UNITED STATES

Table of Contents

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

[ X ]

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


For the quarterly period ended JulyJULY 31, 2015


[     ]2016

☐   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT


OF 1934

For the transition period from ______ to _______

ended ____________________

Commission File Number:

file number:  000-55398

AUREUS INCORPORATED

(Exact name of registrant as specified in its charter)

Nevada

 

47-1893698

(State or Other Jurisdiction of other jurisdiction ofIncorporation or Organization) (I.R.S. Employer Identification No.)
incorporation or organization)
1170 Peachtree Street, Suite 1200, Atlanta, GA30309
(Address of Principal Executive Offices)(Zip Code)
  
200 South Virginia, Suite 800
Reno Nevada, 89501
(Address of principal executive offices)
775-398-3173
(

Registrant’s telephone number)


number, including area code: (404) 885-6045

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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  [X]☐        No  [  ]

☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes [ ]☐ No [ ] (not required)


☒

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


Large accelerated filer[  ]☐Accelerated filer☐
Non-accelerated filer  ☒[  ]Smaller reporting company  ☒
 
Non-accelerated filer[  ]Smaller reportingEmerging growth company[X]
(Do not check if a smaller reporting 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 [X]   ☐ No [  ]

☒ 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  As of July 31, 2015there were 8,430,000August 17, 2020, the issuer had 515,180,555 shares of the Registrant’s $0.001 par valueits common stock issued and outstanding.



TABLE OF CONTENTS

Page
PART I.FINANCIAL INFORMATION
   

TABLE OF CONTENTS

ITEM 1.Condensed Financial Statements  3
PART I  
ITEMItem 1.Condensed Unaudited Financial Statements3
Item 2.Management’sManagement3s Discussion and Analysis of Financial Condition and Results of Operations1114
ITEMItem 3.Quantitative and Qualitative Disclosures aboutAbout Market Risk1316
Item 4.Controls and Procedures16
PART II 17
ITEM 4.Item 1.Controls and ProceduresLegal Proceedings1317
Item 1A.Risk Factors17
PART II.OTHER INFORMATION
ITEM 1.Legal Proceedings14
ITEM 1A.Risk Factors14
ITEMItem 2.Unregistered Sales of Equity Securities and Use of Proceeds1417
Item 3.Defaults Upon Senior Securities17
Item 4.Mining Safety Disclosures17
Item 5.Other Information17
Item 6.Exhibits17
 Signatures18

2 

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AUREUS INCORPORATED

INDEX TO FINANCIAL STATEMENTS

ITEM 3.Condensed Balance Sheets as of July 31, 2016 and October 31, 2015 (unaudited)Defaults Upon Senior Securities4
Condensed Statements of Operations for the Three and Nine Months ended July 31, 2016 and 2015 (unaudited)145
Condensed Statements of Stockholders’ Deficit for the Nine Months ended July 31, 2016 and 2015 (unaudited)6
Condensed Statements of Cash Flows for the Nine Months ended July 31, 2016 and 2015 (unaudited)7
Notes to the Condensed Financial Statements (unaudited)8

 3 
ITEM 4.Mine Safety Disclosures14
ITEM 5.Other Information14
ITEM 6.Exhibits14
SIGNATURES15

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Aureus Incorporated (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "Aureus" refers to Aureus Incorporated

2


PART I - FINANCIAL INFORMATION
ITEM 1.               CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


3

AUREUS INCORPORATED
 CONDENSED BALANCE SHEETS

       
  July 31,  October 31, 
  2015  2014 
  (Unaudited)  (Audited) 
ASSETS      
       
Current assets:      
Cash $1,879  $32,725 
Prepaid Professional Fees  800     
Deposit on property  15,000   15,000 
         
Total assets $17,679  $47,725 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
         
Current Liabilities:        
Loan from related Party $25,106  $22,855 
  $25,106  $22,855 
         
