) shares of common stock
subscribed for at $0.001 to our former officers and directors, for
a total cash proceeds of $6,000; 2,430,000 (36,450,000 post-Forward
Split) shares of common stock were subscribed for by 34
non-affiliate shareholders at a price of $0.01 for a total cash
proceeds of $24,300. The Company registered the 2,430,000
(36,450,000 post-Forward Split) shares of common stock on a Form
S-1 declared effective by the SEC on March 10, 2015.
The Company also received loans from our former President in the
amount of $24,656. The loans were unsecured, non-interest bearing
and are due upon demand giving 30 days’ written notice to the
borrower. On September 30, 2015, Maverick assumed this debt
pursuant to a Debt Assumption Agreement.
Subsequent to October 31, 2016
During the year ended October 31, 2021, the Company issued
450,000,000 shares of common stock for conversion of $45,000 of
principal and interest.
During the year ended October 31, 2021, the Company sold
485,000,000 shares of common stock for total cash proceeds of
$540,000. 375,000,000 of those shares were issued by the transfer
agent as of October 31, 2021, whereas 110,000,000 shares were not
issued until November 2021 and are disclosed as $165,000 common
stock to be issued.
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.
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.
None of the above issuances involved any underwriters, underwriting
discounts or commissions, or were exempt from the registration
requirements of the Securities Act of 1933 by virtue of Section
4(a)(2).
ITEM 6. SELECTED FINANCIAL
DATA.
As a “smaller reporting company,” as defined by Item 10 of
Regulation S-K, we are not required to provide the information
required by this item of Form 10-K.
ITEM 7. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
You should read the following discussion together with our
consolidated financial statements and the related notes included
elsewhere in this report. This discussion contains forward-looking
statements, which involve risks and uncertainties. Our actual
results may differ materially from those we currently anticipate as
a result of many factors.
Forward Looking Statements
Some of the information in this section contains forward-looking
statements that involve substantial risks and uncertainties. You
can identify these statements by forward-looking words such as
“may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and
“continue,” or similar words. You should read statements that
contain these words carefully because they:
| ● |
discuss our future expectations; |
| |
|
| ● |
contain projections of our future results of
operations or of our financial condition; and |
| |
|
| ● |
state
other “forward-looking” information. |
We believe it is important to communicate our expectations.
However, there may be events in the future that we are not able to
accurately predict or over which we have no control. Our actual
results and the timing of certain events could differ materially
from those anticipated in these forward-looking statements as a
result of certain factors, including those set forth under “Risk
Factors,” “Business” and elsewhere in this report.
Unless stated otherwise, the words “we,” “us,” “our,” the “Company”
or “Aureus,” “ARSN” in this section collectively refer to
Yuengling’s Ice cream Corporation (f/k/a Aureus Incorporated), a
Nevada corporation.
Plan of Operations
Results of Operations for the Fiscal Year Ended
October 31, 2016 compared to the Fiscal Year Ended
October 31, 2015.
Revenue
We had $0 in revenues for the fiscal year ended October 31,
2016, versus revenues of $0 for the fiscal year ended
October 31, 2015.
Operating Expenses
General & Administrative Expenses
General and administrative expenses include professional fees,
costs associated, press releases, public relations, rent,
sponsorships, and other expenses. We incurred general and
administrative expenses of $138,344 for the fiscal year ended
October 31, 2016, versus $61,094 for the fiscal year ended
October 31, 2015, an increase of $77,250 (126.44%). This
increase was due to having higher consulting fees and higher
professional fees and the purchase of mining equipment in 2016.
Other Income (Expense)
Our other income and expenses include interest expense and
depreciation. We recognized other expenses of $22,805 for the
fiscal year ended October 31, 2016, versus other expenses of
$0 for the fiscal year ended October 31, 2015. The increase of
$22,805 (22,805%) was due to an increase in interest expense.
Net Losses
We incurred a net loss of $161,149 for the fiscal year ended
October 31, 2016, versus $76,094 for the fiscal year ended
October 31, 2015, representing a $85,055 (111.78%) increase.
This increase was due to having higher consulting fees and higher
professional fees and the purchase of mining equipment in 2016.
Liquidity and Capital Resources
Liquidity and Capital Resources for the Fiscal Year Ended
October 31, 2016, Compared to the Fiscal Year Ended
October 31, 2015.
The following table summarizes the sources and uses of cash for the
periods stated. The Company held no cash equivalents for any of the
periods presented.
| |
|
For the Fiscal Year Ended October 31, |
|
| |
|
2016 |
|
|
2015 |
|
| Cash, beginning of
period |
|
$ |
924 |
|
|
$ |
32,725 |
|
| Net cash used in operating
activities |
|
|
(113,757 |
) |
|
|
(53,602 |
) |
| Net cash used in investing
activities |
|
|
(18,857 |
) |
|
|
– |
|
| Net cash provided by financing
activities |
|
|
140,000 |
|
|
|
21,801 |
|
| Cash, end of period |
|
$ |
8,310 |
|
|
$ |
924 |
|
Operating Activities
For the fiscal year ended October 31, 2016, we used $113,757 of
cash in operations, which included our net loss of $161,149 an
increase of accounts payable of $23,289 Cash flows remained
relatively consistent year-over-year but the negative cash flow
from operations is primarily due to the start-up/lower volume
nature of the operations.
