Table of Contents

U.S. UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended January 31, 2022

or

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

For the quarterly period ended JULY 31, 2016

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

For the transition period ended ____________________from _____________ to __________

Commission file number:  000-55398File Number: 000-53450

AUREUS INCORPORATEDYUENGLING’S ICE CREAM CORPORATION

(Exact name of registrant as specified in its charter)

404-805-6044

(Registrant’s telephone number, including area code)

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

Registrant’s telephone number, including area code: (404) 885-6045Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 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,”company” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.

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 ☒

StateIndicate the number of shares outstanding of each of the issuer’s classes of common equity,stock, as of the latest practicable date:  Asas of August 17, 2020, the issuer had 515,180,555March 9, 2022, there were 1,765,180,555 shares of its common stock issued and outstanding.

TABLE OF CONTENTS

PART I –- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AUREUS INCORPORATEDYUENGLING’S ICE CREAM CORPORATION

INDEX TO FINANCIAL STATEMENTS

(formerly Aureus, Inc.)

AUREUS INCORPORATEDYUENGLING’S ICE CREAM CORPORATION

(formerly Aureus, Inc.)

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

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

YUENGLING’S ICE CREAM CORPORATION

(formerly Aureus, Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

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

AUREUS INCORPORATEDYUENGLING’S ICE CREAM CORPORATION

(formerly Aureus, Inc.)

CONDENSED STATEMENTSCONSOLIDATED STATEMENT OF OPERATIONSSTOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)FOR THE THREE MONTHS ENDED JANUARY 31, 2021 AND 2022

(Unaudited)

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

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

AUREUS INCORPORATEDYUENGLING’S ICE CREAM CORPORATION

(formerly Aureus, Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)(Unaudited)

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

AUREUS INCORPORATEDYUENGLING’S ICE CREAM CORPORATION

(formerly Aureus, Inc.)

NOTES TO CONDENSED UNAUDITEDCONSOLIDATED FINANCIAL STATEMENTS

JULYJanuary 31, 20162022

(Unaudited)

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATIONBUSINESS

Yuengling’s Ice Cream Corporation, (f/k/a Aureus, Incorporated (the “Company”Inc.) (“Yuengling’s,” “ARSN,” “we,” “us,” or the “Company”) was incorporated in the State of Nevada on April 19, 2013. The Company was2013, under the name “Aureus Incorporated.” We were initially organized to develop and explore mineral properties in the Statestate of Nevada. On October 1, 2014,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 entered into a Purchase Agreement with Gold Exploration Management Services, Inc. (“Gold Exploration”) pursuantchanged their name 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 registeredYuengling’s Ice Cream Corporation”. We are currently active in the namestate 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.Nevada.

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

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

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

In January 2022, the company signed a non-binding Letter of Intent to acquire a production facility. The Company expects the transaction to close in April 2022.

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

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentationpresentation

The accompanyingCompany’s 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(“U.S. GAAP”). The accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of the Securities and Exchange Commission for interim financial information. It is management’s opinion, however that all material adjustments (consisting ofonly normal recurring adjustments) have been madeitems, which, in the opinion of management, are necessary for a fair financial statements presentation. These financial statements and related notes are presented in accordance with accounting principles generally accepted instatement of the United States and do not contain certain information included in the Company’s previously filed Annual Report on Form 10-Kresults of operations for the fiscalperiods shown and are not necessarily indicative of the results to be expected for the full year endedending October 31, 2015. The accompanying2022. These unaudited condensed consolidated financial statements of the Company should be read in conjunction with the audited financial statements and accompanyingrelated notes filed with the Securities and Exchange Commissionincluded in the Company’s Annual Report on Form 10-Kfinancial statements for the fiscal year ended October 31, 2015. Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year.

2021.

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, 2016 and October 31, 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.

Recent Accounting PronouncementsConcentrations of Credit Risk

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

Restricted Cash

The Company has reviewed all recently issued, butan obligation to transfer $50,000 to Mid Penn Bank as security pursuant to the Agreement of Sale and Security Agreement with Mid Penn Bank and Yuengling Ice Cream Corp, by September 30, 2022. If the funds are not yet adopted, accounting standards in ordertransferred by September 30, 2022, the Bank the has option to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review,call the loan and to require the Company believes that none of these pronouncements will have a significant effect on its condensed financial statements.to pay any attorney’s fees incurred.

