Cover
Cover - shares | 6 Months Ended | |
Apr. 30, 2021 | Jul. 13, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Apr. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --10-31 | |
Entity File Number | 000-55398 | |
Entity Registrant Name | Aureus, Inc. | |
Entity Central Index Key | 0001624517 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,260,180,555 | |
Entity incorporation state | NV |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Apr. 30, 2021 | Oct. 31, 2020 |
Current Assets: | ||
Cash | $ 112,530 | $ 112,234 |
Inventory | 151,173 | 202,724 |
Accounts receivable | 5,438 | 5,587 |
Total Current Assets | 269,141 | 320,545 |
Other Assets: | ||
Property and equipment, net | 30,300 | 30,300 |
Total Assets | 299,441 | 350,845 |
Current Liabilities: | ||
Accounts payable | 173,985 | 201,290 |
Accrued interest | 50,108 | 54,101 |
Due to related party | 4,250 | 0 |
Notes payable | 167,121 | 179,871 |
Loans payable | 191,206 | 974,729 |
Line of credit | 764,000 | 800,000 |
Total Current Liabilities | 1,350,670 | 2,209,991 |
Loans payable, net of current portion | 814,107 | 0 |
Line of credit, net of current portion | 36,000 | 0 |
Total Liabilities | 2,200,777 | 2,209,991 |
Commitments and contingencies | ||
Stockholders' Deficit: | ||
Preferred stock: par value $0.001; 10,000,000 shares authorized, 5,000,000 and 5,000,000 shares issued and outstanding, respectively | 5,000 | 5,000 |
Common stock: $0.001 par value; 1,500,000,000 shares authorized; 1,260,180,555 and 810,180,555 shares issued and outstanding, respectively | 1,260,181 | 810,181 |
Discount to common stock | (801,917) | (396,917) |
Preferred stock to be issued | 457,850 | 269,250 |
Common stock to be issued | 12,500 | 12,500 |
Additional paid in capital | 389,161 | 389,161 |
Accumulated deficit | (3,224,111) | (2,948,321) |
Total Stockholders' Deficit | (1,901,336) | (1,859,146) |
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT | $ 299,441 | $ 350,845 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Apr. 30, 2021 | Oct. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ .001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Common stock, par value | $ .001 | $ 0.001 |
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 1,260,180,555 | 810,180,555 |
Common stock, shares outstanding | 1,260,180,555 | 810,180,555 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 230 | $ 27,367 | $ 3,616 | $ 53,097 |
Cost of goods sold | 20,600 | 16,267 | 53,051 | 39,781 |
Gross margin | (20,370) | 11,100 | (49,435) | 13,316 |
Operating Expenses: | ||||
General and administrative expenses | 16,366 | 105,372 | 90,031 | 158,830 |
Consulting - related party | 80,000 | 0 | 85,000 | 0 |
Professional fees | 19,200 | 5,600 | 24,200 | 18,100 |
Total operating expenses | 115,566 | 110,972 | 199,231 | 176,930 |
Loss from operations | (135,936) | (99,872) | (248,666) | (163,614) |
Other income (expense): | ||||
Interest expense | (19,824) | (50,308) | (36,032) | (78,348) |
Interest income | 372 | 1,037 | 372 | 1,037 |
Gain on disposal of fixed assets | 0 | 0 | 1,000 | 0 |
Gain on forgiveness of debt | 33,536 | 0 | 33,536 | 0 |
Loss on conversion of debt | 0 | 0 | (26,000) | (14,708) |
Total other expense | 14,084 | (49,271) | (27,124) | (92,019) |
Net loss | $ (121,852) | $ (149,143) | $ (275,790) | $ (255,633) |
Basic and diluted loss per share | $ 0 | $ 0 | $ 0 | $ 0 |
Basic and diluted weighted average shares | 1,160,180,555 | 326,546,296 | 1,076,725,058 | 284,514,957 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) | Common Stock | Discount to Common Stock | Preferred Stock | Additional Paid-In Capital | Preferred Stock To Be Issued | Common Stock To Be Issued | Retained Earnings / Accumulated Deficit | Total |
Beginning balance, shares at Oct. 31, 2019 | 214,750,000 | 5,000,000 | ||||||
Beginning balance, value at Oct. 31, 2019 | $ 214,750 | $ 0 | $ 5,000 | $ 216,100 | $ 153,800 | $ 0 | $ (2,675,433) | $ (2,085,783) |
Stock issued for conversion of debt, shares | 35,000,000 | |||||||
Stock issued for conversion of debt, value | $ 35,000 | (17,500) | 17,500 | |||||