In the fiscal year ended October 31, 2015, we used $53,602 of cash
in operations. This was made up primarily from a net loss of
$76,094 and a $15,000 impairment of a mineral property.
Investing Activities
Net cash used in investing activities for the fiscal year ended
October 31, 2016, of ($18,857) resulted from the purchase of
equipment. Net cash used in investing activities for the fiscal
year ended October 31, 2015, of $0 resulted from no
activity.
Financing Activities
Net cash provided by financing activities was $140,000 for the
fiscal year ended October 31, 2016, which consisted of
$140,000 of proceeds from notes payable. Net cash provided by
financing activities was $21,801 for the fiscal year ended
October 31, 2015, which consisted of $20,000 of proceeds from
notes payable, and $1,801from a related party loan.
Future Capital Requirements
Our current available cash and cash equivalents are insufficient to
satisfy our liquidity requirements. Our capital requirements for
the fiscal year ending October 31, 2021, will depend on
numerous factors, including management’s evaluation of the timing
of projects to pursue. Subject to our ability to generate revenues
and cash flow from operations and our ability to raise additional
capital (including through possible joint ventures or
partnerships), we expect to incur substantial expenditures to carry
out our business plan, as well as costs associated with our capital
raising efforts and being a public company.
Our plans to finance our operations include seeking equity and debt
financing, alliances or other partnership agreements, or other
business transactions that would generate sufficient resources to
ensure the continuation of our operations.
The sale of additional equity or debt securities may result in
further dilution to our stockholders. If we raise additional funds
through the issuance of debt securities or preferred stock, these
securities could have rights senior to those of our Common Stock
and could contain covenants that would restrict our operations. Any
such required additional capital may not be available on reasonable
terms, if at all. If we were unable to obtain additional financing,
we may be required to reduce the scope of, delay or eliminate some
or all of our planned activities and limit our operations, which
could have a material adverse effect on our business, financial
condition, and operations results.
Inflation
The amounts presented in our consolidated financial statements do
not provide for the effect of inflation on our operations or
financial position. The net operating losses shown would be greater
than reported if the effects of inflation were reflected either by
charging operations with amounts representing replacement costs or
using other inflation adjustments.
Going Concern
The accompanying audited 2016 financial statements have been
prepared on a going concern basis. For the fiscal year ended
October 31, 2016, we had a net loss of $161,149, had net cash
used in operating activities of ($113,757), an accumulated deficit
of ($338,823) and stockholders’ deficit of ($211,923).
Our ability to continue as a going concern depends on our ability
to obtain the necessary financing to meet our obligations and repay
our liabilities arising from normal business operations when they
come due, fund possible future acquisitions, and generate
profitable operations in the future. Our management plans to
provide for our capital requirements by continuing to issue
additional equity and debt securities. The outcome of these matters
cannot be predicted at this time, and there are no assurances that,
if achieved, we will have sufficient funds to execute our business
plan or generate positive operating results. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
Off-Balance Sheet Arrangements
Our liquidity is not dependent on the use of off-balance sheet
financing arrangements (as that term is defined in Item 303(a) (4)
(ii) of Regulation S-K) and as of October 31, 2016 we had no such
arrangements. There has been no material change in our contractual
obligations other than in the ordinary course of business since the
fiscal year ended October 31, 2016.
ITEM 7A. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a “smaller reporting company,” as defined by Item 10 of
Regulation S-K, we are not required to provide the information
required by this item of Form 10-K.
ITEM 8. FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Yuengling’s Ice Cream
Corporation
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Yuengling’s Ice
Cream Corporation (“the Company”) as of October 31, 2016, and the
related statements of operations, changes in stockholders’ equity,
and cash flows for the year then ended, and the related notes
(collectively referred to as the financial statements). In our
opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of October 31,
2016, and the results of its operations and its cash flows for the
year then ended, in conformity with accounting principles generally
accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 3 to the financial statements, the Company has sustained
operating losses since inception. This factor raises substantial
doubt about the Company’s ability to continue as a going concern.
Management’s plans in regard to this matter are also described in
Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audit. We are a public
accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be
independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial
reporting. As part of our audit, we are required to obtain an
understanding of internal control over financial reporting, but not
for the purpose of expressing an opinion on the effectiveness of
the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audit provides a reasonable basis
for our opinion.
We have served as the Company’s auditor since 2019.
Spokane, Washington
March 11, 2022
Report of Independent Registered Public Accounting
Firm
To the Board of Directors and Stockholders
Aureus Incorporated
We have audited the accompanying balance sheets of Aureus
Incorporated as of October 31, 2015 and the related statements of
operations, changes in stockholders’ equity and cash flows for the
year then ended. These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audits include consideration of
internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of
the Company’s internal control over financial reporting.