In June 2014,Basic and Diluted Earnings Per Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB issued ASU 2014-12, “Compensation - Stock Compensation (Topic 718), Accounting for Share-Based Payments WhenStandards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the Termsweighted 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 January 31, 2022 and 2021, there are 3,530,890,717 and 2,320,709,199 potentially dilutive shares, respectively, if the Preferred A were to be converted. As of January 31, 2022 and 2021, the Company’s diluted loss per share is the same as the basic loss per share, as the inclusion of any potential shares would have had an Award Provide Thatanti-dilutive effect due to the Company generating a Performance Target Could be Achieved afterloss.

Principles of Consolidation

The accompanying consolidated financial statements include the Requisite Service Period.” This ASU provides more explicit guidance for treating share-based payment awardsaccounts of the Company and its wholly owned subsidiary YIC Acquisitions Corp. All material transactions and balances have been eliminated on consolidation.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that require a specific performance target that affects vestingare in effect. These pronouncements did not have any material impact on the condensed consolidated financial statements unless otherwise disclosed, 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 tobelieve that there are any other new accounting pronouncements that have been issued that might have a material impact on theour financial statements.position or results of operations.

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. We do not expect this pronouncement to have a material effect on our consolidated 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 unaudited condensed consolidated financial statements have been prepared assuming thaton a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $3,670,558, had a net loss of $119,785, and net cash used in operating activities of $127,854 for the three months ended January 31, 2022. The Company’s ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company willto continue as a going concern; however,operations. These conditions and the above condition raisesability to successfully resolve these factors raise substantial doubt about the Company’s ability to do so.continue as a going concern. The financial statements of the Company 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 shouldfrom the Company be unable to continue as a going concern. For the nine months ending July 31, 2016 the Company incurred a net lossoutcome of $65,200. The accumulated deficit to July 31, 2016 is $146,724. Management is endeavoring to begin exploration activities, however, may not be able to do so within the next fiscal year.these aforementioned uncertainties.

ManagementNOTE 4 - PROPERTY & EQUIPMENT

Property and Equipment are first recorded at cost. Depreciation is also seeking to raise additional working capital through various financing sources, includingcomputed using the salestraight-line method over the estimated useful lives of the Company’s equity securities, whichvarious classes of assets as follows between three and five years.

Long lived assets, including property and equipment, to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be availablerecoverable. 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 commercially reasonable terms, ifthe fair value of the asset. Long-lived assets to be disposed of are reported at all.the lower of carrying amount or fair value less cost to sell.

If such financing is not availableMaintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on satisfactory terms, we may be unable to continue our businessthe disposition included as desiredincome.

Property 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 thoseequipment stated at cost, less accumulated depreciation consisted of the holdersfollowing: 

Depreciation Expense

As of our common stock.January 31, 2022, the Company’s fixed asset have 0t yet been placed in service. Depreciation will begin on the date the assets are placed into service.

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 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 to Backenald Corp. a promissory note in the principal amount of $20,000,$20,000, bearing interest at the rate of 5%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 promissoryThis note at any time without penaltyis in default and shall be accompanied by payment of the accruedits 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%has been increased to 10%. As of JulyJanuary 31, 2016, and October 31, 20152022, accrued interest amounted to $1,225$11,651.

On February 23, 2017, the Company issued Travel Data Solutions a promissory note in the principal amount of $17,500, bearing interest at the rate of 8% per annum, compounded annually, and $175, respectively.maturing on the first anniversary of the date of issuance. This note is currently past due.in default. As of January 31, 2022, accrued interest amounted to $8,455.

On November 6, 2015,March 27, 2017, the Company issued Craigstone Ltd. a promissory note in the principal amount of $20,000,$12,465, bearing interest at the rate of 5%8% per annum, compounded annually, and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissoryThis 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%.is in default. As of JulyJanuary 31, 2016,2022, accrued interest amounted to $980. This note is currently past due.$5,663.

