Cover
Cover | 12 Months Ended |
Oct. 31, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Yuengling’s Ice Cream Corporation |
Entity Central Index Key | 0001624517 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 8910 West 192nd Street |
Entity Address, Address Line Two | Suite N |
Entity Address, City or Town | Mokena |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60448 |
City Area Code | 312 |
Local Phone Number | 288-8000 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 50 West Liberty Street |
Entity Address, Address Line Two | Suite 880 |
Entity Address, City or Town | Reno |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89501 |
City Area Code | 775 |
Local Phone Number | 322 0626 |
Contact Personnel Name | Nevada Agency and Transfer Company |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Oct. 31, 2023 | Oct. 31, 2022 |
Current Assets: | ||
Cash | $ 4,747 | |
Accounts receivable | 20 | |
Inventory | 56,212 | |
Other receivable – related party | 5,500 | |
Total Current Assets | 20 | 66,459 |
Other Assets: | ||
Property and equipment, net | 30,300 | |
Total Assets | 20 | 96,759 |
Current Liabilities: | ||
Accounts payable | 217,192 | 214,365 |
Accrued interest | 144,759 | 49,447 |
Accrued compensation | 15,000 | 41,000 |
Notes payable, related parties | 17,410 | |
Notes payable | 184,296 | 119,121 |
Loans payable | 589,092 | 595,092 |
Convertible note payable, net of $0 and $123,813 discount, respectively | 14,255 | |
Derivative liability | 247,034 | |
Line of credit | 489,439 | 693,798 |
Total Current Liabilities | 1,657,188 | 1,974,112 |
Total Liabilities | 1,657,188 | 1,974,112 |
Commitments and contingencies | ||
Temporary Equity: | ||
Preferred stock to be issued | 357,022 | 392,022 |
Total temporary equity | 357,022 | 392,022 |
Stockholders’ Deficit: | ||
Preferred stock, Series A; par value $0.0001; 10,000,000 shares authorized, 475,000 and 5,000,000 shares issued and outstanding, respectively | 48 | 500 |
Common stock: $0.001 par value; 2,500,000,000 shares authorized; 332,488,710 and 14,828,595 shares issued and outstanding, respectively | 332,489 | 14,827 |
Additional paid in capital | 2,109,429 | 1,747,423 |
Accumulated deficit | (4,456,156) | (4,032,125) |
Total Stockholders’ Deficit | (2,014,190) | (2,269,375) |
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | $ 20 | $ 96,759 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Oct. 31, 2023 | Oct. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Net of discount | $ 0 | $ 123,813 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 475,000 | 5,000,000 |
Preferred stock, shares outstanding | 475,000 | 5,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 332,488,710 | 14,828,595 |
Common stock, shares outstanding | 332,488,710 | 14,828,595 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 20 | |
Cost of goods sold | 56,211 | |
Gross margin | (56,191) | |
Operating Expenses: | ||
General and administrative expenses | 23,200 | 89,687 |
Bad debt expense | 80,000 | |
Officer compensation | 7,000 | 63,000 |
Professional fees | 79,522 | 107,583 |
Total operating expenses | 109,722 | 340,270 |
Loss from operations | (165,913) | (340,270) |
Other income (expense): | ||
Interest expense | (336,465) | (108,677) |
Interest income | 174 | |
Change in fair value of derivative | 60,833 | 73,670 |
Loss on issuance of convertible notes | (38,477) | (186,886) |
Loss on impairment of fixed asset | (30,300) | |
Gain on debt conversion | 7,608 | |
Gain on extinguishment of debt | 78,683 | 80,637 |
Total other expense | (258,118) | (141,082) |
Loss before provision for income tax | (424,031) | (481,352) |
Provision for income tax | ||
Net loss | $ (424,031) | $ (481,352) |
Basic loss per share | $ 0 | $ (0.04) |
Diluted loss per share | $ 0 | $ (0.04) |
Basic weighted average shares | 161,178,454 | 12,827,048 |
Diluted weighted average shares | 161,178,454 | 12,827,048 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Series A Preferred Stocks [Member] | Additional Paid-in Capital [Member] | Common Stock To Be Issued [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Oct. 31, 2021 | $ 10,235 | $ 500 | $ 1,392,994 | $ 165,000 | $ (3,550,773) | $ (1,982,044) | |
Beginning balance, shares at Oct. 31, 2021 | 10,235,262 | 5,000,000 | |||||
Stock issued for cash | $ 3,292 | 349,229 | (165,000) | 187,521 | |||
Stock issued for cash, shares | 3,293,333 | ||||||
Stock issued for conversion of preferred | $ 1,300 | 5,200 | 6,500 | ||||
Stock issued for conversion of preferred, shares | 1,300,000 | ||||||
Net Loss | (481,352) | (481,352) | |||||
Ending balance, value at Oct. 31, 2022 | $ 14,827 | $ 500 | $ 500 | 1,747,423 | (4,032,125) | (2,269,375) | |
Ending balance, shares at Oct. 31, 2022 | 14,828,595 | 5,000,000 | 5,000,000 | ||||
Surrender and cancellation of Series A Preferred Stock | $ (452) | 452 | |||||
Surrender and cancellation of Series A Preferred Stock, Shares | (4,525,000) | ||||||
Stock issued for conversion of debt | $ 264,662 | 142,194 | 406,856 | ||||
Stock issued for conversion of debt, shares | 264,660,115 | ||||||
Stock issued for conversion of temporary equity | $ 50,000 | (15,000) | 35,000 | ||||
Stock issued for conversion of temporary equity, shares | 50,000,000 | ||||||
Stock to be issued for services | $ 3,000 | 30,000 | $ 33,000 | ||||
Stock to be issued for services, shares | 3,000,000 | 3,000,000 | |||||
Capital deemed as contributed | 204,360 | $ 204,360 | |||||
Net Loss | (424,031) | (424,031) | |||||
Ending balance, value at Oct. 31, 2023 | $ 332,489 | $ 48 | $ 2,109,430 | $ (4,456,156) | $ (2,014,190) | ||
Ending balance, shares at Oct. 31, 2023 | 332,488,710 | 475,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (424,031) | $ (481,352) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Default penalty | 17,100 | |
Debt discount amortization | 188,619 | 27,978 |
Gain on extinguishment of debt | (78,683) | (80,637) |
Gain on debt conversion | (7,608) | |
Loss on fixed asset impairment | 30,300 | |
Loss on inventory impairment | 56,190 | |
Loss on issuance of convertible debt | 38,496 | 186,886 |
Change in fair value of derivative | (60,833) | (73,670) |
Bad debt expense | 80,000 | |
Changes in assets and liabilities: | ||
Accounts receivable | (20) | |
Inventory | 21 | (5,500) |
Accounts payable | 2,867 | 18,543 |
Accrued compensation | 44,616 | 41,000 |
Accrued liabilities | 72,134 | 18,514 |
Net cash used in operating activities | (120,832) | (268,238) |
Cash flows from investing activities: | ||
Issuance of note receivable | (80,000) | |
Net cash used in investing activities | (80,000) | |
Cash flows from financing activities: | ||
Net (payments) proceeds from the sale of preferred stock | (39,328) | |
Sale of common stock | 187,520 | |
Payment on LOC | (106,201) | |
Proceeds from notes payable | 85,175 | |
Proceeds from convertible notes payable | 55,000 | 113,500 |
Repayment of convertible debt | (35,500) | |
Payments on notes payable | (6,000) | (153,411) |
Proceeds – related party loans | 17,410 | |
Payments – related party loans | ||
Net cash provided by financing activities | 116,085 | 2,080 |
Net change in cash | (4,747) | (346,158) |
Cash, beginning of year | 4,747 | 350,905 |
Cash, end of year | 4,747 | |
Cash paid during the period for: | ||
Interest | 62,823 | |
Income taxes | ||
Supplemental Disclosure of Non-Cash Activity: | ||
Conversion of principal and interest into common stock | 330,830 | |
Issuance of common stock for conversion of temporary equity | 35,000 | |
Deemed capital contribution to extinguish debt | $ 204,360 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 12 Months Ended |