Accordingly, we express no such opinion. Our audits include
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our audits also include
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Aureus
Incorporated as of October 31, 2015 and the related statement of
operations, changes in stockholders’ equity and cash flows for the
year then ended in conformity with U.S. generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 3 to the financial statements, the Company has had no revenues
and earnings since inception. These conditions, among others, raise
substantial doubt about the Company’s ability to continue as a
going concern. Management’s plans concerning these matters are also
described in Note 3, which includes achieving profitable operations
and raising additional funds through financing. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/ TAAD, LLP
Walnut, CA
March 15, 2022
YUENGLING’S ICE CREAM CORPORATION (F/K/A AUREUS
INCORPORATED)
BALANCE SHEETS
| |
|
October 31, |
|
|
October 31, |
|
| ASSETS |
|
2016 |
|
|
2015 |
|
| Current assets: |
|
|
|
|
|
|
|
|
| Cash |
|
$ |
8,310 |
|
|
$ |
924 |
|
| Prepaid
Professional fees |
|
|
– |
|
|
|
1,248 |
|
| Total
current assets |
|
|
8,310 |
|
|
|
2,172 |
|
| |
|
|
|
|
|
|
|
|
| Total
assets |
|
$ |
8,310 |
|
|
$ |
2,172 |
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Current liabilities: |
|
|
|
|
|
|
|
|
| Accounts payable
and accrued liabilities |
|
$ |
31,404 |
|
|
$ |
8,115 |
|
| Accounts
payable-related party |
|
|
50 |
|
|
|
– |
|
| Accrued
interest |
|
|
4,123 |
|
|
|
175 |
|
| Loans payable
related party |
|
|
24,656 |
|
|
|
24,656 |
|
| Notes
payable |
|
|
160,000 |
|
|
|
20,000 |
|
| Total
liabilities |
|
|
220,233 |
|
|
|
52,946 |
|
| |
|
|
|
|
|
|
|
|
| Stockholders' deficit: |
|
|
|
|
|
|
|
|
| Common Stock $0.001 par value
2,000,000,000 shares authorized, 126,450,000 shares |
|
|
|
|
|
|
|
|
| issued and outstanding as of October
31, 2016 and 126,450,000 October 31, 2015 |
|
|
126,450 |
|
|
|
126,450 |
|
| Additional Paid in
Capital |
|
|
450 |
|
|
|
450 |
|
|
Accumulated Deficit |
|
|
(338,823 |
) |
|
|
(177,674 |
) |
| Total
stockholders' equity/deficit |
|
|
(211,923 |
) |
|
|
(50,774 |
) |
| |
|
|
|
|
|
|
|
|
| Total
liabilities and stockholders' equity |
|
$ |
8,310 |
|
|
$ |
2,172 |
|
_________________
*Share and per share amounts have been retroactively adjusted to
reflect the increased number of shares resulting from a 15:1 stock
split.
The accompanying notes are an integral part of these financial
statements
YUENGLING’S ICE CREAM CORPORATION (F/K/A AUREUS
INCORPORATED)
STATEMENTS OF OPERATIONS
| |
|
Year Ended October 31, 2016 |
|
|
Year Ended October 31, 2015 |
|
| Operating expenses: |
|
|
|
|
|
|
|
|
|
General and administrative |
|
$ |
138,344 |
|
|
$ |
61,094 |
|
|
Impairment of deposit on mineral property |
|
|
– |
|
|
|
15,000 |
|
| Total operating
expenses |
|
|
138,344 |
|
|
|
76,094 |
|
| |
|
|
|
|
|
|
|
|
| Loss
from operations |
|
|
(138,344 |
) |
|
|
(76,094 |
) |
| |
|
|
|
|
|
|
|
|
| Other income (expenses) |
|
|
|
|
|
|
|
|
| Interest expense,
net |
|
|
(3,948 |
) |
|
|
– |
|
| Loss on
disposal of assets |
|
|
(18,857 |
) |
|
|
– |
|
| Total other income
(expense) |
|
|
(22,805 |
) |
|
|
– |
|
| |
|
|
|
|
|
|
|
|
| Net
loss for the period |
|
$ |
(161,149 |
) |
|
$ |
(76,094 |
) |
| |
|
|
|
|
|
|
|
|
| Net loss per share: |
|
|
|
|
|
|
|
|
| Basic
and diluted |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Weighted average number of shares outstanding: |
|
|
|
|
|
|
|
|
| Basic
and diluted |
|
|
126,450,000 |
|
|
|
126,450,000 |
|
*Share and per share amounts have been retroactively adjusted to
reflect the increased number of shares resulting from a 15:1 stock
split.
The accompanying notes are an integral part of these financial
statements
YUENGLING’S ICE CREAM CORPORATION (F/K/A AUREUS
INCORPORATED)
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
| |
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Number of Shares |
|
|
|
Par Value |
|
|
|
Additional
Paid in Capital |
|
|
|
Subscriptions
Received
|
|
|
|
Accumulated Deficit |
|
|
|
Total Shareholders’ Equity |
|
| BALANCE OCTOBER 31,
2014 |
|
|
– |
|
|
$ |
– |
|
|
$ |
– |
|
|
$ |
30,300 |
|
|
$ |
(5,430 |
) |
|
$ |
24,870 |
|
| Capital
Contribution |
|
|
– |
|
|
|
– |
|
|
|
450 |
|
|
|
– |
|
|
|
– |
|
|
|
450 |
|
| Receipt
of payment for subscriptions |
|
|
126,450,000 |
|
|
|
126,450 |
|
|
|
(450 |
) |
|
|
(30,300 |
) |
|
|
(96,150 |
) |
|
|
– |
|
| Net
Loss |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(76,094 |
) |
|
|
(76,094 |
) |
| BALANCE OCTOBER 31, 2015 |
|
|
126,450,000 |
|
|
$ |
126,450 |
|
|
$ |
450 |
|
|
$ |
– |
|
|
$ |
(177,674 |
) |
|
$ |
(50,774 |
) |
| Net
Loss |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(161,149 |
) |
|
|
(161,149 |
) |
| BALANCE OCTOBER 31, 2016 |
|
|
126,450,000 |
|
|
$ |
126,450 |
|
|
$ |
450 |
|
|
$ |
– |
|
|
$ |
(338,823 |
) |
|
$ |
(211,923 |
) |
________________________
*Share and per share amounts have been retroactively adjusted to
reflect the increased number of shares resulting from a 15:1 stock
split.