Stockholders' equity:        
Common stock; authorized 150,000,000; 8,430,000 shares at $0.001 par issued and outstanding at July 31, 2015 and nil at October 31, 2014 $8,430  $- 
Stock Subscription received  -   30,300 
Additional Paid in Capital  21,870   - 
Accumulated deficit $(37,727) $(5,430)
         
Total stockholders' equity (deficit) $(7,427) $24,870 
         
Total liabilities and stockholders' equity $17,679  $47,725 
         
      

AUREUS INCORPORATED

CONDENSED BALANCE SHEETS

  July 31, 2016  October 31, 2015 
 (Unaudited)  (Audited) 
ASSETS        
Current Assets:        
Cash $125  $924 
Prepaid professional fees  –   1,248 
Total Current Assets  125   2,172 
         
TOTAL ASSETS $125  $2,172 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT        
Current Liabilities:        
Accounts payable $28,311  $8,115 
Accrued liabilities  –   175 
Accrued interest  3,082   – 
Loans from a related party  24,706   24,656 
Notes payable  60,000   20,000 
Total Liabilities  116,099   52,946 
         
Commitments and contingencies  –   – 
         
Stockholders' Deficit:        
Preferred stock: par value $0.001, 10,000,000 authorized; no shares issued  –   – 
Common stock: par value $0.001, 1,000,000,000 authorized; 126,450,000 issued and outstanding at July 31, 2016 and October 31, 2015, respectively  126,450   126,450 
Additional paid in capital  (95,700)  (95,700)
Accumulated Deficit  (146,724)  (81,524)
Total Stockholders' Deficit  (115,974)  (50,774)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $125  $2,172 

The accompanying notes are an integral part of these condensedunaudited financial statements


4

statements.

AUREUS INCORPORATED 
 CONDENSED STATEMENTS OF OPERATIONS4
(UNAUDITED) 
             
  For the Three Month Period Ended July 31, 2015  For the Three Month Period Ended July 31, 2014  For the Nine Month Period Ended July 31, 2015  For the Nine Month Period Ended July 31, 2014 
             
REVENUES $-  $-  $-  $- 
                 
OPERATING EXPENSES                
General and administrative $6,062  $-  $32,297  $- 
                 
Total Operating Expenses $6,062  $-  $32,297  $- 
                 
Net loss for the period $(6,062) $-  $(32,297) $- 
                 
Net loss per share:                
Basic and diluted $(0.00) $-  $(0.00)  $- 
                 
Weighted average number of shares outstanding:             
Basic and diluted  8,430,000   -   8,430,000   - 

AUREUS INCORPORATED

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 For the Three Months Ended
July 31,		  For the Nine Months Ended
July 31,		 
  2016  2015  2016  2015 
OPERATING EXPENSES:                
General and Administrative $26,462  $6,062  $62,294  $32,297 
Total Operating Expenses  26,462   6,062   62,294   32,297 
                 
Other Expenses:                
Interest Expense  (1,210)  –   (2,906)  – 
Net loss $(27,672) $(6,062) $(65,200) $(32,297)
Net loss per share: basic and diluted $(0.00) $(0.00) $(0.00) $(0.00)
Weighted average number of shares outstanding: basic and diluted  126,450,000   126,450,000   126,450,000   126,450,000 

The accompanying notes are an integral part of these condensedunaudited financial statements


statements.

5
5


AUREUS INCORPORATED
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
       
  For the Nine Month Period Ended July 31, 2015  For the Nine Month Period Ended July 31, 2014 
Operating Activities:      
Net loss: $(32,297) $- 
Changes in operating assets and liabilities        
Prepaid expenses  (800)  - 
Net cash used in operating activities  (33,097)  - 
         
Financing activities:        
Loans from related party  2,251   - 
Net cash provided by financing activities  2,251   - 
         
Decrease in cash during the period  (30,846)  - 
Cash, beginning of period  32,725   - 
Cash, end of period $1,879  $- 
         
Supplemental disclosure of cash flow information:        
Cash paid during the period        
Taxes $-  $- 
Interest $-  $- 

AUREUS INCORPORATED

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE NINE MONTHS ENDED JULY 31, 2015 AND 2016