Stock issued for cash, shares | 13,888,889 | |||||||
Stock issued for cash, value | $ 13,889 | 36,111 | (19,800) | 27,500 | 57,700 | |||
Net loss | 56,757 | 56,757 | ||||||
Ending balance, shares at Jan. 31, 2020 | 263,638,889 | 5,000,000 | ||||||
Ending balance, value at Jan. 31, 2020 | $ 263,639 | (17,500) | $ 5,000 | 252,211 | 134,000 | 27,500 | (2,618,676) | (1,953,826) |
Beginning balance, shares at Oct. 31, 2019 | 214,750,000 | 5,000,000 | ||||||
Beginning balance, value at Oct. 31, 2019 | $ 214,750 | 0 | $ 5,000 | 216,100 | 153,800 | 0 | (2,675,433) | (2,085,783) |
Net loss | (255,633) | |||||||
Ending balance, shares at Apr. 30, 2020 | 515,180,555 | 5,000,000 | ||||||
Ending balance, value at Apr. 30, 2020 | $ 515,181 | (17,500) | $ 5,000 | 135,144 | 132,550 | 12,500 | (2,767,819) | (1,984,944) |
Beginning balance, shares at Oct. 31, 2019 | 214,750,000 | 5,000,000 | ||||||
Beginning balance, value at Oct. 31, 2019 | $ 214,750 | 0 | $ 5,000 | 216,100 | 153,800 | 0 | (2,675,433) | (2,085,783) |
Ending balance, shares at Oct. 31, 2020 | 810,180,555 | 5,000,000 | ||||||
Ending balance, value at Oct. 31, 2020 | $ 810,181 | (396,917) | $ 5,000 | 389,161 | 269,250 | 12,500 | (2,948,321) | (1,859,146) |
Beginning balance, shares at Jan. 31, 2020 | 263,638,889 | 5,000,000 | ||||||
Beginning balance, value at Jan. 31, 2020 | $ 263,639 | (17,500) | $ 5,000 | 252,211 | 134,000 | 27,500 | (2,618,676) | (1,953,826) |
Stock issued for conversion of debt, shares | 147,375,000 | |||||||
Stock issued for conversion of debt, value | $ 147,375 | (117,900) | 29,475 | |||||
Stock issued for cash, shares | 4,166,666 | |||||||
Stock issued for cash, value | $ 4,167 | 10,833 | (1,450) | (15,000) | (1,420) | |||
Stock issued to subsidiary, shares | 100,000,000 | |||||||
Stock issued to subsidiary, value | $ 100,000 | (10,000) | 90,000 | |||||
Net loss | (149,143) | (149,143) | ||||||
Ending balance, shares at Apr. 30, 2020 | 515,180,555 | 5,000,000 | ||||||
Ending balance, value at Apr. 30, 2020 | $ 515,181 | (17,500) | $ 5,000 | 135,144 | 132,550 | 12,500 | (2,767,819) | (1,984,944) |
Beginning balance, shares at Oct. 31, 2020 | 810,180,555 | 5,000,000 | ||||||
Beginning balance, value at Oct. 31, 2020 | $ 810,181 | (396,917) | $ 5,000 | 389,161 | $ 269,250 | 12,500 | (2,948,321) | (1,859,146) |
Stock issued for conversion of debt, shares | 350,000,000 | |||||||
Stock issued for conversion of debt, value | $ 350,000 | (315,000) | $ 35,000 | |||||
Stock issued for cash, shares | 134,000 | 134,000 | ||||||
Net loss | (153,938) | $ (153,938) | ||||||
Ending balance, shares at Jan. 31, 2021 | 1,160,180,555 | 5,000,000 | ||||||
Ending balance, value at Jan. 31, 2021 | $ 1,160,181 | (711,917) | $ 5,000 | 389,161 | $ 403,250 | 12,500 | (3,102,259) | (1,844,084) |
Beginning balance, shares at Oct. 31, 2020 | 810,180,555 | 5,000,000 | ||||||
Beginning balance, value at Oct. 31, 2020 | $ 810,181 | (396,917) | $ 5,000 | 389,161 | 269,250 | 12,500 | (2,948,321) | (1,859,146) |
Net loss | (275,790) | |||||||
Ending balance, shares at Apr. 30, 2021 | 1,260,180,555 | 5,000,000 | ||||||
Ending balance, value at Apr. 30, 2021 | $ 1,260,181 | (801,917) | $ 5,000 | 389,161 | 457,850 | 12,500 | (3,224,111) | (1,901,336) |
Beginning balance, shares at Jan. 31, 2021 | 1,160,180,555 | 5,000,000 | ||||||
Beginning balance, value at Jan. 31, 2021 | $ 1,160,181 | (711,917) | $ 5,000 | 389,161 | 403,250 | 12,500 | (3,102,259) | (1,844,084) |
Stock issued for conversion of debt, shares | 100,000,000 | |||||||
Stock issued for conversion of debt, value | $ 100,000 | (90,000) | 10,000 | |||||
Stock issued for cash, value | 54,600 | 54,600 | ||||||
Net loss | (121,852) | (121,852) | ||||||
Ending balance, shares at Apr. 30, 2021 | 1,260,180,555 | 5,000,000 | ||||||
Ending balance, value at Apr. 30, 2021 | $ 1,260,181 | $ (801,917) | $ 5,000 | $ 389,161 | $ 457,850 | $ 12,500 | $ (3,224,111) | $ (1,901,336) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (275,790) | $ (255,633) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss (gain) on extinguishment of debt | 26,000 | 0 |