The accompanying notes are an integral part of these financial
statements
YUENGLING’S ICE CREAM CORPORATION (F/K/A AUREUS
INCORPORATED)
STATEMENTS OF CASH FLOWS
| |
|
Year Ended October 31, 2016 |
|
|
Year Ended October 31, 2015 |
|
| Cash flow from operating
activities: |
|
|
|
|
|
|
|
|
| Net
loss |
|
$ |
(161,149 |
) |
|
$ |
(76,094 |
) |
| Adjustment to
reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
| Capital
contribution |
|
|
– |
|
|
|
450 |
|
| Accrued
Interest |
|
|
3,948 |
|
|
|
175 |
|
| Impairment of
mineral property |
|
|
– |
|
|
|
15,000 |
|
| Loss on disposal
of assets |
|
|
18,857 |
|
|
|
– |
|
| Changes in operating assets and
liabilities: |
|
|
|
|
|
|
|
|
| Prepaid
expenses |
|
|
1,248 |
|
|
|
(1,248 |
) |
| Accounts
Payable-Related Party |
|
|
50 |
|
|
|
– |
|
|
Accounts Payable |
|
|
23,289 |
|
|
|
8,115 |
|
| Net Cash (Used)
in Operating activities |
|
|
(113,757 |
) |
|
|
(53,602 |
) |
| Cash flows from Investing
Activities |
|
|
|
|
|
|
|
|
| Mining
Equipment |
|
|
(18,857 |
) |
|
|
– |
|
| Net cash used in
Investing activities |
|
|
(18,857 |
) |
|
|
– |
|
| Cash flows from financing
activities: |
|
|
|
|
|
|
|
|
| Proceeds from
notes payable |
|
|
140,000 |
|
|
|
20,000 |
|
| Loan
from Related Party |
|
|
– |
|
|
|
1,801 |
|
| Net cash provided
by financing activities |
|
|
140,000 |
|
|
|
21,801 |
|
| Increase/decrease in cash during the
period |
|
|
7,386 |
|
|
|
(31,801 |
) |
| |
|
|
|
|
|
|
|
|
| Cash, beginning of period |
|
|
924 |
|
|
|
32,725 |
|
| |
|
|
|
|
|
|
|
|
| Cash, end of period |
|
$ |
8,310 |
|
|
$ |
924 |
|
| |
|
|
|
|
|
|
|
|
| Supplemental disclosure of cash flow
information: |
|
|
|
|
|
|
|
|
| Cash paid during
the period |
|
|
|
|
|
|
|
|
| Cash paid for
Interest |
|
$ |
– |
|
|
$ |
– |
|
| Cash
paid for taxes |
|
$ |
– |
|
|
$ |
– |
|
The accompanying notes are an integral part of these financial
statements
YUENGLING’S ICE CREAM CORPORATION (F/K/A AUREUS
INCORPORATED)
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
ITEM 9. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
None.
ITEM 9A. CONTROLS AND
PROCEDURES.
Evaluation of Controls and Procedures.
In accordance with Exchange Act Rules 13a-15 and 15d-15, our
management is required to perform an evaluation under the
supervision and with the participation of the Company’s management,
including the Company’s principal executive and principal financial
officers, or persons performing similar functions, of the
effectiveness of the design and operation of the Company’s
disclosure controls and procedures as of the end of the period.
Based on their evaluation of our disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act) as of October 31, 2016, our Principal Executive Officer and
Principal Financial Officer have concluded that our disclosure
controls and procedures were not effective.
Management’s Report on Internal Control Over Financial
Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. Internal
control over financial reporting is defined in Rule 13a-15(f) or
15d-15(f) promulgated under the Securities Exchange Act of 1934, as
amended, as a process designed by, or under the supervision of, the
Company’s principal executive and principal financial officers, or
persons performing similar functions, and effected by the Company’s
board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally
accepted in the United States of America and includes those
policies and procedures that: pertain to the maintenance of records
that in reasonable detail accurately and fairly reflect the
transactions and dispositions of the assets of the company; provide
reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of
America and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and
directors of the company; and provide reasonable assurance
regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the company’s assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. All internal control
systems, no matter how well designed, have inherent limitations.
Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial
statement preparation and presentation. Because of the inherent
limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by
internal control over financial reporting. However, these inherent
limitations are known features of the financial reporting process.
Therefore, it is possible to design into the process safeguards to
reduce, though not eliminate, this risk.