On March 22, 2016,May 16, 2017, the Company issued Craigstone Ltd.Travel Data Solutions a promissory note in the principal amount of $20,000,$4,500, bearing interest at the rate of 5%8% per annum, compounded annually, and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissoryThis 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%.is in default. As of JulyJanuary 31, 2016,2022, accrued interest amounted to $423.$1,976.

On July 28, 2017, we issued Backenald Trading Ltd. a promissory note in the principal amount of $20,000, bearing interest at the rate of 8% per annum, compounded annually, and maturing on the first anniversary of the date of issuance. This note is currently past due.

NOTE 6 – COMMON STOCK

On November 17, 2015 the Company, authorized a fifteen-for-one (15:1) forward stock splitin default. As 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 upJanuary 31, 2022, accrued interest amounted 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.$8,338.

NOTE 7– SUBSEQUENT EVENTS

On August 31, 2016,January 24, 2020, the Companycompany issued Success Zone Tech Ltd.a third party a promissory note in the principal amount of $100,000,$15,000, bearing interest at the rate of 8%10% per annum, and maturing on the first anniversaryApril 30, 2020. As of the date of issuance. The Company may prepay any or the entire outstandingJanuary 31, 2022, there is $0 and $1,155, principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest, respectively, due on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale.this note.

On February 23, 2017,March 24, 2020, the Companycompany issued Travel Data Solutionsa third party a promissory note in the principal amount of $17,500,$20,000, bearing interest at the rate of 8%10% per annum, and maturing on May 30, 2020. As of January 31, 2022, the first anniversary of the date of issuance. The Company may prepay any or the entire outstandingbalance due on this note for principal of the promissoryand interest is $5,000 and $3,475, respectively. This 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.is in default.

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,April 10, 2020, the Company issued Craigstone Ltd. a convertible promissory note to Device Corp., in the principal amount of $12,465,$49,328, bearing interest at the rate of 8%10% per annum, and maturing on the first anniversary of the date of issuance.April 10, 2021. 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 enteredis convertible 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 at $0.0001 per share. The note was issued pursuant to the terms of the Debt Purchase and assignment agreement between Tiger Trout Capital Puerto Rico LLC and Device Corp, whereby Device purchased from Tiger Trout debt in the amount of $49,328 plus any accrued interest. As of January 31, 2022, the balance due on this note is $0.

As of January 31, 2022, the Company from the Seller for $0.0001111 per share,was also indebted to another third party for a total of $10,000. Sadiq Shaikh$24,656. This note is non-interest bearing and currently past due and in default.

NOTE 6 – LOANS PAYABLE

YIC Acquisition assumed two loans that the Company still has. The first loan was an SBA loan with a balance of $1,056,807 and annual interest of 5.25%. The loan has votingmonthly payments and dispositive control overmatures March 13, 2026. The balance due on this loan as of January 31, 2022 October 31, 2021, is $697,091 and $735,502, respectively. The second loan is a line of credit with a balance of $814,297 and an annual interest rate of 4.25%. Payments on this line of credit are monthly. On December 24, 2021, $106,201.44 from a CD was applied to the Buyer. SimultaneouslyLine of Credit balance. The balance due on this loan as of January 31, 2022 and October 31, 2021 is $693,799 and $800,000, respectively.

On March 16, 2021, the Company received a Paycheck Protection Program loan under the CARES Act for $114,582 (the “PPP Loan”). The Paycheck Protection Program provides that the use of PPP Loan proceeds are limited to certain qualifying expenses and may be partially or wholly forgiven in accordance with the consummationrequirements set forth in the CARES Act. The Company has used the PPP Loan only for permitted uses, although no assurance can be given that the Company will obtain forgiveness of all or any portion of amounts due under the PPP Loan. If not forgiven the loan bears interest at 1% per annum and matures in five years. During year ended October 31, 2021, $34,582 of this loan was forgiven per the terms of the Stock Purchase Agreement, Tracy Fortner resigned asPPP loan. $80,000 remains unforgiven. The Company is working with the President and Chief Executive Officer and as a Board memberSBA on the forgiveness process on the remaining part of the loan.