Oct. 31, 2023 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BUSINESS | NOTE 1 – ORGANIZATION AND BUSINESS Yuengling’s Ice Cream Corporation, (f/k/a Aureus, Inc.) (“ Yuengling’s YCRM we us Company In November, 2023, after the close of the 2023 fiscal year, YCRM completed its acquisition of ReachOut Technology Corp. (“ReachOut”). ReachOut is a Managed Service Provider (MSP) that provides cybersecurity and IT services to Small to Medium Sized Businesses (SMBs). Management is highly experiences with business operation as well as acquisition and integration. After the closing of the ReachOut transaction, the Company agreed to assign the ice cream assets to Mid Penn Bank in return for the cancellation of the bank debt. The Company also ceased its Aureus Micro Markets operations at the time the ReachOut agreement was signed. ReachOut is on a relentless pursuit to revolutionize the Cybersecurity & IT Service Provider landscape for SMBs, with the goal of creating the first nationwide brand in its sector. The company is leveling the playing field, ensuring that businesses, regardless of size or location, have access to top-tier security solutions. Founded in 2010 by Rick Jordan to fill a critical gap in the IT services market, ReachOut is evolving into a formidable nationwide cybersecurity entity. The Company’s innovative approach and resolute commitment to superior solutions have established ReachOut as industry trailblazers, redefining standards and crafting extraordinary client experiences. ReachOut’s, clients are more than just clients; they are integral members of a movement that is reshaping the future of cybersecurity. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Oct. 31, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the allowance for bad debt on accounts receivable, reserves on inventory, valuation of intangible assets for impairment analysis, valuation of the lease liability and related right-of-use asset, valuation of stock-based compensation, valuation of redeemable preferred stock and the valuation allowance on deferred tax assets. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary YIC Acquisitions Corp. All material intercompany transactions and balances have been eliminated on consolidation. Concentrations of Credit Risk The Company maintains cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors the banking relationships and consequently have not experienced any losses in our accounts. The Company believes it is not exposed to any significant credit risk on cash. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no Restricted Cash The Company no longer has an obligation to transfer $ 50,000 Reclassifications Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the year ended October 31, 2023. Deferred Financing Costs All unamortized deferred financing costs related to the Company’s borrowings are presented in the consolidated balance sheets as a direct deduction from the related debt. Amortization of these costs is reported as interest and financing costs Inventory Inventory is stated at the lower of cost and net realizable value on a first-in, first-out basis. Cost is principally determined using the last-in, first-out (LIFO) method. The Company periodically assesses if any of the inventory has expired or if the value has fallen below cost. When this occurs, the Company recognizes an expense for inventory write down. Total inventories at October 31, 2023 and 2022 were $ 0 56,212 56,190 Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Expenditures for repairs and maintenance are expensed as incurred. During the year ended October 31, 2023, $ 30,300 Net Loss Per Share Basic loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings (loss) of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. As of October 31, 2023, there are obligations to issued Series A Preferred Stock which are convertible into 1,020,062,029 1,020,062,029 Schedule of anti-dilutive shares October 31, October 31, Series A Preferred Stock Payable 1,020,062,029 89,095,509 Third party convertible debt - 17,607,000 Total 1,020,062,029 106,702,909 Stock-based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Convertible Notes with Fixed Rate Conversion Options The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the Note date with a charge to interest expense in accordance with ASC 480 - “Distinguishing Liabilities from Equity”. Derivative Financial Instruments The Company evaluates its convertible notes to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Fair Value Measurements The Company follows the FASB Fair Value Measurements Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Level 1 inputs include quoted market prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data. The standard requires the utilization of the lowest possible level of input to determine fair value and carrying amounts of current liabilities approximate fair value due to their short-term nature. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The Company’s non-financial assets, such as property and equipment, are adjusted to fair value only when an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs . Level 1: Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest rates. Level 3: Level 3 inputs are unobservable inputs. The following required disclosure of the estimated fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. The methods and assumptions used to estimate the fair values of each class of financial instruments are as follows: Cash and Cash Equivalents, Accounts Receivable, and Accounts Payable. The items are generally short-term in nature, and accordingly, the carrying amounts reported on the consolidated balance sheets are reasonable approximations of their fair values. The carrying amounts of Notes Payable approximate the fair value as the notes bear interest rates that are consistent with current market rates. The table below classify the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of October 31, 2022. 2022: Schedule of liabilities measured at fair value Description Level 1 Level 2 Level 3 Total Gains Derivative $ - $ - $ 247,034 $ 73,670 Total $ - $ - $ 247,034 $ 73,670 Income Taxes Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of October 31, 2023, and 2022, no Revenue recognition Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. YIC Acquisitions Corp (Yuengling’s Ice Cream) generates its revenue through the sale of pints to retailers, through the online sales of pints directly to consumers, and through the sale of 3gallon tubs to food service establishments, such as restaurants, stadiums, and universities. Revenue is recognized at the time of delivery or, for online sales, at the time of the transaction. Retailers and food service customers’ terms are generally 15 or 30 days. Online sales are paid via credit card and funds are generally received within 30 days. 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 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. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Oct. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The accompanying 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 $ 4,456,156 424,031 120,832 |
PROPERTY & EQUIPMENT
PROPERTY & EQUIPMENT | 12 Months Ended |
Oct. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY & 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: Schedule of property and equipment October 31, October 31, Property and equipment $ - $ 30,300 Less: accumulated depreciation - - Property and equipment, net $ - $ 30,300 Property and equipment consisted of shelving and racks purchased for the Aureus Micro Markets business, which has been put on hold. Since the Company has yet to place the fixed assets into service management determined that they should be fully impaired. The Company recognized impairment expense of $ 30,300 |
LOAN RECEIVABLE
