Forward-looking Statements

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





    ·   Inadequate capital and barriers to raising the additional capital or to
        obtaining the financing needed to implement our business plans;




  · Our failure to earn revenues or profits;




  · Inadequate capital to continue business;




  · Volatility or decline of our stock price;




  · Potential fluctuation in quarterly results;




  · Rapid and significant changes in markets;




  · Litigation with or legal claims and allegations by outside parties; and




  · Insufficient revenues to cover operating costs.



The following discussion should be read in conjunction with the financial statements and the notes thereto which are included in this quarterly report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ substantially from those anticipated in any forward-looking statements included in this discussion as a result of various factors.





Overview


Yuengling's Ice Cream Corporation, (f/k/a Aureus, Inc.) ("Yuengling's," "YCRM," "we," "us," or the "Company") was incorporated in Nevada on April 19, 2013, under the name "Aureus Incorporated." We were initially organized to develop and explore mineral properties in the state of Nevada. Effective December 15, 2017, we changed our name to "Hohme, Inc.," and, effective February 7, 2019, we changed our name to "Aureus, Inc. and on September 14, 2021, the Company changed their name to Yuengling's Ice Cream Corporation". We are currently active in the state of Nevada.

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

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







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Results of Operations



The three months ended January 31, 2023 compared to the three months ended January 31, 2022





Revenue

We had no revenue for the three months ended January 31, 2023 and 2022.

General and administrative expenses

We had $14,964 of general and administrative expenses ("G&A") for the three months ended January 31, 2023, compared to $37,624 for the three months January 31, 2022, a decrease of $22,660 or 60.2%. The decrease is primarily due to a $6,100 decrease in consulting expense and decreases for other office expense.

Officer Compensation

We incurred $22,500 and $18,000 of officer compensation for the three months ended January 31, 2023 and 2022, respectively. The Company is compensating Robert Bohorad, CEO, $5,000 per month. In the current period we also recognized $7,500 of non-cash stock compensation expense as officer compensation.

Professional fees

We incurred $12,783 of professional fees for the three months ended January 31, 2023, compared to $43,803 for the three months ended January 31, 2022, a decrease of $31,020 or 70.8%. Professional fees generally consist of audit, legal, accounting and investor relation service fees. The decrease is primarily due to an approximate $15,700 decrease in audit fees and a $15,100 decrease of investor relation expense.





Other income (expense)

For the three months ended January 31, 2023, we had total other expense of $55,972, compared to total other expense of $20,358 for the three months ended January 31, 2022. In the current period we incurred $113,325 of interest expense, which includes $90,903 of debt discount amortization. In connection with our convertible notes, we also recognized a $64,124 gain for the change in fair value of derivatives, a $14,559 gain on conversion of debt and a $22,330 loss for the issuance of convertible debt. For the three months ended January 31, 2022, we had $20,532 of interest expense and $174 of interest income.

Net loss

We incurred a net loss of $106,219 for the three months ended January 31, 2023, compared to $119,785 for the three months ended January 31, 2022.

Liquidity and Capital Resources

Cash flow from operations

Cash used in operating activities for the three months ended January 31, 2023, was $31,597 compared to $127,854 of cash used in operating activities for the three months ended January 31, 2022.

Cash Flows from Financing

For the three months ended January 31, 2023, we netted $29,000 from financing activities. We received $35,000 for the issuance of a convertible promissory note and we repaid $6,000 on a note payable. For the three months ended January 31, 2022, we used $100,940 in financing activities. We received $96,000 from proceeds from the sale of common stock. We repaid $51,411 on our notes payable and $106,201 towards our LOC.





Going Concern


As of January 31, 2023, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our operations.

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







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

Off Balance Sheet Arrangements

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





Critical Accounting Policies


Refer to Note 2 of our financial statements contained elsewhere in this Form 10-Q for a summary of our critical accounting policies and to Note 2 our financial statements contained in our Form 10-K for a more complete summary of our critical accounting policies.

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