NOTE 7 – RELATED PARTY TRANSACTIONS

During the three months ended January 31, 2022, a $5,500 payment was mistakenly made to a Company Sadiq Shaikh was appointed ascontrolled by Everett Dickson. The amount is to be repaid in the President, Chief Executive Officer and as a member ofsecond quarter.

During the Board of Directors ofthree months ended January 31, 2022, the Company and Deborah Englespaid Robert Bohorad, YICA’s Chief Operating Officer, $18,000 for compensation.

NOTE 8 – COMMON STOCK

During the three months ended January 31, 2022, the Company issued the 110,000,000 shares of common stock that was appointedsold in the prior period, but not yet issued as of October 31, 2021.

During the Secretary and Treasurerthree months ended January 31, 2022, the Company sold 120,000,000 shares of common stock at $0.0008, for total cash proceeds of $96,000.

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

On December 5, 2017,NOTE 9 – PREFERRED STOCK

Series A Preferred

The Company has designated Ten Million (10,000,000) shares of Preferred Stock the Company filedSeries A Convertible Preferred Stock with a Certificatepar and stated value of Amendment$0.001 per share. The holders of the Series A Convertible Preferred Stock are not entitled to itsreceive 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 Secretaryshares of StateCommon Stock and other voting securities of Nevada in orderthe 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 effectuate a 1-for-8 reverse stock splitbe 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 outstanding common stock with fractional shares being rounded upproportionate share of the 66 2/3% which is allocated 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 OTC marketplace.

On December 6, 2017, the Company amended its Articles of Incorporation to authorize the issuance of 10 million (10,000,000)outstanding 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 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. 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 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 January 31, 2022, there are 5,000,000 shares of Series A preferred stock owned by the CEO.

As of January 31, 2022, the Company amended its Articles of Incorporation to increase its authorized capitalhas preferred stock to be 510 million (510,000,000)issued in the amount of $398,522. As of January 31, 2022, the preferred Series A can be converted at $0.0004 per share, into 996,305,000 shares consisting of 500 million (500,000,000)common stock. As of the balance sheet date and the date of this report, these shares have not been issued to the Purchaser. S99-3A(2) ASR 268 requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder, or (3) upon the occurrence of an event that is not solely within the control of the issuer. Given that there is an unknown amount of preferred shares to be issued, cash has been repaid and the preferred shares are convertible at the option of the holder, the Company determined that mezzanine treatment appears appropriate. As such, the Company feels these securities should be classified as Mezzanine equity until they are fully issued. 

Series B Preferred

The Series B preferred stock is convertible into shares of common stock par value $0.001 per share, and 10 million (10,000,000) sharesat the option of “blank check” preferred stock, par value $0.001 per share.the holder at a 35% discount to the lowest closing price for the thirty days prior to conversion.

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,August 21, 2020, the Company may waiveentered into a Stock Purchased Agreement with Kanno Group Holdings II Ltd.(“KGH”), in which KGH purchased $3,000 of Series B Preferred Stock. The Company rescinded its agreement with KGH, agreeing to return the minimum purchase requirement on a case-by-case basis at$3,000 it had received for the Company's sole discretionpreferred stock.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

On June 18, 2019,January 20, 2022, the companyCompany entered into a Secured Creditor Asset Sale and PurchaseService Agreement with Mid Penn Bank (“Creditor”) and Yuengling’s Ice Cream (“Debtor”).Desmond Partners, LLC for consulting services to be provided. The Company agreed to purchase certain assetsagreement is effective on February 1, 2022 for an initial term of Yuengling’s Ice Cream and to assume certain liabilities of Debtor. The Company, for good and valuable consideration assumedthree months. Per 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 profitsterms of the businessagreement the consultant will receive a fee of selling ice cream$10,000 per month 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 debt5% equity in the total amount of $1,889,012.Company.

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.NOTE 11 – SUBSEQUENT EVENTS

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’sSFAS 165 (ASC 855-10) management has reviewed all materialperformed an evaluation of subsequent events through the date that the financialsfinancial statements were available to be issued and there are no additionalhas determined that it does not have any material subsequent events to reportdisclose in these financial statements other those reported above.than the following.