LOAN RECEIVABLE | 12 Months Ended |
Oct. 31, 2023 | |
Loan Receivable | |
LOAN RECEIVABLE | NOTE 5 – LOAN RECEIVABLE On May 17, 2022, the Company and Revolution Desserts, LLC (“Revolution”) terminated the Definitive Agreement entered into on April 30, 2022. The primary reason for the termination is the regulatory delays in qualifying the Company’s Reg 1-A. Per the terms of the original agreement, the Company has advanced Revolution $ 80,000 80,000 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Oct. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6 – NOTES PAYABLE Schedule of notes payable October 31, October 31, Note principal $ 184,296 $ 119,121 On September 9, 2015 20,000 10% 15,151 On February 23, 2017 17,500 8% 12,180 On March 27, 2017 12,465 8% 8,265 On May 16, 2017 4,500 8% 2,905 On July 28, 2017 20,000 8% 12,405 On January 24, 2020 15,000 10% 0 1,155 On March 24, 2020 20,000 10% 0 0 On June 1, 2023 40,675 5% 15,000 55,675 The Company was also indebted to a third party for a total of $ 24,656 |
LOANS PAYABLE
LOANS PAYABLE | 12 Months Ended |
Oct. 31, 2023 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 7 – LOANS PAYABLE The Company has an SBA loan with monthly payments that matures on March 13, 2026 589,092 595,092 10.25% 5.25% The Company has a line of credit requiring monthly payments. On December 24, 2021, $ 106,201 204,360 489,439 693,799 9.5% 4.25% |
CONVERTIBLE NOTE PAYABLE
CONVERTIBLE NOTE PAYABLE | 12 Months Ended |
Oct. 31, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE PAYABLE | NOTE 8 – CONVERTIBLE NOTE PAYABLE On March 2, 2022, the Company issued a convertible promissory note to Quick Capital, LLC in the amount of $ 87,222 73,500 12% 13,722 93,818 5,457 84,358,767 On September 7, 2022, the Company issued a convertible promissory note to 1800 Diagonal Lending LLC in the amount of $ 44,250 40,000 4,250 4,250 44,250 2,655 43,165,536 On December 8, 2022, the Company issued a Convertible Promissory Note to 1800 Diagonal Lending LLC in the amount of $ 39,250 35,000 4,250 4,250 12% 42,850 100,691,857 On September 1, 2023, 1800 Diagonal Lending LLC accepted a payment of $13,500, settling the December 13, 2022, Convertible Promissory Note in full, including a $10,640 default penalty. The funds for the payment to 1800 Diagonal were advanced to the Company by Mr. Dickson. On February 3, 2023, the Company issued a convertible promissory note to Quick Capital, LLC in the amount of $ 25,556 20,000 5,556 12% 5,556 9,565 1,700 36,443,955 On September 1, 2023, Quick Capital LLC accepted a payment of $22,000 settling the February 3, 2023, Convertible Promissory Note in full. The funds for the payment to Quick Capital were advanced to the Company by Pickle Jar Holdings Inc. The following table summarizes the convertible notes outstanding as of October 31, 2023: Schedule of convertible notes and related activity Note Holder Date Maturity Date Interest Balance Additions Conversions/ Balance Quick Capital, LLC 10/21/2022 3/21/2023 12% $ 93,818 $ - $ (93,818 ) $ - 1800 Diagonal Lending LLC 9/7/2022 9/7/2023 12% 44,250 - (44,250 ) - 1800 Diagonal Lending LLC 12/8/2022 12/8/2023 12% - 56,350 (56,350 ) - Quick Capital, LLC 2/3/2023 2/3/2024 12% - 25,556 (25,556 ) - Total $ 138,068 $ 81,906 $ (219,974 ) $ - Less Debt Discount (123,813 ) - - $ 14,255 $ - $ - A summary of the activity of the derivative liability for the notes above is as follows: Schedule of derivative liability Balance at October 31, 2021 - Increase to derivative due to new issuances 320,704 Decrease to derivative due to repayments - Derivative loss due to mark to market adjustment (73,670 ) Balance at October 31, 2022 $ 247,034 Increase to derivative due to new issuances 93,496 Decrease to derivative due to conversions (230,871 ) Decrease to derivative due to repayments (35,095 ) Derivative gain due to mark to market adjustment (74,564 ) Balance at October 31, 2023 $ - A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy for the year ended October 31, 2023 is as follows: Schedule of derivative liabilities at fair value Inputs October 31, Initial Stock price $ 0.0012 $ 0.01 - 0.038 Conversion price $ 0.0006 - 0.0007 $ 0.0025 - 0.0069 Volatility (annual) 230.13% - 240.8 % 222.7% - 326.6% Risk-free rate 5.3 % 3.6% - 4.8% Dividend rate - - Years to maturity 0 - 0.85 0.41 - 1 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Oct. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS In June 2022, Everett Dickson advanced the Company $ 6,000 6,000 During the year ended October 31, 2022, a $ 5,500 22,000 16,500 On August 17, 2023, Everett Dickson paid $ 1,910 On September 1, 2023, Everett Dickson directly paid $ 13,500 On September 1, 2023, Everett Dickson deposited $ 2,000 17,410 On January 14, 2023, the Company granted 30 0.006 180,000 30 During the year ended October 31, 2023 and 2022, the Company paid Robert C. Bohorad, President and CEO, $7,000 and $22,000 for compensation, respectively. During the year ended October 31, 2023, Mr. Bohorad forgave $ 53,000 30,000 On October 30, 2023, the Company awarded Mr. Bohorad 3,000,000 shares of restricted common stock to facilitate the preparation of financial statements and in the transition of the Company to new ownership. (see note 15) |
TEMPORARY EQUITY
TEMPORARY EQUITY | 12 Months Ended |
Oct. 31, 2023 | |
Temporary Equity | |
TEMPORARY EQUITY | NOTE 10 – TEMPORARY EQUITY Commitment to Purchase Series A Convertible Preferred Stock On January 18, 2019, The Company entered into a Series A Preferred Stock Purchase Agreement with Device Corp. (“the Agreement”), of up to $ 250,000 250,000 562,000 170,000 392,000 As of October 31, 2023, the Company has preferred stock to be issued in the amount of $ 357,022 0.00035 1,020,062,029 Series B Preferred Stock On August 25, 2023, the Company Amended its Articles of Incorporation, to designate 5,000,000 0.0001 Following the amendment above the Series B preferred stock is convertible into shares of common stock at the option of the holder at a 50% discount to the average price for the five trading days prior to conversion. 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 number of preferred shares to be issued and the preferred shares are convertible at the option of the holder, the Company determined that the shares to be issued shall be treated as temporary equity. On August 25, 2023, the Company and Device Corp amended the January 18, 2019, and the May 1, 2023 Series A Preferred Stock Purchase Agreements, so that any purchased Series A preferred stock is now Series B preferred stock. |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Oct. 31, 2023 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 11 – COMMON STOCK On October 31, 2023 and 2022, the Company had 2,500,000,000 332,488,710 14,828,595 During the year ended October 31, 2023, Quick Capital LLC converted $ 102,087 7,157 120,802,722 During the year ended October 31 2023, 1800 Diagonal Lending LLC, converted $ 87,100 2,655 143,857,393 On January 14, 2023, the Company granted 30 0.006 180,000 60 During the year ended October 31, 2023, Device Corp converted $ 35,000 50,000,000 On October 30, 2023, the Company issued 3,000,000 On August 5, 2022, the Company effectuated a reverse stock split at a ratio of 1-for-150 On March 1, 2022, the Company increased its authorized common stock from 2,000,000,000 2,500,000,000 On January 21, 2022, the Company increased its authorized common stock from 1,750,000,000 2,000,000,000 During the year ended October 31, 2022, the Company sold 2,560,000 187,520 During the year ended October 31, 2022, Device Corp converted $ 6,500 1,300,000 |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Oct. 31, 2023 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 12 – PREFERRED STOCK Series A Preferred Stock The Company has designated Ten Million ( 10,000,000 0.0001 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 Certificate of Designation was amended on September 12, 2023, among other changes the Series A Convertible Preferred Stock must be held for one year following issuance or reissuance prior to conversion. 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. On August 25, 2023, Everett Dickson, Chairman of the Board, agreed to return 4,525,000 475,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Oct. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 – COMMITMENTS AND CONTINGENCIES On January 20, 2022, the Company entered into a Service Agreement with Desmond Partners, LLC for consulting services to be provided. The agreement is effective on February 1, 2022 for a term of three months. Per the terms of the agreement the consultant will receive a fee of $ 10,000 5% An individual has asserted that the Company owes approximately $ 500,000 |
