NOTES TO CONDENSED UNAUDITED
FINANCIAL STATEMENTS
JULY 31, 2016
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Aureus Incorporated (the “Company”)
was incorporated in the State of Nevada on April 19, 2013. The Company was organized to develop and explore mineral properties
in the State of Nevada. On October 1, 2014, the Company entered into a Purchase Agreement with Gold Exploration Management Services,
Inc. (“Gold Exploration”) pursuant to which the Company purchased 100% of Gold’s Exploration’s interest
in one claim block of 11 claims or 220 acres, in Elko County, Nevada (the “Gold Creek Property”) for $15,000. The claims
were registered in the name of Gold Exploration. On August 31, 2015, Gold Exploration’s title to the mining claims on the
Gold Creek Property expired but has been re-staked by the Company. In September 2015, the Bureau of Land Management (“BLM”)
imposed a prohibition on mining activities on 10 million acres of public and National Forest System Lands, including the Gold Creek
Property, in order to protect the greater sage-grouse and its habitat from adverse effects of locatable mineral exploration and
mining activities, subject to valid existing rights (the “Land Freeze”). Due to the Land Freeze, the Company has not
been able to have the title to the Gold Creek Property transferred into the Company’s name or to conduct any activities on
the Gold Creek Property.
On July 21, 2016, the Company entered into
that certain Purchase Agreement (the “MMLH Purchase Agreement”) with Montana Mine Land Holdings LLC, a Montana limited
liability company wholly-owned by Tracy Fortner (“MMLH”) pursuant to which the Company acquired a 100% undivided interest
on MMLH’s patented mining’s claims and the property located in Broadwater County, Montana (the “Mining Interests”)
in consideration for $112,000 payable in 45,000,000 shares of common stock valued at $0.00248889 per share for a total of $112,000
(the “Property Shares”). The Company had not issued the Property Shares due to the fact there was not a sufficient
amount of authorized common stock available at the time. This agreement was cancelled on November 7, 2017. There were no actions
taken pursuant to the terms of the agreement and the stock was never issued. The transaction as originally accounted for had no
impact to the statement of operations and zero net impact to the balance sheet; as such the transaction has been reversed and is
not reflected in these financial statements.
Pursuant that certain Cancelation of Acquisition
and Stock Purchase Agreement, dated November 7, 2017, by and among the Company, MMLH, Tracy Fortner (the “Seller”),
and Hohme Holdings International Inc. (the “Buyer”), the Company return the Mining Interests to MMLH, MMLH relinquished
its claim to the undelivered Property Shares owed MMLH under the MMLH Purchase Agreement and the Buyer purchased 90,000,000 shares
of common stock of the Company from the Seller for $0.0001111 per share, for a total of $10,000. Sadiq Shaikh has voting and dispositive
control over the Buyer. Simultaneously with the consummation of the Stock Purchase Agreement, Tracy Fortner resigned as the President
and Chief Executive Officer and as a Board member of the Company, Sadiq Shaikh was appointed as the President, Chief Executive
Officer and as a member of the Board of Directors of the Company and Deborah Engles was appointed as the Secretary and Treasurer
of the Company.
On December 21, 2018, pursuant to a Stock
Purchase Agreement, dated December 20, 2018, by and among the Company Everett M. Dickson (the “Buyer”) and Hohme Holdings
International, Inc. (the “Seller”), the Buyer purchased 90,000,000 shares of common stock of the Company from the Seller
for a total of $15,000. Sadiq Shaikh has voting and dispositive control over the Seller. Simultaneously with the consummation of
the Stock Purchase Agreement on December 21, 2018, Sadiq Shaikh resigned as the President and Chief Executive Officer and from
the Board of Directors of the Company; Deborah Engles resigned as the Secretary and Treasurer of the Company; and Everett M. Dickson
was appointed as the President, Chief Executive Officer, Treasurer, Secretary and as a director to the Board of directors of the
Company.
The Company is positioned as a food brand
development company focused on acquiring and growing well established food brands.
NOTE 2 – SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation
The accompanying unaudited condensed
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
and the rules and regulations of the Securities and Exchange Commission for interim financial information. It is management’s
opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary
for a fair financial statements presentation. These financial statements and related notes are presented in accordance with accounting
principles generally accepted in the United States and do not contain certain information included in the Company’s previously
filed Annual Report on Form 10-K for the fiscal year ended October 31, 2015. The accompanying unaudited financial statements of
the Company should be read in conjunction with the audited financial statements and accompanying notes filed with the Securities
and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2015. Operating
results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year.
Cash and Cash Equivalents
The Company considers all liquid
investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash
equivalents. As of July 31, 2016 and October 31, 2015, there were no cash equivalents.
Use of Estimates
The preparation of financial
statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates.