(UNAUDITED)

 

 

  Common Stock  Additional Paid  Stock Subscriptions  Accumulated  Total Shareholder's 
  Shares  Amount  in Capital  Receivable  Deficit  Equity 
Balance October 31, 2014  –  $–  $–  $30,300  $(5,430) $24,870 
Receipt of payment for subscription receivable  126,450,000   126,450   (96,150)  (30,300)  –   – 
Net Loss  –   –   –   –   (14,334)  (14,334)
Balance, January 31, 2015  126,450,000   126,450   (96,150)  –   (19,764)  10,536 
Net Loss  –   –   –   –   (12,307)  (12,307)
Balance, April 30, 2015  126,450,000   126,450   (96,150)  –   (32,071)  (1,771)
Net Loss  –   –   –   –   (5,656)  (5,656)
Balance, July 31, 2015  126,450,000  $126,450  $(96,150) $–  $(37,727) $(7,427)

  Common Stock  Additional Paid  Accumulated  Total Shareholder's 
  Shares  Amount  in Capital  Deficit  Equity 
Balance October 31, 2015  126,450,000  $126,450  $(95,700) $(81,524) $(50,774)
Net Loss  –   –   –   (32,443)  (32,443)
Balance, January 31, 2016  126,450,000   126,450   (95,700)  (113,967)  (83,217)
Net Loss  –   –   –   (5,085)  (5,085)
Balance, April 30, 2016  126,450,000   126,450   (95,700)  (119,052)  (88,302)
Net Loss  –   –   –   (27,672)  (27,672)
Balance, July 31, 2016  126,450,000  $126,450  $(95,700) $(146,724) $(115,974)

The accompanying notes are an integral part of these condensedunaudited financial statements


statements.

6
6


AUREUS INCORPORATED

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

  For the Nine Months
Ended July 31,		 
  2016  2015 
Cash flows from Operating activities:        
Net Loss $(65,200) $(32,297)
Changes in Operating Assets and Liabilities:        
Prepaid expenses  1,248   (800)
Accounts payable  20,196   – 
Accrued expenses  2,907   – 
Net Cash used in Operating activities  (40,849)  (33,097)
         
Cash flow from Investing Activities:  –   – 
         
Cash flow from Financing Activities:        
Proceeds from notes payable  40,000   – 
Loan from related party  50   2,251 
Net cash provided by financing activities  40,050   2,251 
         
Decrease in cash during the period  (799)  (30,846)
         
Cash at beginning of period  924   32,725 
         
Cash at end of period $125  $1,879 
         
Supplemental disclosure of cash flow information:        
Cash paid during the period        
Taxes $–  $– 
Interest $–  $– 

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

7

AUREUS INCORPORATED

NOTES TO THECONDENSED UNAUDITED FINANCIAL STATEMENTS


JULY 31, 2016

NOTE 1 -ORGANIZATION– ORGANIZATION AND BASIS OF PRESENTATION


Aureus Incorporated (the "Company"“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.

These financial statements and related notes are presented 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 accordance with accounting principles generally acceptedone 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 United Statesname 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 are expressedNational Forest System Lands, including the Gold Creek Property, in United States (US) dollars. Theorder 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 producedbeen able to have the title to the Gold Creek Property transferred into the Company’s name or to conduct any revenue from its principal businessactivities 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 an exploration stage company.


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– SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation


The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the CompanySecurities and the accompanying notes included in this Quarterly Report on Form 10-QExchange Commission for interim financial information. It is management’s opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements,financial statements presentation. These financial statements and the accompanyingrelated notes are preparedpresented in accordance with accounting principles generally accepted accounting principles in the United States ("GAAP") and do not contain certain information included in the Company'sCompany’s previously filed Annual Report on Form S-110-K for the fiscal year ended October 31, 2014. This interim Condensed Financial Statements2015. The accompanying unaudited financial statements of the Company should be read in conjunction with thatthe audited financial statements and accompanying notes filed with the Securities and Exchange Commission in the Company’s Annual Report on S-1. ResultsForm 10-K for the fiscal year ended October 31, 2015. Operating results and cash flows for interim periods presented are not necessarily indicative of the results that mightcan be expected for the entire fiscal year.