In January 2022, the company signed a non-binding Letter of Intent to acquire a production facility. The Company expects the transaction to close in April 2022.

In February 2022, the Company signed a binding Letter of Intent to acquire Revolution Desserts (“Revolution”). Revolution owns or licenses the Gelato Fiasco, Sweet Scoops, Art Cream, and SoCo Creamery brands. Revolution was founded by Robert Carlson and Luciano Alves. Mr. Carlson and Charles Green run the day-to-day operations of the company. The Company expects the transaction to close in March 2022. Per the terms of the agreement, the Company has paid Revolution $80,000 and will issue a promissory note in the amount of $235,000 payable within 120 days following the closing. Furthermore, Seller shall receive preferred stock convertible into 23% of the issued and outstanding common stock. Additional cash and stock may be awarded provided the Company achieves certain mutually agreed upon milestones set forth in the Definitive Agreement.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSPLAN OF OPERATIONSOPERATIONS.

Forward-looking Statements

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

The following informationdiscussion should be read in conjunction with ourthe financial statements and relatedthe notes thereto which are included in Part I, Item 1, above.

Forward Looking Statements

Certain matters discussed herein are forward-looking statements. Suchthis quarterly report. This discussion contains forward-looking statements contained in this Form 10-Qthat involve risks, uncertainties and uncertainties, including statements as to:

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 describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could causeassumptions. Our actual results tomay differ materiallysubstantially from those anticipated. Shareholders, potential investors and other readers are urged to consider these factorsanticipated in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. Theany forward-looking statements included herein are only madein this discussion as a result of the date of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.various factors.

Executive Overview

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

We are a food brand development company that builds and represents popular food concepts throughout the United States as well asand 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 havewith great potential. All of ourOur brands will be unique in nature as we focus on niche markets that are still in need of developing.development.

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

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

In January 2022, the company signed a non-binding Letter of Intent to acquire a production facility. The Company expects the transaction to close in April, 2022.

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

Results of Operation forOperations

The three months ended January 31, 2022 compared to the Three Months Ended Julythree months ended January 31, 2016 and 20152021

Operating ExpensesRevenue
We had $0 in revenue for the three months ended January 31, 2022, compared to $3,386 for the three months ended January 31, 2021. The decrease in revenue is due to a loss in retail food service customers.

Cost of Goods Sold

We incurred $0 in costs of goods sold for the three months ended January 31, 2022, compared to $32,451 for the three months ended January 31, 2021. In the prior period we had large a write down of our inventory due to expired or goods sold below cost.

General and administrative expenses

We had $37,624 of general and administrative expenses (“G&A”) for the three months ended January 31, 2022, compared to $33,915 for the three months ended January 31, 2021, an increase of $3,709 or 10.9%. The increase is primarily due to increased consulting expense during the current period

Professional fees

We incurred $43,803 of professional fees for the three months ended January 31, 2022, compared to $49,750 for the three months ended January 31, 2021, a decrease of $5,947 or 11.9%. Professional fees generally consist of audit, legal, accounting and investor relation service fees. The decrease is primarily due to a decrease in investor relation expense.

Other income (expense)

For the three months ended JulyJanuary 31, 20162022, we had $26,462total other expense of general and administrative expense$20,358, compared to $6,062total other expense of $41,208 for the three months ended JulyJanuary 31, 2015, an increase of $20,400, 336.5%. The increase in2021. In the current period is attributed towe incurred $20,532 of interest expense and $174 of interest income. In the prior period we recognized a gain on the sale of an increase in consulting, legalasset of $1,000, a loss on conversion of debt of $26,000 and other professional fees.

Other expense

For the three months ended July 31, 2016, we had interest expense of $1,210, from newly issued debt, compared to $0$16,208.

Net loss

We incurred a net loss of $119,785 for the three months ended JulyJanuary 31, 2015.

Net loss

For the three months ended July 31, 2016, the Company had a net loss of $27,672 as2022, compared to a net loss of $6,062 in the prior period.