Recent Accounting Pronouncements
The Company has reviewed all
recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation,
financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant
effect on its condensed financial statements.
In June 2014, the FASB issued
ASU 2014-12, “Compensation - Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award
Provide That a Performance Target Could be Achieved after the Requisite Service Period.” This ASU provides more explicit
guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could
be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim
reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material
impact on the financial statements.
In August 2014, the FASB issued
ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40),” which requires management
to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and
interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for
the Company for annual and interim periods beginning after December 15, 2015. Early adoption is permitted. The Company adopted
this new standard for the fiscal year ending October 31, 2016.
In April 2015, the FASB issued
ASU 2015-3, “Interest - Imputation of Interest (Subtopic 835-30),” related to the presentation of debt issuance costs.
This standard will require debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a
direct deduction from the debt liability rather than as an asset. These costs will continue to be amortized to interest expense
using the effective interest method. This pronouncement is effective for fiscal years, and for interim periods within those fiscal
years, beginning after December 15, 2015, and retrospective adoption is required. We will adopt this pronouncement for our year
beginning November 1, 2016. We do not expect this pronouncement to have a material effect on our consolidated financial statements.
NOTE 3 – GOING CONCERN
The Company has sustained operating
losses since inception. The Company’s continuation as a going concern is dependent on its ability to generate sufficient
cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources,
as may be required.
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial
doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result
should the Company be unable to continue as a going concern. For the nine months ending July 31, 2016 the Company incurred a net
loss of $65,200. The accumulated deficit to July 31, 2016 is $146,724. Management is endeavoring to begin exploration activities,
however, may not be able to do so within the next fiscal year.
Management is also seeking to
raise additional working capital through various financing sources, including the sale of the Company’s equity securities,
which may not be available on commercially reasonable terms, if at all.
If such financing is not available
on satisfactory terms, we may be unable to continue our business as desired and operating results will be adversely affected. In
addition, any financing arrangement may have potentially adverse effects on us or our stockholders. Debt financing (if available
and undertaken) will increase expenses, must be repaid regardless of operating results and may involve restrictions limiting our
operating flexibility. If we issue equity securities to raise additional funds, the percentage ownership of our existing stockholders
will be reduced and the new equity securities may have rights, preferences or privileges senior to those of the holders of our
common stock.
NOTE 4 – LOAN FROM RELATED PARTY
During the period from April
19, 2013 to October 31, 2015, the Company received advances totaling $24,656 from Dong Gu Kang and Min Jung Kang, the Company’s
former executive officers and directors (the “Selling Stockholders”). The advance was unsecured, non-interest bearing
and due upon demand giving 30 days written notice to the borrower. In connection with the Stock Purchase Agreement, dated September
30, 2015, among the Company, the Selling Stockholders and Maverick, LLC, a Nevis limited liability company (“Maverick”),
pursuant to which Maverick purchased 90,000,000 shares of common stock of the Company from the Selling Stockholders, Maverick assumed
$24,656 in outstanding debt owed the Selling Stockholders by the Company; constituting 100% of the debt owed the Selling Stockholders
of the Company, pursuant to a Debt Assumption Agreement, dated September 30, 2015, between the Company, the Selling Stockholders
and Maverick. Maverick beneficially owned 71.7% of the common stock of the Company. As of July 31,2016 and October 31, 2015, the
balance due related parties is $24,706 and $24,656, respectively.
NOTE 5 – NOTES PAYABLE
On September 9, 2015, the Company
issued Backenald Corp. a promissory note in the principal amount of $20,000, bearing interest at the rate of 5% per annum and maturing
on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory
note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory
note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale with a default rate of
10%. As of July 31, 2016, and October 31, 2015 accrued interest amounted to $1,225 and $175, respectively. This note is currently
past due.
On November 6, 2015, the Company
issued Craigstone Ltd. a promissory note in the principal amount of $20,000, bearing interest at the rate of 5% per annum and maturing
on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory
note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory
note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale with a default rate of
10%. As of July 31, 2016, accrued interest amounted to $980. This note is currently past due.
On March 22, 2016, the Company
issued Craigstone Ltd. a promissory note in the principal amount of $20,000, bearing interest at the rate of 5% per annum and maturing
on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory
note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory
note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale with a default rate of
10%. As of July 31, 2016, accrued interest amounted to $423. This note is currently past due.
NOTE 6 – COMMON STOCK
On November 17, 2015 the Company,
authorized a fifteen-for-one (15:1) forward stock split of the Company’s common stock, par value $0.001 per share without
changing the authorized number or par value of the Common Stock and with fractional shares resulting from the Forward Split being
rounded up to the nearest whole number. The Forward Split became effective on November 25, 2015. As a result of the Forward Split,
the number of the Company’s issued and outstanding shares of Common Stock were increased from 8,430,000 to 126,450,000.