8

Cash and Cash Equivalents

The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. As of July 31, 20152016 and October 31, 2014,2015, there were no cash equivalents.


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.

Impairment of Long Lived Assets

The Company tests its assets for recoverability whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable, which includes comparing the carrying amount of a long-lived asset to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. An impairment loss would be measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. For the Company's mining claims, this test includes examining the discounted and undiscounted cash flows associated with value beyond proven and probable reserves, in determining whether the mining claim is impaired.

Start-up Expenses

The Company expenses costs associated with start-up activities as incurred. Accordingly, start-up costs associated with the Company's formation have been included in the Company's general and administrative expenses.

Mining Interests and Exploration Expenditures
Exploration costs are expensed in the period in which they occur. The Company capitalizes costs for acquiring and leasing mineral properties and expenses costs to maintain mineral rights as incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral interests are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations.
7
AUREUS INCORPORATED
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
NOTE 2 -SIGNIFICANT ACCOUNTING POLICIES (cont'd)
Income Taxes
The Company utilizes FASB ACS 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.  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 accounting guidance for uncertainties in income tax prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes a tax benefit from an uncertain tax position in the financial statements only when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits and a consideration of the relevant taxing authority’s widely understood administrative practices and precedents.
Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.
We have implemented certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertain tax positions, as defined. ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes.  We adopted the provisions of ASC 740 and have analyzed filing positions in United States jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions.  We have identified the United States as our "major" tax jurisdiction.  Generally, we remain subject to United States examination of our income tax returns.
Fair Value of Financial Instruments

The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements.
FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.  FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:
Basic and Diluted Loss Per Share

Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the period presented.  ASC 260 requires presentation of basic earnings per share and diluted earnings per share.  Basic income (loss) per share (“Basic EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share (“Diluted EPS”) is similarly calculated. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. For the nine months ended July 31, 2015 and 2014, there were no potentially dilutive securities.
8
AUREUS INCORPORATED
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

NOTE 2 -SIGNIFICANT ACCOUNTING POLICIES (cont'd)

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 consolidated financial statements.


In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended June 30, 2014, thereby no longer presenting or disclosing any information required by Topic 915.

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)," which is the new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual and interim periods beginning on or after December 15, 2016, and early adoption is not permitted. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in the ASU. The Company currently has no revenues and doesn’t expect any impact of adopting this guidance.

In June 2014, the FASB issued ASU 2014-12, "Compensation“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 does not expect the adoption of this guidance to have a material impact on the consolidated 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, 2016.2015. Early adoption is permitted. The Company adopted this new standard for the fiscal year ending DecemberOctober 31, 2014.


2016.

In April 2015, the FASB issued ASU 2015-3, "Interest“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 JanuaryNovember 1, 2016. We do not expect this pronouncement to have a material effect on our consolidated financial statements.

9
AUREUS INCORPORATED
NOTES TO THE UNAUDITED 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 nine months ending July 31, 2016 the Company incurred a net loss of $65,200. The accumulated deficit to July 31, 2016 is $146,724. Management is endeavouringendeavoring to begin exploration activities, however, may not be able to do so within the next fiscal year.

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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– STOCK SUBSCRIPTIONS RECEIVED
Between July 25 and September 12, 2014 the Company received $30,300 for common stock subscriptions. 6,000,000 of these shares were subscribed for by the officers and directors of the Company at $.001 per share. The remaining 2,430,000 shares were subscribed for by third parties at $.01 per share. At July 31, 2015, the Company has issued all shares related to these common stock subscriptions.

NOTE 54 – LOAN FROM RELATED PARTY

During the period from April 19, 2013 to AprilOctober 31, 2015, the Company received advances totaling $24,049$24,656 from a related party,Dong Gu Kang and Min Jung Kang, the Company’s former executive officers and directors (the “Selling Stockholders”). The advance iswas unsecured, non-interest bearing and is 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 July 31,2016 and October 31, 2015, the balance due related parties is $24,706 and $24,656, respectively.