As of October 31, 2016, management assessed the effectiveness of
our internal control over financial reporting based on the criteria
for effective internal control over financial reporting established
in Internal Control-Integrated Framework of 2013 issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”) and SEC guidance on conducting such assessments. Based on
that evaluation under this framework, our management concluded that
as of October 31, 2016, our internal control over financial
reporting was not effective because of the following material
weaknesses:
| ● |
Due
to our small number of employees and resources, we have limited
segregation of duties, as a result of which there is insufficient
independent review of duties performed. |
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As a
result of the limited number of accounting personnel, we rely on
outside consultants for the preparation of our financial reports,
including financial statements and management discussion and
analysis, which could lead to overlooking items requiring
disclosure. |
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The
Company’s Board of Directors has only one director and does not
have an audit committee or an independent audit committee financial
expert. While not being legally obligated to have an audit
committee or independent audit committee financial expert, it is
the management’s view that to have an audit committee, comprised of
independent board members, and an independent audit committee
financial expert is an important entity-level control over the
Company’s financial statements. |
Management’s Remediation Initiatives
In an effort to remediate the identified material weaknesses and
other deficiencies and enhance our internal controls, if and when
the Company obtains sufficient capital resources, management
intends to hire personnel with sufficient U.S. GAAP knowledge and
experience and to segregate appropriate duties among them. We also
intend to appoint one or more independent members to our Board of
Directors who shall also be appointed to a standing audit committee
which will undertake the oversight in the establishment and
monitoring of required internal controls and procedures such as
reviewing and approving estimates and assumptions made by
management. While we are actively seeking outside members,
including candidates with accounting experience, we cannot provide
any assurance that we will be successful. Given the size of our
Company, lack of revenues and current lack of financing to continue
with our business, it is unlikely that we will be able to hire any
additional personnel or that anyone will agree to join our Board
until general economic conditions and our own business prospects
improve significantly.
This annual report does not include an attestation report of our
registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to
attestation by our registered public accounting firm pursuant to
temporary rules of the SEC that permit us to provide only
management’s report in this annual report.
Changes in Internal Controls
On September 17, 2015, the board of directors (the “Board”) of the
Company increased the size of the Board to three persons and
appointed Mr. Tracy Fortner to fill the created vacancy. Directors
serve for a period of one year until the next stockholders’ meeting
and until their respective successor is elected and qualifies.
On September 17, 2015, Dong Gu Kang and Min Jung Kang resigned from
the board of directors and as executive officers of the Company,
effective immediately. Dong Gu Kang had been serving as the
President, Chief Executive Officer, Secretary of the Company. Min
Jung Kang had been serving as the Treasurer of the Company. Their
respective departures were not related to any issues regarding
financial disclosures or accounting or legal matters.
On September 17, 2015, the Board appointed Tracy Fortner as the
President, Chief Executive Officer, Secretary and Treasurer of the
Company.
On November 7, 2017 Tracy Fortner resigned all of his positions as
an officer and director of the Company and 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, 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.
On October 28, 2021, Everett M. Dickson, elected to step
down as President and Chief Executive Officer, and retain, his
current position, as sole director and chairman of the board.
Robert C. Bohorad was appointed as the new President and Chief
Executive Officer.
ITEM 9B. OTHER
INFORMATION.
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE.
Directors and Executive Officers
Below are the names of and certain information regarding the
Company’s current executive officers and directors who were
appointed.
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Name: |
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Age: |
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Person: |
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Director Since: |
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Tracy Fortner
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51
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Former President, Chief Executive Officer, Chairman, Secretary and
Treasurer
(Principal Executive Officer)
(Principal Financial and Accounting Officer)
|
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September 17, 2015
|
| Everett Dickson |
|
58 |
|
President, Chief Executive Officer, Chairman,
Secretary and Treasurer
(Principal Executive Officer)
(Principal Financial and Accounting Officer)
|
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December 21, 2018 |
| Robert Bohorad |
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49 |
|
President, Chief Executive Officer,
Secretary and Treasurer
(Principal Executive Officer)
(Principal Financial and Accounting Officer)
|
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|
Tracy Fortner was appointed as the Chief Executive Officer,
President, Secretary and Treasurer of the Company on September 17,
2015.
On November 7, 2017 Tracy Fortner resigned all of his positions as
an officer and director of the Company.
On November 7, 2017 Sadiq Shaikh was appointed as the President and
Chief Executive Officer and a director of the Company;
On November 7, 2017 Deborah Engles was appointed as the Secretary
and Treasurer of the Company.
On December 21, 2018 Everett Dickson was appointed the President
and Chief Executive Officer and a director of the Company.
On October 28, 2021, Everett M. Dickson, elected to step down
as President and Chief Executive Officer, and retain, his current
position, as sole director and chairman of the board. Robert C.
Bohorad was appointed as the new President and Chief Executive
Officer.
Directors are elected to serve until the next annual meeting of
stockholders and until their successors are elected and qualified.
Directors are elected by a plurality of the votes cast at the
annual meeting of stockholders and hold office until the expiration
of the term for which he or she was elected and until a successor
has been elected and qualified.
A majority of the authorized number of directors constitutes a
quorum of the Board of Directors for the transaction of business.
The directors must be present at the meeting to constitute a
quorum. However, any action required or permitted to be taken by
the Board of Directors may be taken without a meeting if all
members of the Board of Directors individually or collectively
consent in writing to the action.