NOTE 7– SUBSEQUENT EVENTS
On August 31, 2016, the Company issued
Success Zone Tech Ltd. a promissory note in the principal amount of $100,000, bearing interest at the rate of 8% per annum and
maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the
promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid.
The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale.
On February 23, 2017, the Company issued
Travel Data Solutions a promissory note in the principal amount of $17,500, bearing interest at the rate of 8% per annum and maturing
on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory
note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory
note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale.
On March 7, 2017 the Company
filed at Form 15-12g for certification and notice of termination of registration under section 12(g) of the Securities Exchange
Act of 1934 or suspension of duty to file reports under sections 13 and 15(d) of the securities exchange act of 1934.
On March 27, 2017, the Company issued Craigstone
Ltd. a promissory note in the principal amount of $12,465, bearing interest at the rate of 8% per annum and maturing on the first
anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any
time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically
becomes due upon an event of default, including breach, default, bankruptcy and sale.
On May 16, 2017, the Company issued Travel
Data Solutions a promissory note in the principal amount of $4,500, bearing interest at the rate of 8% per annum and maturing on
the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory
note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory
note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale.
On May 19, 2017, the Company issued Travel
Data Solutions a promissory note in the principal amount of $25,000, bearing interest at the rate of 8% per annum and maturing
on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory
note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory
note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale.
On July 28, 2017, the Company issued Backenald
Trading Ltd. a promissory note in the principal amount of $20,000, bearing interest at the rate of 8% per annum and maturing on
the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory
note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory
note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale.
On November 7, 2017, the Company entered
into a certain Cancelation of Acquisition and Stock Purchase Agreement with Montana Mine Land Holdings LLC, ("MMLH"),
Tracy Fortner (the Seller), Hohme Holdings International Inc. "(Buyer"), the Company returned the Mining Interests to
MMLH, MMLH relinquished its claim to the undelivered Property Shares owed MMLH under the MMLH Purchase Agreement and the Buyer
purchased 90,000,000 shares of common stock of the Company from the Seller for $0.0001111 per share, for a total of $10,000. Sadiq
Shaikh has voting and dispositive control over the Buyer. Simultaneously with the consummation of the Stock Purchase Agreement,
Tracy Fortner resigned as the President and Chief Executive Officer and as a Board member of the Company, Sadiq Shaikh was appointed
as the President, Chief Executive Officer and as a member of the Board of Directors of the Company and Deborah Engles was appointed
as the Secretary and Treasurer of the Company.
On December 5, 2017, the Company
filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada in order to effectuate
a 1-for-8 reverse stock split of its outstanding common stock with fractional shares being rounded up to the nearest whole number.
However, on January 12, 2018, the Financial Industry Regulatory Authority (“FINRA”) informed the Company that the Company’s
corporate action submission notice with FINRA concerning the reverse split was deemed to be deficient under FINRA Rule 6490(d)(3)(2)
due to the fact that the Company had failed to file its quarterly report on Form 10-Q for the fiscal quarter ended July 31, 2016
and annual report on Form 10-K for the fiscal year ended October 31, 2016 prior to deregistering the Company’s common stock
under Section 12(g) of the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the SEC on March 7, 2017. As a
result, the reverse split was not implemented in the OTC marketplace.
On December 6, 2017, the Company amended its Articles of Incorporation to authorize the issuance of 10 million (10,000,000) shares
of "blank check" preferred stock, par value $0.001 per share.
On August 13, 2018, the company issued
Travel Data Solutions a promissory note in the principal amount of $25,000, bearing interest at the rate of 8% per annum and maturing
on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory
note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory
note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale.
On December 21, 2018, pursuant to a Stock
Purchase Agreement, dated December 20, 2018, by and among the Company Everett M. Dickson (the “Buyer”) and Hohme Holdings
International, Inc. (the “Seller”), the Buyer purchased 90,000,000 shares of common stock of the Company from the Seller
for a total of $15,000. Sadiq Shaikh has voting and dispositive control over the Seller. Simultaneously with the consummation of
the Stock Purchase Agreement on December 21, 2018, Sadiq Shaikh resigned as the President and Chief Executive Officer and from
the Board of Directors of the Company; Deborah Engles resigned as the Secretary and Treasurer of the Company; and Everett M. Dickson
was appointed as the President, Chief Executive Officer, Treasurer, Secretary and as a director to the Board of directors of the
Company. Mr. Dickson subsequently exchanged his Common Stock for 5,000,000 shares of the Company's Series A Convertible Preferred
Stock.