INCOME TAX
INCOME TAX | 12 Months Ended |
Oct. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 14 – INCOME TAX The Company recognizes deferred tax assets and liabilities for the tax effects of differences between the financial statement and tax basis of assets and liabilities. A valuation allowance is established to reduce the deferred tax assets if it is more likely than not that a deferred tax asset will not be realized. As of October 31, 2023, the Company has net operating loss carryforwards of approximately $ 1,263,000 A reconciliation of the provision for income taxes at the federal and state statutory rates of 21% 5.75% Schedule of provision for income tax Year Ended Year Ended U.S. Federal (tax benefit) provision at statutory rate $ (16,295 ) $ (101,100 ) State (tax benefit) income taxes, net of federal benefit (4,462 ) (24,100 ) Permanent differences (66,028 ) (11,900 ) Temporary differences - (10,700 ) Changes in valuation allowance 86,785 147,800 Total $ - $ - Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents the significant components of the Company’s deferred tax assets and liabilities for the periods presented: Schedule of deferred tax amount net October 31, October 31, Deferred Tax Assets Net operating losses 337,900 244,100 Total deferred tax assets 337,900 10,700 Valuation allowance (337,900 ) (233,400 ) Net deferred tax assets - - Deferred Tax Liabilities Total deferred tax liabilities - - Net deferred tax $ - $ - The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence in order to ascertain whether it is more likely than not that deferred tax assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the history of losses the Company has generated in the past, the Company believes that it is not more likely than not that all of the deferred tax assets in the U.S. can be realized as of October 31, 2023 and 2022, accordingly, the Company has recorded a full valuation allowance on its deferred tax assets. The Company is not currently under any international or any United States federal, state and local income tax examinations for any taxable years. All of the Company’s net operating losses are subject to tax authority adjustment upon examination. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Oct. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 – 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. Termination of Agreements to Acquire Pickle Jar Holdings Inc. On August 23, 2023, the Company entered into a binding Letter of Intent (LOI) with Pickle Jar Holdings Inc. The initial term of the LOI runs through September 30, 2023, allowing for the parties to complete their due diligence requirement, with the intent of entering into a definitive agreement prior to September 30, 2023. On November 6, 2023, the parties to the agreement have mutually agreed to terminate the MOU and LOI and to fully release all parties to the agreement. Reverse Merger/Acquisition of ReachOut Technology Corp. On November 9,2023, the Company closed the Share Exchange and Control Block Transfer Agreements with ReachOut Technology Corp. (“ReachOut”) whereby 100% of the membership interests of ReachOut were exchanged for a Series C Preferred Stock which are convertible into 87.5% of the total issued and outstanding shares of common stock of the Company (fully diluted basis) as determined at the consummation of the acquisition. The Share Exchange is intended to constitute a reorganization with the meaning of Section 368 of the Internal Revenue Code of 1986 (as amended), as such existing tax benefits will be fully impaired. As a result of the transaction, ReachOut became a subsidiary of the Company. The Company evaluated the substance of the merger transaction and found it met the criteria for the accounting and reporting treatment of a reverse acquisition under ASC 805 (Business Combinations)-40-45 (Reverse Acquisition and Other Presentation Matters) and accordingly will consolidate the operations of ReachOut and the Company and the financial condition from the closing date of the transaction. The historic results of operations will reflect those of ReachOut. As such, ReachOut is treated as the acquirer while the Company is treated as the acquired entity for accounting and financial reporting purposes. The final accounting for the acquisition is still underway with the audit of the acquired company expected to be completed by mid-February. Under reverse merger accounting, the comparative historical financial statements of the Company, as the legal acquirer, are those of the accounting acquirer, ReachOut, the Company’s financial statements prior to the closing of the reverse acquisition; reflect only the business of ReachOut and its subsidiaries. Under the terms of the Control Block Transfer Agreement, Everett Dickson (former CEO) is to sell all his remaining Series A Preferred Stock to Richard Jordan (new CEO) for $ 140,000 Following the closing of the agreements, Robert Bohorad and Everett Dickson resigned their positions as CEO and Chairman of the Board of Directors, respectively and Richard Jordan was appointed to those positions. The Company has authorized 8,750,000 3.00 2% 87.5% The Company is obligated under the terms of the Share Exchange Agreement to issue 8,750,000 The Company has authorized 1,250,000 1.00 2% 12.5% The Company is obligated under the terms of the Security Purchase Agreement to issue 1,000,000 0.0003 142,424,186 470,000 The Company is obligated under the terms of the Security Purchase Agreement to issue 250,000 4,525,000 Securities Issued In November 2023, YCRM issued a convertible note payable, warrants to purchase to the Company’s common stock and Series D Preferred Shares to Trillium Partners, L.P. The convertible note has principal of $ 470,000 12% May 31, 2025 0.0003 142,424,186 1,000,000 2% On January 11, 2024, YCRM issued a convertible note payable and warrants to purchase to the Company’s common stock to Trillium Partners, L.P. The convertible note has principal of $ 539,000 12% 0.0003 163,333,333 0.0003 Service Agreement On December 1, 2023, the Company entered into a service agreement with Frondeur Partners LLC (“Frondeur”). Frondeur will provide accounting, reporting and consulting services on monthly basis. On December 1, 2023, the Company executed a corporate services agreement with Frondeur Partners LLC a Nevada limited liability company. Under the terms of the agreement the Company will receive accounting and reporting services. As compensation Frondeur will receive monthly payments of $ 10,000 15000 Debt Cancellation On January 9, 2024, Mid Penn Bank and the Company executed an Assignment of Assets and Cancellation of Debt agreement. The assets assigned include all rights to trademarks and other property related to the Yuengling ice cream business. The debt cancelled consists of an SBA loan have principal of $ 589,092 489,439 113,000 The Company is analyzing the potential tax impact of the debt cancellation. Since the debt was assumed in acquisition the basis of the liability to the Company may negate the potential tax on debt forgiveness. Settlement of Obligations from Service Agreement On January 23, 2024, Desmond Partners, LLC and the Company entered into a Settlement Agreement and Mutual Release relating to the Professional Services Agreement (‘initial agreement”) entered into by the parties on January 20, 2022. Under the terms of the settlement the Company will issue 500,000 On January 26, 2024, Everett Dickson acquired the preferred series A shares formerly held by Device Corp. The shares are convertible into common shares and are fully described at footnote 10. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Oct. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the allowance for bad debt on accounts receivable, reserves on inventory, valuation of intangible assets for impairment analysis, valuation of the lease liability and related right-of-use asset, valuation of stock-based compensation, valuation of redeemable preferred stock and the valuation allowance on deferred tax assets. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary YIC Acquisitions Corp. All material intercompany transactions and balances have been eliminated on consolidation. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company maintains cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors the banking relationships and consequently have not experienced any losses in our accounts. The Company believes it is not exposed to any significant credit risk on cash. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no |
Restricted Cash | Restricted Cash The Company no longer has an obligation to transfer $ 50,000 |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the year ended October 31, 2023. |
Deferred Financing Costs | Deferred Financing Costs All unamortized deferred financing costs related to the Company’s borrowings are presented in the consolidated balance sheets as a direct deduction from the related debt. Amortization of these costs is reported as interest and financing costs |
Inventory | Inventory Inventory is stated at the lower of cost and net realizable value on a first-in, first-out basis. Cost is principally determined using the last-in, first-out (LIFO) method. The Company periodically assesses if any of the inventory has expired or if the value has fallen below cost. When this occurs, the Company recognizes an expense for inventory write down. Total inventories at October 31, 2023 and 2022 were $ 0 56,212 56,190 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Expenditures for repairs and maintenance are expensed as incurred. During the year ended October 31, 2023, $ 30,300 |
Net Loss Per Share | Net Loss Per Share Basic loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings (loss) of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. As of October 31, 2023, there are obligations to issued Series A Preferred Stock which are convertible into 1,020,062,029 1,020,062,029 Schedule of anti-dilutive shares October 31, October 31, Series A Preferred Stock Payable 1,020,062,029 89,095,509 Third party convertible debt - 17,607,000 Total 1,020,062,029 106,702,909 |
Stock-based Compensation | Stock-based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. |
Convertible Notes with Fixed Rate Conversion Options | Convertible Notes with Fixed Rate Conversion Options The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the Note date with a charge to interest expense in accordance with ASC 480 - “Distinguishing Liabilities from Equity”. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its convertible notes to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. |
Fair Value Measurements | Fair Value Measurements The Company follows the FASB Fair Value Measurements Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Level 1 inputs include quoted market prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data. The standard requires the utilization of the lowest possible level of input to determine fair value and carrying amounts of current liabilities approximate fair value due to their short-term nature. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The Company’s non-financial assets, such as property and equipment, are adjusted to fair value only when an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs . Level 1: Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest rates. Level 3: Level 3 inputs are unobservable inputs. The following required disclosure of the estimated fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. The methods and assumptions used to estimate the fair values of each class of financial instruments are as follows: Cash and Cash Equivalents, Accounts Receivable, and Accounts Payable. The items are generally short-term in nature, and accordingly, the carrying amounts reported on the consolidated balance sheets are reasonable approximations of their fair values. The carrying amounts of Notes Payable approximate the fair value as the notes bear interest rates that are consistent with current market rates. The table below classify the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of October 31, 2022. 2022: Schedule of liabilities measured at fair value Description Level 1 Level 2 Level 3 Total Gains Derivative $ - $ - $ 247,034 $ 73,670 Total $ - $ - $ 247,034 $ 73,670 |
Income Taxes | Income Taxes Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of October 31, 2023, and 2022, no |
Revenue recognition | Revenue recognition Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. YIC Acquisitions Corp (Yuengling’s Ice Cream) generates its revenue through the sale of pints to retailers, through the online sales of pints directly to consumers, and through the sale of 3gallon tubs to food service establishments, such as restaurants, stadiums, and universities. Revenue is recognized at the time of delivery or, for online sales, at the time of the transaction. Retailers and food service customers’ terms are generally 15 or 30 days. Online sales are paid via credit card and funds are generally received within 30 days. |
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 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. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Oct. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of anti-dilutive shares | Schedule of anti-dilutive shares October 31, October 31, Series A Preferred Stock Payable 1,020,062,029 89,095,509 Third party convertible debt - 17,607,000 Total 1,020,062,029 106,702,909 |
Schedule of liabilities measured at fair value | Schedule of liabilities measured at fair value Description Level 1 Level 2 Level 3 Total Gains Derivative $ - $ - $ 247,034 $ 73,670 Total $ - $ - $ 247,034 $ 73,670 |
PROPERTY & EQUIPMENT (Tables)
PROPERTY & EQUIPMENT (Tables) | 12 Months Ended |
Oct. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment October 31, October 31, Property and equipment $ - $ 30,300 Less: accumulated depreciation - - Property and equipment, net $ - $ 30,300 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Oct. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Schedule of notes payable October 31, October 31, Note principal $ 184,296 $ 119,121 |
CONVERTIBLE NOTE PAYABLE (Table
CONVERTIBLE NOTE PAYABLE (Tables) | 12 Months Ended |