NOTE 5 – 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 balanceCompany may prepay any or the entire outstanding principal of loan from related party asthe 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 July 31, 20152016, and October 31, 2014 are $25,1062015 accrued interest amounted to $1,225 and $22,855,$175, respectively.

NOTE 6– DEPOSIT ON MINERAL PROPERTY ACQUISITION
This note is currently past due.

On October 1, 2014November 6, 2015, the Company entered intoissued Craigstone Ltd. a Purchase Agreement with Gold Exploration Management Services, Inc. to purchase 11 claimspromissory note in Mineral County Nevada known as the Gold Creek Property.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 has paid a total of $15,000 formay prepay any or the purchaseentire outstanding principal of the Gold Creek Property,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 July 31, 2016, accrued interest amounted to $980. This note is reflectedcurrently past due.

On March 22, 2016, the Company issued Craigstone Ltd. a promissory note in the financial statements asprincipal 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 deposit, until such time asdefault rate of 10%. As of July 31, 2016, accrued interest amounted to $423. This note is currently past due.

NOTE 6 – COMMON STOCK

On November 17, 2015 the ownership has been transferredCompany, 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 Company.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.

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NOTE 7– SUBSEQUENT EVENTS

During

On August 201531, 2016, the Gold Creek property was restakedCompany 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.

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. 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.

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. 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.

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. 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.

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. 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.

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. 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.

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 claims areBuyer 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.

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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 with fractional shares being registeredrounded up to the nearest whole number. 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, as amended, by filing a Form 15 with the SEC on March 7, 2017. As a result, the reverse split was not implemented in the Name of Aureus Incorporated with Elko County and the BLM, andOTC marketplace.


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.

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. 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.

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 ninety daysvoting 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 register the claims.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.

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"). The minimum purchase requirement per investor is 100,000 Offered Shares ($1500); however, the Company may waive the minimum purchase requirement on a case-by-case basis at the Company's sole discretion

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, for good and valuable consideration 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.

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YIC Acquisition 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"). The minimum purchase requirement per investor is 40,000 Offered Shares ($1,000); however, the Company may waive the minimum purchase requirement on a case-by-case basis at the Company's sole discretion

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.

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.

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ITEM 2. MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This Management's Discussion

The following information should be read in conjunction with our financial statements and Analysis of Financial Condition and Results of Operations (MD&A) containsrelated notes thereto included in Part I, Item 1, above.

Forward Looking Statements

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:

·our future strategic plans;
·our future operating results;
·our business prospects;
·our contractual arrangements and relationships with third parties;
·the dependence of our future success on the general economy;
·our possibility of not successfully raising future financings; and
··the adequacy of our cash resources and working capital.

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that involve known and unknown risks, significant uncertainties and other factors that may causedescribe our actual results, levels of activity, performancefuture plans, objectives or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by thosegoals are also forward-looking statements. You can identifySuch forward-looking statements by the use of the words may, will, should,are subject to certain risks and uncertainties which are described in close proximity to such statements and which could expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflectedthose anticipated. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in anycautioned not to place undue reliance on such forward-looking statements. WeThe forward-looking statements included herein are only made as of the date of this Form 10-Q, and we undertake no obligation to revise orpublicly update publicly anysuch forward-looking statements to reflect subsequent events or circumstances.

Executive Overview

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. The Company is currently in active status in the state of Nevada.

On December 21, 2018, pursuant to a Stock Purchase Agreement, dated December 20, 2018, by and among the Company and 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 any reason.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.

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

For more information please visit our website at www.aureusnow.com.