Loss on disposal of fixed assets | 0 | 14,708 |
Gain on sale of fixed asset | (1,000) | 0 |
Stock issued to subsidiary | 0 | 90,000 |
Changes in assets and liabilities: | ||
Accounts receivable | 148 | 2,121 |
Inventory | 51,551 | 40,027 |
Accounts payable | (27,305) | 10,345 |
Accrued liabilities | 7,258 | 10,609 |
Net cash used in operating activities | (219,138) | (87,823) |
Cash flows from investing activities: | ||
Proceeds from the sales of property and equipment | 1,000 | 0 |
Net cash provided by investing activities | 1,000 | 0 |
Cash flows from financing activities: | ||
Proceeds from notes payable | 30,584 | 35,000 |
Net payments (proceeds) from the sale of preferred stock | 188,600 | (21,250) |
Sale of common stock | 0 | 77,500 |
Payments on notes payable | (5,000) | (72,128) |
Proceeds / (payments) - related party loan | 4,250 | (200) |
Net cash provided by financing activities | 218,434 | 18,922 |
Net decrease cash | 296 | (68,901) |
Cash, beginning of period | 112,234 | 173,288 |
Cash, end of period | 112,530 | 104,387 |
Cash paid during the period for: | ||
Interest | 0 | 0 |
Income taxes | $ 0 | $ 0 |
1. Organization and Business
1. Organization and Business | 6 Months Ended |
Apr. 30, 2021 | |
Accounting Policies [Abstract] | |
Organization and Business | NOTE 1 – ORGANIZATION AND BUSINESS 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. We are a food brand development company that builds and represents popular food concepts throughout the United States and international markets. Management is highly experienced at business integration and re-branding potential. With little territory available for the older brands, we intend to bring to our customers fresh innovative brands that have great potential. All of our brands will be unique in nature as we focus on niche markets that are still in need of development. We operate two lines of business. Through our subsidiary, YIC Acquisitions Corp. (“ YICA AMM |
2. Significant Accounting Polic
2. Significant Accounting Policies | 6 Months Ended |
Apr. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending October 31, 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company’s financial statements for the year ended October 31, 2020. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. Restricted Cash The Company has an obligation to transfer $50,000 to Mid Penn Bank as security pursuant to the Agreement of Sale and Security Agreement with Mid Penn Bank and Yuengling Ice Cream Corp, by September 30, 2021. If the funds are not transferred by September 30, 2021, the Bank has option to call the loan and to require the Company to pay any attorney’s fees incurred. Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the condensed consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations. |
3. Going Concern
3. Going Concern | 6 Months Ended |
Apr. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3 – GOING CONCERN The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $3,224,111, had a net loss of $275,790, and net cash used in operating activities of $219,138 for the six months ended April 30, 2021. The Company’s ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. |
4. Property and Equipment
4. Property and Equipment | 6 Months Ended |
Apr. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4 - PROPERTY & EQUIPMENT Property and Equipment are first recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of assets as follows between three and five years. Long lived assets, including property and equipment, to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income. Property and equipment stated at cost, less accumulated depreciation consisted of the following: April 30, October 31, Automobile $ – $ – Property and equipment 30,300 30,300 Less: accumulated depreciation – – Property and equipment, net $ 30,300 $ 30,300 Depreciation Expense Depreciation expense for the six months ended April 30, 2021 and fiscal year ended October 31, 2020 was $0 and $0, respectively. As of April 30, 2021, the Company’s fixed asset have not yet been placed in service. Depreciation will begin on the date the assets are placed into service. |