Oct. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes and related activity | Schedule of convertible notes and related activity Note Holder Date Maturity Date Interest Balance Additions Conversions/ Balance Quick Capital, LLC 10/21/2022 3/21/2023 12% $ 93,818 $ - $ (93,818 ) $ - 1800 Diagonal Lending LLC 9/7/2022 9/7/2023 12% 44,250 - (44,250 ) - 1800 Diagonal Lending LLC 12/8/2022 12/8/2023 12% - 56,350 (56,350 ) - Quick Capital, LLC 2/3/2023 2/3/2024 12% - 25,556 (25,556 ) - Total $ 138,068 $ 81,906 $ (219,974 ) $ - Less Debt Discount (123,813 ) - - $ 14,255 $ - $ - |
Schedule of derivative liability | Schedule of derivative liability Balance at October 31, 2021 - Increase to derivative due to new issuances 320,704 Decrease to derivative due to repayments - Derivative loss due to mark to market adjustment (73,670 ) Balance at October 31, 2022 $ 247,034 Increase to derivative due to new issuances 93,496 Decrease to derivative due to conversions (230,871 ) Decrease to derivative due to repayments (35,095 ) Derivative gain due to mark to market adjustment (74,564 ) Balance at October 31, 2023 $ - |
Schedule of derivative liabilities at fair value | Schedule of derivative liabilities at fair value Inputs October 31, Initial Stock price $ 0.0012 $ 0.01 - 0.038 Conversion price $ 0.0006 - 0.0007 $ 0.0025 - 0.0069 Volatility (annual) 230.13% - 240.8 % 222.7% - 326.6% Risk-free rate 5.3 % 3.6% - 4.8% Dividend rate - - Years to maturity 0 - 0.85 0.41 - 1 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Oct. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income tax | Schedule of provision for income tax Year Ended Year Ended U.S. Federal (tax benefit) provision at statutory rate $ (16,295 ) $ (101,100 ) State (tax benefit) income taxes, net of federal benefit (4,462 ) (24,100 ) Permanent differences (66,028 ) (11,900 ) Temporary differences - (10,700 ) Changes in valuation allowance 86,785 147,800 Total $ - $ - |
Schedule of deferred tax amount net | Schedule of deferred tax amount net October 31, October 31, Deferred Tax Assets Net operating losses 337,900 244,100 Total deferred tax assets 337,900 10,700 Valuation allowance (337,900 ) (233,400 ) Net deferred tax assets - - Deferred Tax Liabilities Total deferred tax liabilities - - Net deferred tax $ - $ - |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 12 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,020,062,029 | 106,702,909 |
Series A Preferred Stock Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,020,062,029 | 89,095,509 |
Third Party Convertible Debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 17,607,000 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details 1) | Oct. 31, 2022 USD ($) |
Platform Operator, Crypto-Asset [Line Items] | |
Derivative | $ 73,670 |
Total | 73,670 |
Fair Value, Inputs, Level 1 [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Derivative | |
Total | |
Fair Value, Inputs, Level 2 [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Derivative | |
Total | |
Fair Value, Inputs, Level 3 [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Derivative | 247,034 |
Total | $ 247,034 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Restricted cash | 50,000 | |
Inventories | 0 | $ 56,212 |
Inventory write off | 56,190 | |
Property and equipment write off | $ 30,300 | |
Anti-dilutive shares | 1,020,062,029 | 106,702,909 |
Unrecognized tax benefits | $ 0 | $ 0 |
Series A Preferred Stock Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 1,020,062,029 | 89,095,509 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 4,456,156 | $ 4,032,125 |
Net loss | 424,031 | |
Net cash used in operating activities | $ 120,832 | $ 268,238 |
PROPERTY & EQUIPMENT (Details)
PROPERTY & EQUIPMENT (Details) - USD ($) | Oct. 31, 2023 | Oct. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Property and equipment | $ 30,300 | |
Less: accumulated depreciation | ||
Property and equipment, net | $ 30,300 |
PROPERTY & EQUIPMENT (Details N
PROPERTY & EQUIPMENT (Details Narrative) | 12 Months Ended |
Oct. 31, 2023 USD ($) | |
Property, Plant and Equipment [Abstract] | |
Impairment expense | $ 30,300 |
LOAN RECEIVABLE (Details Narrat
LOAN RECEIVABLE (Details Narrative) - USD ($) | 12 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Apr. 30, 2022 | |
Loan Receivable | |||
Loan receivable | $ 80,000 | ||
Bad debt expense | $ 80,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Oct. 31, 2023 | Oct. 31, 2022 |
Debt Disclosure [Abstract] | ||
Note principal | $ 184,296 | $ 119,121 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Debt Instrument [Line Items] | ||
Note payable balance | $ 184,296 | $ 119,121 |
Note Payable 1 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Sep. 09, 2015 | |
Debt face amount | $ 20,000 | |
Debt stated interest rate | 10% | |
Accrued interest | $ 15,151 | |
Note Payable 2 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Feb. 23, 2017 | |
Debt face amount | $ 17,500 | |
Debt stated interest rate | 8% | |
Accrued interest | $ 12,180 | |
Note Payable 3 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Mar. 27, 2017 | |
Debt face amount | $ 12,465 | |
Debt stated interest rate | 8% | |
Accrued interest | $ 8,265 | |
Note Payable 4 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | May 16, 2017 | |
Debt face amount | $ 4,500 | |
Debt stated interest rate | 8% | |
Accrued interest | $ 2,905 | |
Note Payable 5 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Jul. 28, 2017 | |
Debt face amount | $ 20,000 | |
Debt stated interest rate | 8% | |
Accrued interest | $ 12,405 | |
Note Payable 6 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Jan. 24, 2020 | |
Debt face amount | $ 15,000 | |
Debt stated interest rate | 10% | |
Accrued interest | $ 1,155 | |
Note payable balance | $ 0 | |
Note Payable 7 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Mar. 24, 2020 | |
Debt face amount | $ 20,000 | |
Debt stated interest rate | 10% | |
Accrued interest | $ 0 | |
Note payable balance | $ 0 | |
Note Payable 8 [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance date | Jun. 01, 2023 | |
Debt face amount | $ 40,675 | |
Debt stated interest rate | 5% | |
Due from related party | $ 15,000 | |
Debt converted, shares issued | 55,675 | |
Note Payable 9 [Member] | ||
Debt Instrument [Line Items] | ||
Note payable balance | $ 24,656 |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |||
Oct. 31, 2023 | Apr. 05, 2023 | Oct. 31, 2022 | Dec. 24, 2021 | |
Line of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit | $ 489,439 | $ 204,360 | $ 693,799 | $ 106,201 |
Maximum [Member] | Line of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit interest rate | 9.50% | |||
Minimum [Member] | Line of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit interest rate | 4.25% | |||
SBA Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt maturity date | Mar. 13, 2026 | |||
Loans payable | $ 589,092 | $ 595,092 | ||
SBA Loan [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt stated interest rate | 10.25% | |||
SBA Loan [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt stated interest rate | 5.25% |
CONVERTIBLE NOTE PAYABLE (Detai
CONVERTIBLE NOTE PAYABLE (Details) - USD ($) | 12 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Debt Instrument [Line Items] | ||
Additions | $ 55,000 | $ 113,500 |
Convertible Debt, Current | 14,255 | |
Quick Capital LLC [Member] | ||
Debt Instrument [Line Items] | ||
Date | Oct. 21, 2022 | |
Maturity Date | Mar. 21, 2023 | |
Interest | 12% | |
Convertible Debt | $ 93,818 | |
Additions | ||
Conversions/ Repayments | (93,818) | |
Convertible Debt | 93,818 | |
1800 Diagonal Lending LLC [Member] | ||
Debt Instrument [Line Items] | ||
Date | Sep. 07, 2022 | |
Maturity Date | Sep. 07, 2023 | |
Interest | 12% | |
Convertible Debt | $ 44,250 | |
Additions | ||
Conversions/ Repayments | (44,250) | |
Convertible Debt | 44,250 | |
Quick Capitall LLC [Member] | ||
Debt Instrument [Line Items] | ||