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RESULTS OF OPERATIONS

Working Capital
       
       
   At July 31, 2015  At October 31, 2014 
Current Assets $17,679  $47,725 
Current Liabilities  (25,106)  (22,855)
Working Capital $(7,427) $24,870 

Cash Flows

  Nine Months Ended July 31, 2015  Nine Months Ended July 31, 2014 
Cash Flows used in Operating Activities $(33,097) $- 
Cash Flows used in Investing Activities  -   - 
Cash Flows provided by Financing Activities  2,251   - 
Net Increase (decrease) in Cash During Period $(30,846) $0 
The decrease in our working capital at

Results of Operation for the Three Months Ended July 31, 2015from2016 and 2015

Operating Expenses

For the periodthree months ended October 31, 2014 is reflective of the current state of our business development.


As of July 31, 2015,2016 we had cash on hand$26,462 of $1,879. Since our inception, we have used our common stockgeneral and administrative expense compared to raise money for our operations and for our property acquisitions. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation.

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Operating Revenues

We have not generated any revenues since inception.

Operating Expenses and Net Loss

Operating expenses$6,062 for the three month periodmonths ended July 31, 2015, was $6,062, comparedan increase of $20,400, 336.5%. The increase in the current period is attributed to an increase in consulting, legal and other professional fees.

Other expense

For the three month periodmonths ended July 31, 2014 which was 0.


The net loss2016, we had interest expense of $1,210, from newly issued debt, compared to $0 for the three month periodmonths ended July 31, 2015.

Net loss

For the three months ended July 31, 2016, the Company had a net loss of $27,672 as compared to a net loss of $6,062 in the prior period.

Results of Operation for the Nine Months Ended July 31, 2016 and 2015

Operating Expenses

For the nine months ended July 31, 2016 we had $62,294 of general and administrative expense compared to $32,297 for the nine months ended July 31, 2015, was $6,062, comparedan increase of $29,997, 92.8%. The increase in the current period is attributed to an increase in consulting, legal and other professional fees.

Other expense

For the three month periodnine months ended July 31, 2014 which was 0.

Operating expenses2016, we had interest expense of $2,906, from newly issued debt, compared to $0 for the nine month periodmonths ended July 31, 2015 was $32,297, compared to2015.

Net loss

For the nine month periodmonths ended July 31, 2014 which was 0.


The net loss for the nine month period ended July 31, 2015 was $32,297, compared to the nine month period ended July 31, 2014 which was 0.
Liquidity and Capital Resources

As of July 31, 2015, the Company’s cash balance was $1,879

As of July 31, 2015, the Company had total liabilities of $25,106

As of July 31, 2015,2016, the Company had a working capitalnet loss of $(7,427)
Cashflow from Operating Activities

During$65,200 as compared to a net loss of $32,297 in the prior period.

Liquidity and Capital Resources

As reflected in the accompanying financial statements, the Company has an accumulated deficit of $146,724 at July 31, 2016, has no revenue, had a net loss of $65,200 and net cash used in operating activities of $40,849 for the nine month periodmonths ended July 31, 2015, the Company used $33,097of cash2016.

We received $40,040 from financing activities for operating activities, compared to the nine month periodmonths ended July 31, 2014 which was 0.

Cashflow from Financing Activities

During2016, compared to $2,251 for the nine month periodmonths ended July 31, 2015,2015.

Critical Accounting Estimates and Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the Company received $2,251of cashUnited States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Note 2 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes.  Actual results could differ materially from financing activities.those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

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

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Off Balance

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

Off-Balance Sheet Arrangements


We have nonot entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.


Going Concern

We have not attained profitable operationsresources and are dependent upon obtaining financingwould be considered material to pursue any extensive activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing. 

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Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.

Criticalinvestors.

Recent Accounting Policies


We have identified certainPronouncements

The Company has implemented all new accounting policies, described below,pronouncements that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in the notes toeffect. These pronouncements did not have any material impact on the financial statements included in this Quarterly Report.


Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted inunless otherwise disclosed, and the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes for the reporting period. Significant areas requiring the use of management estimates relate to the valuation of its mineral leases and claims and our ability to obtain final government permission to complete the project.