On February 11, 2019, the Company
amended its Articles of Incorporation to increase its authorized capital stock to be 510 million (510,000,000) shares, consisting
of 500 million (500,000,000) shares of common stock, par value $0.001 per share, and 10 million (10,000,000) shares of “blank
check” preferred stock, par value $0.001 per share.
On May 30, 2019, The Company issued a Public
offering of the securities of the Company. The offering is for 38,000,000 shares of common stock, par value $0.001 ("Common
Stock"), at an offering price of $0.015 per shares (the "Offered Shares"). The minimum purchase requirement per
investor is 100,000 Offered Shares ($1500); however, the Company may waive the minimum purchase requirement on a case-by-case basis
at the Company's sole discretion
On June 18, 2019, the company entered into
a Secured Creditor Asset Sale and Purchase Agreement with Mid Penn Bank (“Creditor”) and Yuengling’s Ice Cream
(“Debtor”). The Company agreed to purchase certain assets of Yuengling’s Ice Cream and to assume certain liabilities
of Debtor. The Company, for good and valuable consideration assumed the tangible and intangible assets that relates to and are
directly derived from the assets purchased pursuant to the Secured Creditor Asset Sale and Purchase Agreement including, but not
limited to the following: (i) Accounts, Chattel Paper (including Tangible Chattel Paper and Electronic Chattel Paper), Deposit
Accounts, Documents, Equipment, Fixtures, General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter of Credit
Rights, Payment Intangibles, supporting obligations, books and records, all rents, issues and profits of the business of selling
ice cream and any other business Debtor is involved in: and (ii) all other tangible and intangible personal property, whether now
owned or hereafter acquired, including policies of insurance thereon and all insurance proceeds and unearned premium in connection
therewith, together withal all accessions, additional to replacements for and substitutions of Collateral and all cash and non-cash
proceeds and products thereof. In addition, a 2015 Chevrolet Truck, it is intended that the Collateral shall include all assets
of the Debtor including all operating contracts. Collateral shall also include a certain account held at Mid Penn Bank including
all interest and earnings thereon. The Company will assume the debt in the total amount of $1,889,012.
YIC Acquisition has assumed three loans.
The first loan was an SBA loan with a balance of $1,056,807 and annual interest of 7.5%. The loan has monthly payments and matures
March 13, 2026. The second loan is a line of credit with a balance of $814,297 and an annual interest rate of 6.5%. Payment on
this line of credit are monthly. The third loan is for a truck with a balance of $17,908 and annual interest of 4.95%. This loan
has monthly payments and matures May 6, 2020.
On July 17, 2019, The Company issued an
amendment to the Public offering of the securities of the Company that was previously issued on May 30, 2019. The amended offering
is for 228,000,000 shares of common stock, par value $0.001 ("Common Stock"), at an offering price of $0.0025 per shares
(the "Offered Shares"). The minimum purchase requirement per investor is 40,000 Offered Shares ($1,000); however, the
Company may waive the minimum purchase requirement on a case-by-case basis at the Company's sole discretion
During the year ended October 31, 2019,
the Company sold 102,100,000 shares of common stock for total cash proceeds of $320,800.
During the year ended October 31, 2019,
the Company granted 11,000,000 shares of common stock for services for total noncash expense of $41,800.
During the year ended October 31, 2019,
the Company issued 88,200,000 shares of common stock for conversion of $44,100 of debt.
During the year ended October 31, 2019, the Company cancelled
23,000,000 shares of common stock that had been previously issued to Device Corp.
Subsequent
to October 31, 2019, the Company sold 13,888,889 shares of common stock for cash proceeds of $50,000.
Subsequent
to October 31, 2019, the Company issued 39,166,666 shares of common stock for conversion of $32,500 of debt.
On January 24, 2020, the Company issued
a promissory note to a third party in the principal amount of $15,000, bearing interest at the rate of 10% per annum and maturing
on April 30, 2020.
On March 18, 2020, the Company amended its Articles of Incorporation
to increase its authorized capital stock to be one billion (1,000,000,000) shares of common stock, par value $0.001 per share.
On March 20, 2020, the Company issued 100,000,000
shares of common stock to its subsidiary, Yuengling's Ice Cream Corp. The shares were valued at $0.0009, the closing stock price
on the date of issuance, for total non-cash expense of $90,000.
On March 24, 2020, the Company issued a
promissory note to a third party in the principal amount of $20,000, bearing interest at the rate of 10% per annum and maturing
on May 30, 2020
During the six months ended April 30, 2020,
the Company issued 147,375,000 shares of common stock for conversion of $40,800 and $6,175 or principal and interest, respectively.
In accordance with ASC 855-10,
the Company’s management has reviewed all material events through the date the financials were issued and there are no additional
material subsequent events to report other those reported above.