Date | Dec. 08, 2022 | |
Maturity Date | Dec. 08, 2023 | |
Interest | 12% | |
Convertible Debt | ||
Additions | 56,350 | |
Conversions/ Repayments | (56,350) | |
Convertible Debt | ||
1800 Diagonall Lending LLC [Member] | ||
Debt Instrument [Line Items] | ||
Date | Feb. 03, 2023 | |
Maturity Date | Feb. 03, 2024 | |
Interest | 12% | |
Convertible Debt | ||
Additions | 25,556 | |
Conversions/ Repayments | (25,556) | |
Convertible Debt | ||
Convertible Debt 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible Debt | 138,068 | |
Additions | 81,906 | |
Conversions/ Repayments | (219,974) | |
Convertible Debt | 138,068 | |
Less Debt Discount | (123,813) | |
Convertible Debt, Current | $ 14,255 |
CONVERTIBLE NOTE PAYABLE (Det_2
CONVERTIBLE NOTE PAYABLE (Details 1) - USD ($) | 12 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Beginning balance | $ 247,034 | |
Increase to derivative due to new issuances | 93,496 | 320,704 |
Decrease to derivative due to repayments | (35,095) | |
Derivative loss due to mark to market adjustment | (74,564) | (73,670) |
Decrease to derivative due to conversions | (230,871) | |
Ending balance | $ 247,034 |
CONVERTIBLE NOTE PAYABLE (Det_3
CONVERTIBLE NOTE PAYABLE (Details 2) | 12 Months Ended |
Oct. 31, 2023 | |
Measurement Input, Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 0.0012 |
Measurement Input, Share Price [Member] | Initial Valuation [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 0.01 - 0.038 |
Measurement Input, Conversion Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 0.0006 - 0.0007 |
Measurement Input, Conversion Price [Member] | Initial Valuation [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 0.0025 - 0.0069 |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 230.13% - 240.8 |
Measurement Input, Price Volatility [Member] | Initial Valuation [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 222.7% - 326.6% |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 5.3 |
Measurement Input, Risk Free Interest Rate [Member] | Initial Valuation [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 3.6% - 4.8% |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | |
Measurement Input, Expected Dividend Rate [Member] | Initial Valuation [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 0 - 0.85 |
Measurement Input, Expected Term [Member] | Initial Valuation [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivatives, Determination of Fair Value | 0.41 - 1 |
CONVERTIBLE NOTE PAYABLE (Det_4
CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Sep. 02, 2023 | Feb. 03, 2023 | Dec. 08, 2022 | Sep. 07, 2022 | Mar. 02, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Debt Instrument [Line Items] | |||||||
Proceeds from convertible notes payable | $ 55,000 | $ 113,500 | |||||
Quick Capital [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | $ 25,556 | $ 87,222 | |||||
Proceeds from convertible notes payable | 20,000 | $ 73,500 | |||||
Interest rate | 12% | ||||||
Debt discount | 5,556 | $ 13,722 | |||||
Debt converted, shares issued | 84,358,767 | ||||||
Payments of Stock Issuance Costs | $ 5,556 | ||||||
Quick Capital [Member] | Principal Amount [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt converted, amount converted | $ 93,818 | ||||||
Quick Capital [Member] | Interest Amount [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt converted, amount converted | $ 5,457 | ||||||
1800 Diagonall Lending [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | $ 44,250 | ||||||
Proceeds from convertible notes payable | 40,000 | ||||||
Debt discount | 4,250 | ||||||
Debt converted, shares issued | 43,165,536 | ||||||
Payments of Stock Issuance Costs | $ 4,250 | ||||||
1800 Diagonall Lending [Member] | Principal Amount [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt converted, amount converted | $ 44,250 | ||||||
1800 Diagonall Lending [Member] | Interest Amount [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt converted, amount converted | $ 2,655 | ||||||
1800 Diiagonal Lending LLC [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | $ 39,250 | ||||||
Proceeds from convertible notes payable | $ 35,000 | ||||||
Interest rate | 12% | ||||||
Debt discount | $ 4,250 | ||||||
Debt converted, shares issued | 100,691,857 | ||||||
Payments of Stock Issuance Costs | $ 4,250 | ||||||
1800 Diiagonal Lending LLC [Member] | Principal Amount [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt converted, amount converted | $ 42,850 | ||||||
1800 Diagonal Lending LLC [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from convertible notes payable | |||||||
Debt converted, shares issued | 143,857,393 | ||||||
Description of convertible promissory note | 1800 Diagonal Lending LLC accepted a payment of $13,500, settling the December 13, 2022, Convertible Promissory Note in full, including a $10,640 default penalty. The funds for the payment to 1800 Diagonal were advanced to the Company by Mr. Dickson. | ||||||
1800 Diagonal Lending LLC [Member] | Principal Amount [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt converted, amount converted | $ 87,100 | ||||||
1800 Diagonal Lending LLC [Member] | Interest Amount [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt converted, amount converted | 2,655 | ||||||
Quick Capital LLC [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from convertible notes payable | |||||||
Interest rate | 12% | ||||||
Debt converted, shares issued | 120,802,722 | ||||||
Description of convertible promissory note | Quick Capital LLC accepted a payment of $22,000 settling the February 3, 2023, Convertible Promissory Note in full. The funds for the payment to Quick Capital were advanced to the Company by Pickle Jar Holdings Inc. | ||||||
Quick Capital LLC [Member] | Principal Amount [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt converted, amount converted | $ 102,087 | ||||||
Quick Capital LLC [Member] | Interest Amount [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt converted, amount converted | 7,157 | ||||||
Quick Capitall LLC [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from convertible notes payable | $ 56,350 | ||||||
Debt converted, shares issued | 36,443,955 | ||||||
Quick Capitall LLC [Member] | Principal Amount [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt converted, amount converted | $ 9,565 | ||||||
Quick Capitall LLC [Member] | Interest Amount [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt converted, amount converted | $ 1,700 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Jan. 14, 2023 | Sep. 15, 2023 | Jun. 30, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | Mar. 31, 2024 | Sep. 02, 2023 | Aug. 17, 2023 | |
Related Party Transaction [Line Items] | ||||||||
Repayment of general operating expenses | ||||||||
Officer compensation | 7,000 | 63,000 | ||||||
Notes payable | 184,296 | 119,121 | ||||||
Everett Dickson [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
General operating expenses | $ 6,000 | |||||||
Repayment of general operating expenses | $ 6,000 | |||||||
Officer compensation | 5,500 | |||||||
Payment to related party | $ 1,910 | |||||||
Deposit by related party | $ 2,000 | |||||||
Due to related party | 17,410 | |||||||
Pickle Jar [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due from related party | 22,000 | |||||||
Notes payable | $ 16,500 | |||||||
1800 Diagonal Lending [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payment to related party | $ 13,500 | |||||||
Robert C. Bohorad [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares granted | 30,000,000 | |||||||
Share price | $ 0.006 | |||||||
Non-cash compensation | $ 180,000 | |||||||
Shares returned | 30,000,000 | |||||||
Accrued compensation | $ 53,000 | |||||||