5. Notes Payable
5. Notes Payable | 6 Months Ended |
Apr. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 5 – NOTES PAYABLE On September 9, 2015, the Company issued to Backenald Corp. a promissory note in the principal amount of $20,000, bearing interest at the rate of 5% per annum and maturing on the first anniversary of the date of issuance. This note is in default and its interest rate has been increased to 10%. As of April 30, 2021, accrued interest amounted to $10,142. On August 31, 2016, the Company issued Success Zone Tech Ltd. a promissory note in the principal amount of $100,000, bearing interest at the rate of 8% per annum, compounded annually, and maturing on the first anniversary of the date of issuance. On January 7, 2019, this note was purchased by and assigned to Device Corp. This note has been fully converted as of April 30, 2021. On February 23, 2017, the Company issued Travel Data Solutions a promissory note in the principal amount of $17,500, bearing interest at the rate of 8% per annum, compounded annually, and maturing on the first anniversary of the date of issuance. This note is in default. As of April 30, 2021, accrued interest amounted to $6,996. On March 27, 2017, the Company issued Craigstone Ltd. a promissory note in the principal amount of $12,465, bearing interest at the rate of 8% per annum, compounded annually, and maturing on the first anniversary of the date of issuance. This note is in default. As of April 30, 2021, accrued interest amounted to $4,643. On May 16, 2017, the Company issued Travel Data Solutions a promissory note in the principal amount of $4,500, bearing interest at the rate of 8% per annum, compounded annually, and maturing on the first anniversary of the date of issuance. This note is in default. As of April 30, 2021, accrued interest amounted to $1,612. On July 28, 2017, we issued Backenald Trading Ltd. a promissory note in the principal amount of $20,000, bearing interest at the rate of 8% per annum, compounded annually, and maturing on the first anniversary of the date of issuance. This note is in default. As of April 30, 2021, accrued interest amounted to $6,745. On January 24, 2020, the company issued a third party a promissory note in the principal amount of $15,000, bearing interest at the rate of 10% per annum, and maturing on April 30, 2020. As of April 30, 2021, there is $0 and $1,655, principal and interest, respectively, due on this note. This note is currently in default. On March 24, 2020, the company issued a third party a promissory note in the principal amount of $20,000, bearing interest at the rate of 10% per annum, and maturing on May 30, 2020. As of April 30, 2021, the balance due on this note for principal and interest is $20,000 and $2,219, respectively. This note is in default. On April 10, 2020, the Company issued a convertible promissory note to Device Corp., in the principal amount of $49,328, bearing interest at the rate of 10% per annum, and maturing on April 10, 2021. The note is convertible into shares of common stock at $0.0001 per share. The note was issued pursuant to the terms of the Debt Purchase and assignment agreement between Tiger Trout Capital Puerto Rico LLC and Device Corp, whereby Device purchased from Tiger Trout debt in the amount of $49,328 plus any accrued interest. During the six months ended April 30, 2021, Device Corp converted $7,000 of principal into 100,000,000 shares of common stock. As of April 30, 2021, the Company was also indebted to two other third parties for a total of $39,656, These notes are non-interest bearing and are currently past due and in default. |
6. Loans Payable
6. Loans Payable | 6 Months Ended |
Apr. 30, 2021 | |
Debt Disclosure [Abstract] | |