Results of Operation$159,938 for the Nine Months Ended July 31, 2016 and 2015

Operating Expenses

For the ninethree months ended JulyJanuary 31, 2016 we had $62,294 of general and administrative expense compared to $32,297 for the nine months ended July 31, 2015, an 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 nine months ended July 31, 2016, we had interest expense of $2,906, from newly issued debt, compared to $0 for the nine months ended July 31, 2015.

Net loss

For the nine months ended July 31, 2016, the Company had a net loss of $65,200 as compared to a net loss of $32,297 in the prior period.2021.

Liquidity and Capital Resources

As reflectedCash flow from operations

Cash used in operating activities for the accompanying financial statements, the Company has an accumulated deficitthree months ended January 31, 2022 was $127,854 compared to $121,837 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 ninethree months ended JulyJanuary 31, 2016.2021.

Cash Flows from Investing

We neither received nor used cash in for investing activities for the three months ended January 31, 2022. We received $1,000 in the prior period from the sale of a piece of equipment.

Cash Flows from Financing

For the three months ended January 31, 2022, $100,940 was used by financing activities. We received $96,000 from proceeds from the sale of common stock. We repaid $51,411 on our notes payable and $106,201 towards our LOC. For the three months ended January 31, 2021, we netted $119,338 from financing activities, mostly from $134,000 from the sale of preferred stock. We made repayments of $17,262 of notes payable.

Going Concern

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

We received $40,040have suffered recurring losses from financing activities foroperations and have not yet generated any revenue. As a result of these and other factors, our independent auditor has expressed substantial doubt about our ability to continue as a going concern. Our future success and viability, therefore, are dependent upon our ability to generate capital financing. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon us and our shareholders.

Management’s plans with regard to these matters encompass the nine months ended July 31, 2016, comparedfollowing actions: (i) obtaining funding from new investors to $2,251 foralleviate our working capital deficiency, and (ii) implementing our plan of operation to generate sales. Our continued existence is dependent upon our ability to resolve our liquidity problems and increase profitability in our business operations. However, the nine months ended July 31, 2015.outcome of management’s plans cannot be ascertained with any degree of certainty. Our financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Estimates and Policies

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

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

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

Off-Balance Sheet Arrangements

We have not 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 and would be considered material to investors.

Recent Accounting Pronouncements

The Company has implemented all newWe have reviewed other recently issued accounting pronouncements and plan to adopt those that are in effect. Theseapplicable to us. We do not expect the adoption of any other pronouncements did notto have any materialan impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position orour results of operations.operations or financial position.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKRISK.

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintainEach of our principal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, (asas defined in Rules 13a-15(e)13a - 15(e) and 15d-15(e) of15d - 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on thattheir evaluation, theyeach such person concluded that our disclosure controls and procedures were not effective for the quarterly period ended Julyas of January 31, 2016.2022.

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

· lack

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

· lack of segregation of duties

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

Changes in Internal ControlsControl over Financial Reporting.

Our management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officermanagement concluded that there has been no change occurred in the Company'sour internal controlscontrol over financial reporting during the quarter ended July 31, 2016,relevant period that has materially affected, or is reasonably likely to materially affect, the Company'sour internal controlscontrol over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.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; however, due to the current circumstance we have chosen to include the following risk factor.Item.

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

None.During the three months ended January 31, 2022, the Company issued the 110,000,000 shares of common stock that was sold in the prior period, but not yet issued as of October 31, 2021.

During the three months ended January 31, 2022, the Company sold 120,000,000 shares of common stock at $0.0008, for total cash proceeds of $96,000.

For each of the above-referenced issuances, the Company relied upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) promulgated thereunder due to the fact that each was an isolated issuance to an accredited investor and did not involve a public offering of securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.None

ITEM 4. MININGMINE SAFETY DISCLOSURES

Not applicable.applicable

ITEM 5. OTHER INFORMATION.INFORMATION

None

ITEM 6. EXHIBITS

(a) Documents furnished as exhibits hereto:

SIGNATURES

In accordance withPursuant to the requirements of the Securities Exchange Act of 1934, the Registrantregistrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.