Robert C. Bohorad [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to related party | $ 30,000 |
TEMPORARY EQUITY (Details Narra
TEMPORARY EQUITY (Details Narrative) - USD ($) | 12 Months Ended | ||||
Oct. 31, 2023 | Oct. 31, 2022 | Aug. 25, 2023 | May 01, 2023 | Jan. 18, 2019 | |
Preferred stock to be issued amount | $ 357,022 | ||||
Conversion price | $ 0.00035 | ||||
Shares converted | 1,020,062,029 | ||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | |||
Device Corp [Member] | |||||
Due from related party | $ 562,000 | ||||
Repaid to related party | 170,000 | ||||
Due to related party | $ 392,000 | ||||
Series A Preferred Stock [Member] | |||||
Shares converted | 1,300,000 | ||||
Preferred stock shares designate | 10,000,000 | ||||
Preferred stock par value | $ 0.0001 | ||||
Series A Preferred Stock [Member] | Stock Purchase Agreement [Member] | |||||
Agreement amount | $ 250,000 | ||||
Series A Preferred Stock [Member] | Second Stock Purchase Agreement [Member] | |||||
Agreement amount | $ 250,000 | ||||
Series B Preferred Stock [Member] | |||||
Preferred stock shares designate | 5,000,000 | ||||
Preferred stock par value | $ 0.0001 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Jan. 14, 2023 | Aug. 05, 2022 | Sep. 15, 2023 | Aug. 25, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | Mar. 02, 2022 | Feb. 28, 2022 | Jan. 21, 2022 | Jan. 20, 2022 | |
Class of Stock [Line Items] | ||||||||||
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | 2,000,000,000 | 2,000,000,000 | 1,750,000,000 | ||||
Common stock, shares outstanding | 332,488,710 | 14,828,595 | ||||||||
Shares issued for services | 3,000,000 | |||||||||
Reverse stock split | 1-for-150 | |||||||||
Proceeds from sale of stock | $ 187,520 | |||||||||
Conversion of stock, shares | 1,020,062,029 | |||||||||
Stock Sold For Cash [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued new, shares | 2,560,000 | |||||||||
Proceeds from sale of stock | $ 187,520 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Debt converted, amount converted | $ 35,000 | |||||||||
Debt converted, shares issued | 50,000,000 | |||||||||
Shares returned | 4,525,000 | |||||||||
Conversion of stock, value | $ 6,500 | |||||||||
Conversion of stock, shares | 1,300,000 | |||||||||
Robert C Bohorad [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares granted | 30,000,000 | |||||||||
Share price | $ 0.006 | |||||||||
Non-cash compensation | $ 180,000 | |||||||||
Shares returned | 60,000,000 | |||||||||
Quick Capital LLC [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Debt converted, shares issued | 120,802,722 | |||||||||
Quick Capital LLC [Member] | Principal Amount [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Debt converted, amount converted | $ 102,087 | |||||||||
Quick Capital LLC [Member] | Interest Amount [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Debt converted, amount converted | $ 7,157 | |||||||||
1800 Diagonal Lending LLC [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Debt converted, shares issued | 143,857,393 | |||||||||
1800 Diagonal Lending LLC [Member] | Principal Amount [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Debt converted, amount converted | $ 87,100 | |||||||||
1800 Diagonal Lending LLC [Member] | Interest Amount [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Debt converted, amount converted | $ 2,655 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - $ / shares | 1 Months Ended | ||
Aug. 25, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | |
Class of Stock [Line Items] | |||
Preferred stock par and stated value | $ 0.0001 | $ 0.0001 | |
Mr. Richard Jordan [Member] | |||
Class of Stock [Line Items] | |||
Shares to be sold | 475,000 | ||
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock shares designated | 10,000,000 | ||
Preferred stock par and stated value | $ 0.0001 | ||
Shares returned | 4,525,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended |
Oct. 31, 2023 USD ($) | |
Consultant fees | $ 10,000 |
Balance owed | $ 500,000 |
Desmond Partners LLC [Member] | |
Equity percenatge | 5% |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | 12 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
U.S. Federal (tax benefit) provision at statutory rate | $ (16,295) | $ (101,100) |
State (tax benefit) income taxes, net of federal benefit | (4,462) | (24,100) |
Permanent differences | (66,028) | (11,900) |
Temporary differences | (10,700) | |
Changes in valuation allowance | 86,785 | 147,800 |
Total |
INCOME TAX (Details 1)
INCOME TAX (Details 1) - USD ($) | Oct. 31, 2023 | Oct. 31, 2022 |
Deferred Tax Assets | ||
Net operating losses | $ 337,900 | $ 244,100 |
Total deferred tax assets | 337,900 | 10,700 |
Valuation allowance | (337,900) | (233,400) |
Net deferred tax assets | ||
Deferred Tax Liabilities | ||
Total deferred tax liabilities | ||
Net deferred tax |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) | 12 Months Ended |
Oct. 31, 2023 USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carry forwards | $ 1,263,000 |
Federal statutory rates | 21% |
State tax statutory rates | 5.75% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | |||||||||
Jan. 11, 2024 | Jan. 09, 2024 | Dec. 13, 2023 | Nov. 09, 2023 | Nov. 30, 2023 | Aug. 25, 2023 | Jan. 23, 2024 | Dec. 02, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | |
Subsequent Event [Line Items] | ||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock shares issued | 475,000 | 5,000,000 | ||||||||
Common stock par value | $ 0.001 | $ 0.001 | ||||||||
Mr. Richard Jordan [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shares to be sold | 475,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Principal amount | $ 539,000 | $ 589,092 | ||||||||
Interest rate | 12% | 12% | ||||||||
Maturity date | May 31, 2025 | |||||||||
Common stock par value | $ 0.0003 | $ 0.0003 | ||||||||
Number of common stock purchased | 163,333,333 | 142,424,186 | ||||||||
Monthly payment | $ 10,000 | |||||||||
Line of credit outstanding principal amount | 489,439 | |||||||||
Accrued interest | $ 113,000 | |||||||||
Subsequent Event [Member] | Convertible Debt [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Monthly payment | $ 15,000 | |||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Preferred stock, shares authorized | 8,750,000 | |||||||||
Preferred stock, par value | $ 3 | |||||||||
Dividend rate | 2% | |||||||||
Conversion percentage | 87.50% | |||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | Share Exchange Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Preferred stock shares issued | 8,750,000 | |||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Preferred stock, shares authorized | 1,250,000 | |||||||||
Preferred stock, par value | $ 1 | |||||||||
Dividend rate | 2% | 2% | ||||||||
Conversion percentage | 12.50% | |||||||||
Shares Issued | 1,000,000 | |||||||||
Principal amount | $ 470,000 | |||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | Share Exchange Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Preferred stock shares issued | 1,000,000 | |||||||||
Warrant exercise price | $ 0.0003 | |||||||||
Shares Issued | 142,424,186 | |||||||||
Principal amount | $ 470,000 | |||||||||
Subsequent Event [Member] | Mr. Richard Jordan [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shares to be sold | 140,000 | |||||||||
Subsequent Event [Member] | Everett Dickson [Member] | Series D Preferred Stock [Member] | Share Exchange Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Preferred stock shares issued | 250,000 | |||||||||
Shares surrendering | 4,525,000 | |||||||||
Subsequent Event [Member] | Desmond Partners LLC [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shares Issued | 500,000 |