Loans Payable | 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 monthly payments and matures March 13, 2026. The balance due on this loan as of April 30, 2021 and October 31, 2020 is $807,431 and $891,429, respectively. The second loan is a line of credit with a balance of $814,297 and an annual interest rate of 4.25%. Payment on this line of credit are monthly. The balance due on this loan as of April 30, 2021 and October 31, 2020 is $800,000 and $800,000, respectively. As of April 30, 2021, the balance on the Company’s SBA loan is $807,431. During the year ended October 31, 2020, the Mid Penn Bank made several of the Company’s loan payments as part of the CARES Act. This amount has been recognized as a gain on forgiveness of debt of $68,436. On August 31, 2020, the Company received a Paycheck Protection Program loan under the CARES Act for $83,300 (the “PPP Loan”). The Paycheck Protection Program provides that the use of PPP Loan proceeds are limited to certain qualifying expenses and may be partially or wholly forgiven in accordance with the requirements set forth in the CARES Act. The Company currently intends to use the PPP Loan 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. On March 16, 2021, the Company received a Paycheck Protection Program loan under the CARES Act for $114,582 (the “PPP Loan”). The Paycheck Protection Program provides that the use of PPP Loan proceeds are limited to certain qualifying expenses and may be partially or wholly forgiven in accordance with the requirements set forth in the CARES Act. The Company currently intends to use the PPP Loan 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. |
7. Related Party Transactions
7. Related Party Transactions | 6 Months Ended |
Apr. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7 – RELATED PARTY TRANSACTIONS As of April 30, 2021 and October 31, 2020 the Company owes its officers $4,250 and $0, respectively, for cash advances to pay for operating expenses. During the six months ended April 30, 2021, the Company paid Everett Dickson, CEO, $40,000 for compensation. During the six months ended April 30, 2021, the Company paid Robert Bohorad, YICA’s Chief Operating Officer, $45,000 for compensation. |
8. Common Stock
8. Common Stock | 6 Months Ended |
Apr. 30, 2021 | |
Equity [Abstract] | |
Common Stock | NOTE 8 – COMMON STOCK On December 10, 2020, the Company amended its Articles of Incorporation increased its authorized common stock to 1.5 billion (1,500,000,000) shares. During the year ended October 31, 2020 , the Company sold 21,527,777 shares of common stock for cash proceeds of $77,500. 3,472,222 of the shares have not yet been issued by the transfer agent. During the year ended October 31, 2020 , the Company issued 477,375,000 shares of common stock for conversion of $100,958 of principal and interest. During the six months ended April 30, 2021 , the Company issued 450,000,000 shares of common stock for conversion of $45,000 of principal and interest. |
9. Preferred Stock
9. Preferred Stock | 6 Months Ended |
Apr. 30, 2021 | |
Equity [Abstract] | |
Preferred Stock | NOTE 9 – PREFERRED STOCK Series A Preferred The Company has designated Ten Million (10,000,000) shares of Preferred Stock the Series A Convertible Preferred Stock with a par and stated value of $0.001 per share. The holders of the Series A Convertible Preferred Stock are not entitled to receive any dividends. Except as otherwise required by law or by the Articles of Incorporation and except as set forth below, the outstanding shares of Series A Convertible Preferred Stock shall vote together with the shares of Common Stock and other voting securities of the Corporation as a single class and, regardless of the number of shares of Series A Convertible Preferred Stock outstanding and as long as at least one of such shares of Series A Convertible Preferred Stock is outstanding shall represent Sixty Six and Two Thirds Percent (66 2/3%) of all votes entitled to be voted at any annual or special meeting of shareholders of the Corporation or action by written consent of shareholders. Each outstanding share of the Series A Convertible Preferred Stock shall represent its proportionate share of the 66 2/3% which is allocated to the outstanding shares of Series A Convertible Preferred Stock. The entirety of the shares of