Executive officers are appointed by, and serve at the pleasure of,
the Board of Directors of the Company, subject to any contractual
arrangements.
Business Experience
Everett M. Dickson– Chairman
On December 21, 2018, our Board of Directors appointed
Everett M. Dickson as President, Chief Executive Officer,
Treasurer, and Secretary. Since 2017, Mr. Dickson has served
as CEO and Chief Financial Officer (CFO) at Cruzani, Inc., a
publicly-traded food service Company (OTC Pink: CZNI). From 2012
until joining the Company in June 2017, Mr. Dickson
worked in the moist tobacco and alternative fuels industry. From
2005 through 2011, Mr. Dickson worked in the alternative fuels
industry. Mr. Dickson has extensive Board, Corporate Finance,
Restructuring, and Capital Markets experience, having worked, most
recently, in the food service and moist tobacco industries. From
2005 through 2011, Mr. Dickson’s work was focused on MBO / LBO
opportunities in the restaurant sector and on assisting startup
companies in the alternative fuels industry.
Robert C. Bohorad–President and CEO
Mr. Bohorad was appointed as our Chief Operating Officer of
YIC Acquisitions Corp. on June 18, 2019, and is the co-founder
of Yuengling’s Ice Cream. Mr. Bohorad has 20+ years of
experience working for companies in various stages of their life
cycles. Mr. Bohorad previously ran his own logistics,
tracking, and security solutions consulting practice aside from
mentoring several startups and early-stage companies. Throughout
his career, Mr. Bohorad has worked in numerous capacities,
including business + strategic development, marketing, finance,
accounting, operations, and human resources (HR). Mr. Bohorad
brings broad industry experience, with a particular focus on
medical devices and software. Mr. Bohorad is a graduate of the
University of Pennsylvania Wharton School and received his Masters
in Business Administration (MBA) from Fordham University.
Indemnification of Directors and Officers
Our Articles of Incorporation and Bylaws both provide for the
indemnification of our officers and directors, to the fullest
extent, permitted by Nevada law.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers and persons who own more than ten
percent of our common stock, to file with the SEC initial reports
of ownership and reports of changes in ownership of common stock.
Officers, directors and ten-percent or greater beneficial
owners are required by SEC regulations to furnish us with copies of
all Section 16(a) reports they file. Based upon a review of
those forms and representations regarding the need for filing for
the year ended October 31, 2021, we believe all necessary forms
have been filed.
Involvement in Certain Legal Proceedings
Our directors and executive officers have not been personally
involved in any of the following events during the past ten
years:
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any
bankruptcy petition filed by or against such person or any business
of which such person was a general partner or executive officer
either at the time of the bankruptcy or within two years prior to
that time; |
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· |
any
conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses); |
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· |
being
subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from or
otherwise limiting his involvement in any type of business,
securities or banking activities or to be associated with any
person practicing in banking or securities activities; |
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· |
being found by a court of competent jurisdiction in a civil action,
the SEC or the Commodity Futures Trading Commission to have
violated a Federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated;
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· |
being
subject of, or a party to, any Federal or state judicial or
administrative order, judgment decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of
any Federal or state securities or commodities law or regulation,
any law or regulation respecting financial institutions or
insurance companies, or any law or regulation prohibiting mail or
wire fraud or fraud in connection with any business entity;
or |
Director Independence
We are not currently subject to listing requirements of any
national securities exchange or inter-dealer quotation system which
has requirements that a majority of the Board of Directors be
“independent” and, as a result, we are not at this time required to
have our Board of Directors comprised of a majority of “independent
directors.
Family Relationships
None.
Audit Committee
We currently do not have a separately standing Audit Committee due
to our limited size and our Board performs the functions that would
otherwise be performed by an Audit Committee.
Compensation Committee
The Company does not have a Compensation Committee due to our
limited size and our Board performs the functions that would
otherwise be performed by a Compensation Committee. Our Board
intends to form a Compensation Committee when needed.
Other Committees
We do not currently have a separately-designated standing
nominating committee. Further, we do not have a policy with regard
to the consideration of any director candidates recommended by
security holders. To date, no security holders have made any such
recommendations. The entire Board of Directors performs all
functions that would otherwise be performed by committees. Given
the present size of our Board, it is not practical for us to have
committees other than those described above, or to have more than
two directors on such committees. If we are able to grow our
business and increase our operations, we intend to expand the size
of our board and our committees and allocate responsibilities
accordingly.
Significant Employees
We do not have any significant employees other than our current
executive officers and directors named in this Report.
Code of Ethics
Due to our small size, we have not adopted a Code of Ethics and
Code of Business Conduct that applies to our officers and
directors, and critical employees.
Compliance with Section 16(a) of the Securities Exchange Act
of 1934
Section 16(a) of the Exchange Act requires our executive officers
and directors and persons who own more than 10% of a registered
class of our equity securities to file with the SEC initial
statements of beneficial ownership, reports of changes in ownership
and annual reports concerning their ownership of our common stock
and other equity securities, on Forms 3, 4 and 5 respectively.
Executive officers, directors and greater than 10% shareholders are
required by the SEC regulations to furnish us with copies of all
Section 16(a) reports that they file.