Mineral Property Acquisition and Exploration Costs
The Company is primarily engaged in the acquisition and exploration of mining properties.  Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. The Company assesses the carrying costs for impairment under Accounting Standards 930 Extractive Activities – Mining (AS 930). An impairment is recognized when the sum of the expected undiscounted future cash flows is lessthan the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value. Capitalized costs will be amortized using the units-of-production method over the estimated life of the proven and probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Recent Accounting Pronouncements
The Company does not expectbelieve that the adoption ofthere are any recentother new accounting standards topronouncements that have been issued that might have a material impact on its financial statements.

position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


We are a

Not applicable to smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

companies.

ITEM 4. CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


Disclosure

We maintain disclosure controls and procedures are controls(as defined in Rules 13a-15(e) and procedures15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensurebe effective in providing reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controlsforms of the Securities and procedures include, without limitation, controlsExchange Commission (the “SEC”), and procedures designed to ensure that such information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our PrincipalChief Executive Officer and PrincipalChief Financial Officer ofevaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) underas of the Securities Exchange Actend of 1934 ("Exchange Act").the period covered by this report. Based uponon that evaluation, our Principal Executive Officer and Principal Financial Officer havethey concluded that our disclosure controls and procedures were not effective as offor the quarterly period ended July 31, 2015, due to2016.

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

· lack of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii)

· lack of Regulation S-K,segregation of duties

In designing and evaluating disclosure controls were notand procedures, management recognizes that any controls and procedures, no matter how well designed and in placeoperated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to ensure that all disclosures required were originally addressed in our financial statements.

their costs.

Changes in Internal Control overControls

Based on that evaluation, our Chief Executive Officer and our Chief Financial Reporting

Our management has also evaluated ourOfficer concluded that no change occurred in the Company's internal controlcontrols over financial reporting and there have been no significant changes in our internal controlsduring the quarter ended July 31, 2016, that has materially affected, or in other factors that could significantlyis reasonably likely to materially affect, those controls subsequent to the date of our last evaluation.
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal controlcontrols over financial reporting.

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PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS


We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

None.

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; however, due to the current circumstance we have chosen to include the following risk factor.

On January 30, 2020, the World Health Organization declared the coronavirus outbreak a "Public Health Emergency of International Concern" and on March 10, 2020, declared it to be a pandemic. The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the complete financial effect will be to the company, to date, the Company has not experienced a material impact.

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


1.           Quarterly Issuances:

During the quarter, we did not issue any unregistered securities other than as previously disclosed.

2.           Subsequent Issuances:
Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4. MINEMINING SAFETY DISCLOSURES

Not applicable


applicable.

ITEM 5. OTHER INFORMATION


None.

INFORMATION.

None

ITEM 6. EXHIBITS


No.Description
31.1Chief Executive Officer Section 302 Certification
31.2Chief Financial Officer Section 302 Certification
32.1Section 1350 Certification

Exhibit NumberDescription of Exhibit17Filing
3.01Articles of IncorporationFiled with the SEC on November 12 , 2014 as part of our Registration Statement on Form S-1.
3.02BylawsFiled with the SEC November 12 , 2014 as part of our Registration Statement on Form S-1
31.01Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14Filed herewith.
32.01CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley ActFiled herewith.
101.INSXBRL Instance DocumentFiled herewith.
101.SCHXBRL Taxonomy Extension Schema DocumentFiled herewith.
101.CALXBRL Taxonomy Extension Calculation Linkbase DocumentFiled herewith.
101.LABXBRL Taxonomy Extension Labels Linkbase DocumentFiled herewith.
101.PREXBRL Taxonomy Extension Presentation Linkbase DocumentFiled herewith.
101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentFiled herewith.

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SIGNATURES


In accordance with Section 13 or 15(d)the requirements of the Exchange Act, the registrantRegistrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 AUREUS INCORPORATED
  
  Aureus Incorporated
Dated: September 14, 2015August 28, 2020

By: /s/ Dong Gu Kang

Dong Gu Kang
 /s/ Everett M. Dickson

        Everett M. Dickson

Chief Executive Officer, ChiefPrincipal Financial Officer President, Secretary and Director

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