Series A Convertible Preferred Stock outstanding as such time shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into two thirds of the after conversion outstanding fully paid and non-assessable shares of Common Stock. Each individual share of Series A Convertible Preferred Stock shall be convertible into Common Stock at a ratio determined by dividing the number of shares of Series A Convertible Stock to be converted by the number of shares of outstanding pre-conversion Series A Convertible Preferred Stock. Such initial Conversion Ratio, and the rate at which shares of Series A Convertible Preferred Stock may be converted into shares of Common Stock. As of April 30, 2021, there are 5,000,000 shares of Series A preferred stock owned by the CEO. As of April 30, 2021 and October 31, 2020, the Company has preferred stock to be issued in the amount of $457,850 and $269,250, respectively. Series B Preferred The Series B preferred stock is convertible into shares of common stock at the option of the holder at a 35% discount to the lowest closing price for the thirty days prior to conversion. On August 21, 2020, the Company entered into a Stock Purchased Agreement with Kanno Group Holdings II Ltd.(“KGH”), in which KGH purchased $3,000 of Series B Preferred Stock. The shares have not yet been issued and are disclosed as preferred stock to be issued. |
10. Subsequent Events
10. Subsequent Events | 6 Months Ended |
Apr. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 – SUBSEQUENT EVENTS In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the following. Subsequent to April 30, 2021 , the Company rescinded its agreement with KGH, returning the $3,000 it had received for the preferred stock. |
2. Significant Accounting Pol_2
2. Significant Accounting Policies (Policies) | 6 Months Ended |
Apr. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending October 31, 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company’s financial statements for the year ended October 31, 2020. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires |
Concentrations of Credit Risk | Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. |
Restricted Cash | Restricted Cash The Company has an obligation to transfer $50,000 to Mid Penn Bank as security pursuant to the Agreement of Sale and Security Agreement with Mid Penn Bank and Yuengling Ice Cream Corp, by September 30, 2021. If the funds are not transferred by September 30, 2021, the Bank has option to call the loan and to require the Company to pay any attorney’s fees incurred. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the condensed consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations. |
4. Property and Equipment (Tabl
4. Property and Equipment (Tables) | 6 Months Ended |
Apr. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | April 30, October 31, Automobile $ – $ – Property and equipment 30,300 30,300 Less: accumulated depreciation – – Property and equipment, net $ 30,300 $ 30,300 |
2. Significant Accounting Pol_3
2. Significant Accounting Policies (Details Narrative) | Apr. 30, 2021USD ($) |
Accounting Policies [Abstract] | |
Restricted cash | $ 50,000 |
3. Going Concern (Details Narra
3. Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Apr. 30, 2021 | Jan. 31, 2021 | Apr. 30, 2020 | Jan. 31, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | Oct. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Accumulated deficit | $ (3,224,111) | $ (3,224,111) | $ (2,948,321) | ||||
Net loss | $ (121,852) | $ (153,938) | $ (149,143) | $ 56,757 | (275,790) | $ (255,633) | |
Net cash used in operating activities | $ (219,138) | $ (87,823) |
4. Property and Equipment (Deta
4. Property and Equipment (Details) - USD ($) | Apr. 30, 2021 | Oct. 31, 2020 |
Less: accumulated deficit | $ 0 | $ 0 |
Property and equipment, net | 30,300 | 30,300 |
Automobiles [Member] | ||
Property and equipment, gross | 0 | 0 |
Property and Equipment [Member] | ||
Property and equipment, gross | $ 30,300 | $ 30,300 |
4. Property and Equipment (De_2
4. Property and Equipment (Details Narrative) | 6 Months Ended |