Based solely on our review of the copies of such forms received by
us, or written representations from certain reporting persons, we
believe that all filing requirements applicable to our officers,
directors and greater than 10% beneficial owners were complied with
under Section 16 of the Exchange Act during the fiscal year ended
October 31, 2016.
ITEM 11. EXECUTIVE
COMPENSATION
The following table sets forth information concerning the total
compensation paid or accrued by the Company during the last two
fiscal years indicated to (i) all individuals that served as the
Company’s principal executive officer or acted in a similar
capacity for the Company at any time during the fiscal year ended
October 31, 2016; (ii) the two most highly compensated executive
officers who were serving as executive officers of the Company at
the end of the fiscal year ended October 31, 2016 whose total
compensation exceeded $100,000; and (iii) up to two additional
individuals for whom disclosure would have been provided pursuant
to clause (ii) above but for the fact that the individual was not
serving as an executive officer of the Company at the end of the
fiscal year ended October 31, 2016.
SUMMARY COMPENSATION TABLE
| Name & Principal Position |
|
Fiscal
Year
ended
October 31, |
|
Salary
($) |
|
Bonus
($) |
|
Stock
Awards
($) |
|
Option
Awards
($) |
|
Non-Equity
Incentive Plan
Compensation
($) |
|
Non-Qualified
Deferred
Compensation
Earnings
($) |
|
All Other
Compensation
($) |
|
Total
($) |
| Dong Gu Kang-Chief Executive Officer, President,
Secretary and Treasurer (1) |
|
2015 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tracy Fortner-Chief Executive
Officer, President, Secretary and Treasurer (1), (2) |
|
2015
2016
|
|
10,000 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
$ |
107,000 |
|
(1) |
Tracy Fortner was appointed as the Chief
Executive Officer, President, Secretary and Treasurer of the
Company on September 17, 2015. |
| (2) |
On November 7, 2017 Tracy Fortner
resigned all of his positions as an officer and director of the
Company. |
We have no plans in place and have never maintained any plans that
provide for the payment of retirement benefits or benefits that
will be paid primarily following retirement including, but not
limited to, tax qualified deferred benefit plans, supplemental
executive retirement plans, tax-qualified deferred contribution
plans and nonqualified deferred contribution plans.
We have no contracts, agreements, plans or arrangements, whether
written or unwritten, that provide for payments to the named
executive officers listed above.
Outstanding Equity Awards at Fiscal Year-End
There were no outstanding equity awards as of October 31, 2016. The
Company does not currently have an equity incentive plan but
intends to adopt one in the future.
Employment Agreements
None.
Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide retirement
or similar benefits for our directors or executive officers.
Resignation, Retirement, Other Termination, or Change in
Control Arrangements
We have no contract, agreement, plan or arrangement, whether
written or unwritten, that provides for payments to our directors
or executive officers at, following, or in connection with the
resignation, retirement or other termination of our directors or
executive officers, or a change in control of our company or a
change in our directors’ or executive officers’ responsibilities
following a change in control.
Director Compensation
No director received or accrued any compensation for his or her
services as a director during the fiscal year ended October 31,
2016 and 2015.
We have no formal plan for compensating our directors for their
services in their capacity as directors. Our directors are entitled
to reimbursement for reasonable travel and other out-of-pocket
expenses incurred in connection with attendance at meetings of our
Board of Directors. Our Board of Directors may award special
remuneration to any director undertaking any special services on
our behalf other than services ordinarily required of a
director.
ITEM 12. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
Beneficial ownership is determined in accordance with the rules of
the Securities and Exchange Commission and generally includes
voting or investment power with respect to securities. In
accordance with Securities and Exchange Commission rules, shares of
our Common Stock which may be acquired upon exercise of stock
options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the applicable table
below are deemed beneficially owned by the holders of such options
and warrants and are deemed outstanding for the purpose of
computing the percentage of ownership of such person, but are not
treated as outstanding for the purpose of computing the percentage
of ownership of any other person. Subject to community property
laws, where applicable, the persons or entities named in the tables
below have sole voting and investment power with respect to all
shares of our Common Stock indicated as beneficially owned by
them.
The following table sets forth information with respect to the
beneficial ownership of our Common Stock as of the filing date of
this Annual Report, by (i) each stockholder known by us to be the
beneficial owner of more than 5% of our outstanding voting capital
stock, (ii) each of our directors and executive officers, and (iii)
all of our directors and executive officers as a group. To the best
of our knowledge, except as otherwise indicated, each of the
persons named in the table has sole voting and investment power
with respect to the shares of our capital stock beneficially owned
by such person, except to the extent such power may be shared with
a spouse. To our knowledge, none of the shares listed below are
held under a voting trust or similar agreement, except as noted. To
our knowledge, there is no arrangement, including any pledge by any
person of securities of the Company or any of its parents, the
operation of which may at a subsequent date result in a change in
control of the Company.
Unless otherwise indicated in the following table, the address for
each person named in the table is c/o Yuengling’s Ice cream
Corporation (f/k/a Aureus Incorporated), One Glenlake Parkway, #650
Atlanta GA 30324.
| |
|
Common Stock |
| Name and Address of Beneficial
Owner |
|
Amount |
|
|
Percent of Class (1) |
| |
|
|
|
|
|
Everett
Dickson (1)
-CEO, Pres., Sec, Treas. & Chairman |
|
|
90,000,000 |
|
|
|
71.17% |
| |
|
|
|
|
|
|
|
| All
Directors and Officers as a group (1 person) |
|
|
90,000,000 |
|
|
|
71.17% |
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.
Securities Authorized for Issuance under Equity Compensation
Plans
We have not adopted any equity compensation plans.
Changes in Control
We are not aware of any arrangements, including any pledge by any
person of our securities, the operation of which may result in a
change in control of the Company.
ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.
Under Rule 404 of Regulation S-K, we are required to describe any
transaction, since the beginning of October 31, 2015, or any
currently proposed transaction, in which the Company was or is to
be a participant and in which any related person has or will have a
direct or indirect material interest involving the lesser of
$120,000 or one percent (1%) of the average of the Company’s total
assets as of the end of last two completed fiscal years. A related
person is any executive officer, director, nominee for director, or
holder of 5% or more of the Company’s Common Stock, or an immediate
family member of any of those persons.
Director Independence
We are not currently subject to listing requirements of any
national securities exchange or inter-dealer quotation system which
has requirements that a majority of the Board of Directors be
“independent” and, as a result, we are not at this time required to
have our Board of Directors comprised of a majority of “independent
directors.”
ITEM 14. PRINCIPAL ACCOUNTING
FEES AND SERVICES.
Audit Fees
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
| Fiscal Year Ended October 31, 2016: |
|
$ |
13,000 |
|
| |
|
|
|
|
| Fiscal year ended October 31, 2015: |
|
$ |
– |
|
Audit-Related Fees
The aggregate fees billed the Company for the fiscal years ended
October 31, 2016 and 2015 for assurance and related services by the
principal accountant that are reasonably related to the performance
of the audit or review of the registrant’s financial statements and
are not reported under Item 9(e)(1) of Schedule 14A.
| Fiscal Year Ended October 31, 2016: |
|
$ |
0 |
|
| |
|
|
|
|
| Fiscal year ended October 31, 2015: |
|
$ |
0 |
|
Tax Fees
The aggregate fees billed the Company for the fiscal years ended
October 31, 2016 and 2015for professional services rendered by the
principal accountant for tax compliance, tax advice, and tax
planning.
| Fiscal Year Ended October 31, 2016: |
|
$ |
0 |
|
| |
|
|
|
|
| Fiscal year ended October 31, 2015: |
|
$ |
0 |
|
All Other Fees
The aggregate fees billed the Company for the fiscal years ended
October 31, 2016 and 2015 for products and services provided by the
principal accountant, other than the services reported in Items
9(e)(1) through 9(e)(3) of Schedule 14A.
| Fiscal Year Ended October 31, 2016: |
|
$ |
0 |
|
| |
|
|
|
|
| Fiscal year ended October 31, 2015: |
|
$ |
0 |
|
Pre-Approval Policies and Procedures
We have not used TAAD LLP or Fruci and Associates II, PLLC for
financial information system design and implementation. These
services, which include designing or implementing a system that
aggregates source data underlying the financial statements or
generates information that is significant to our financial
statements, are provided internally or by other service providers.
We have never engaged TAAD LLP or Fruci and Associates II, PLL to
provide compliance outsourcing services.
Our board of directors pre-approves all services provided by our
independent auditors. All of the above services and fees were
reviewed and approved by the board of directors either before or
after the respective services were rendered. The board of directors
has considered the nature and amount of fees billed TAAD LLP and
Fruci and Associates II, PLLC and believes that the provision of
services for activities unrelated to the audit is compatible with
maintaining our independence.
PART IV
ITEM 15. EXHIBITS, FINANCIAL
STATEMENT SCHEDULES.
|
Exhibit No: |
|
Description: |
| |
|
|
| 3.1 |
|
Articles of Incorporation (Filed
as an exhibit to Registration Statement on Form S-1 filed on
November 12, 2014 (File No: 333-200114) and incorporated by
reference herein) |
| |
|
|
| 3.2 |
|
Bylaws (Filed as an exhibit to
Registration Statement on Form S-1 filed on November 12, 2014 (File
No: 333-200114) and incorporated by reference herein) |
| |
|
|
| 31.1* |
|
Rule
13(a)-14(a)/15(d)-14(a) Certification |
| |
|
|
| 32.1* |
|
Section 1350 Certification |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| |
YUENGLING’S ICE CREAM CORPORATION (F/K/A
AUREUS INCORPORATED) |
|
|
|
|
| |
By: |
/s/ ROBERT BOHORAD |
| |
|
Robert Bohorad |
| |
|
President, Chief Executive Officer, Secretary and
Treasurer |
| |
|
(Principal Executive Officer) |
| |
|
(Principal Financial and Accounting
Officer) |
| |
|
|
| |
Date: March 15, 2022 |
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated:
|
Signature |
|
Title |
|
Date |
| |
|
|
|
March
15, 2022 |
|
/s/ ROBERT BOHORAD |
|
President, Chief Executive Officer,
Secretary, |
|
|
| Robert Bohorad |
|
Treasurer, |
|
|
| |
|
(Principal Executive Officer) |
|
|
| |
|
(Principal Financial and Accounting
Officer) |
|
|
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