Apr. 30, 2021USD ($) | |
Property, Plant and Equipment [Abstract] | |
Depreciation expense | $ 0 |
5. Notes Payable (Details Narra
5. Notes Payable (Details Narrative) | 6 Months Ended |
Apr. 30, 2021USD ($)shares | |
Note Payable 1 [Member] | |
Debt issuance date | Sep. 9, 2015 |
Debt face amount | $ 20,000 |
Accrued interest | 10,142 |
Note payable balance | $ 20,000 |
Note Payable 2 [Member] | |
Debt issuance date | Aug. 31, 2016 |
Debt face amount | $ 100,000 |
Debt stated interest rate | 8.00% |
Accrued interest | $ 0 |
Note payable balance | $ 0 |
Note Payable 3 [Member] | |
Debt issuance date | Mar. 23, 2017 |
Debt face amount | $ 17,500 |
Debt stated interest rate | 8.00% |
Accrued interest | $ 6,996 |
Note payable balance | $ 17,500 |
Note Payable 4 [Member] | |
Debt issuance date | Mar. 27, 2017 |
Debt face amount | $ 12,465 |
Debt stated interest rate | 8.00% |
Accrued interest | $ 4,643 |
Note payable balance | $ 12,465 |
Note Payable 5 [Member] | |
Debt issuance date | May 16, 2017 |
Debt face amount | $ 4,500 |
Debt stated interest rate | 8.00% |
Accrued interest | $ 1,612 |
Note payable balance | $ 4,500 |
Note Payable 6 [Member] | |
Debt issuance date | Jul. 28, 2017 |
Debt face amount | $ 20,000 |
Debt stated interest rate | 8.00% |
Accrued interest | $ 6,745 |
Note payable balance | $ 20,000 |
Note Payable 7 [Member] | |
Debt issuance date | Jan. 24, 2020 |
Debt face amount | $ 15,000 |
Debt stated interest rate | 10.00% |
Accrued interest | $ 1,665 |
Note payable balance | $ 0 |
Note Payable 8 [Member] | |
Debt issuance date | Mar. 24, 2020 |
Debt face amount | $ 20,000 |
Debt stated interest rate | 10.00% |
Accrued interest | $ 2,219 |
Note payable balance | $ 20,000 |
Note Payable 9 [Member] | |
Debt issuance date | Apr. 10, 2020 |
Debt face amount | $ 49,328 |
Debt stated interest rate | 10.00% |
Debt converted, amount converted | $ 7,000 |
Debt converted, shares issued | shares | 100,000,000 |
Note Payable 10 [Member] | |
Note payable balance | $ 39,656 |
6. Loans Payable (Details Narra
6. Loans Payable (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | Oct. 31, 2020 | |
Gain on forgiveness of debt | $ 33,536 | $ 0 | $ 33,536 | $ 0 | |
Line Of Credit [Member] | |||||
Debt face amount | 814,297 | 814,297 | |||
Line of credit | 800,000 | $ 800,000 | $ 800,000 | ||
Line of credit interest rate | 4.25% | ||||
SBA Loan [Member] | |||||
Debt face amount | $ 1,056,807 | $ 1,056,807 | |||
Debt stated interest rate | 5.25% | 5.25% | |||
Loans payable | $ 807,431 | $ 807,431 | 891,429 | ||
Debt maturity date | Mar. 13, 2026 | ||||
Gain on forgiveness of debt | $ 68,436 | ||||
PPP Loan [Member] | |||||
Debt face amount | $ 114,582 | $ 114,582 | |||
Debt stated interest rate | 1.00% | 1.00% | |||
Debt maturity date | Mar. 16, 2026 |
7. Related Party Transactions (
7. Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | |
Apr. 30, 2021 | Oct. 31, 2020 | |
Due to related parties | $ 4,250 | $ 0 |
Everett Dickson [Member] | ||
Officer compensation | 40,000 | |
Robert Bohorad [Member] | ||
Officer compensation | $ 45,000 |
8. Common Stock (Details Narrat
8. Common Stock (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jan. 31, 2021 | Apr. 30, 2021 | Apr. 30, 2020 | Oct. 31, 2020 | |
Stock issued new, shares | 134,000 | |||
Proceeds from sale of stock | $ 0 | $ 77,500 | ||
Debt Converted [Member] | ||||
Debt converted, amount converted | $ 45,000 | $ 100,958 | ||
Debt converted, shares issued | 450,000,000 | 477,375,000 | ||
Stock sold for cash [Member] | ||||
Stock issued new, shares | 21,527,777 | |||
Proceeds from sale of stock | $ 77,500 | |||
Stock sold for cash [Member] | Common Stock To Be Issued | ||||
Stock issued new, shares | 3,472,222 |
9. Preferred Stock (Details Nar
9. Preferred Stock (Details Narrative) - USD ($) | Apr. 30, 2021 | Oct. 31, 2020 |
Preferred stock to be issued | $ 457,850 | $ 269,250 |
Preferred Stock Series A To Be Issued | ||
Preferred stock to be issued | 457,850 | $ 269,250 |
Preferred Stock Series B To Be Issued | ||
Preferred stock to be issued | $ 3,000 |