Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended:January 31, 2016 April 30, 2021

or

OR

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

Commission file number000-55398For the transition period from _____________ to __________

Commission File Number: 000-53450

AUREUS, INCORPORATED

INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

3555 ½ TizerLand, Helena, MT 59602

(Address of principal executive offices, including zip code)

(775) 398-3173

404-805-6044

(Registrant’s telephone number, including area code)

N/ASecurities registered pursuant to Section 12(b) of the Act:

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(g) of the Act: None

CheckIndicate by check mark whether the issuerregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the lastpast 90 days.

Yes [  ]☒ No [X]☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [  ]☒ No [X]☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,”“smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ]☐ No [X]☒

StateIndicate the number of shares outstanding of each of the issuer’s classes of common equity,stock, as of the latest practicable date: 126,450,000as of July 13, 2021, there were 1,260,180,555 shares of common stock as of July 15, 2016.outstanding.

TABLE OF CONTENTS

PART I –- FINANCIAL INFORMATION

ItemITEM 1. Financial Statements.FINANCIAL STATEMENTS

AUREUS, INCORPORATEDINC.

AUREUS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

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

AUREUS, INCORPORATEDINC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)(Unaudited)

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

AUREUS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED APRIL 30, 2020 AND 2021

(Unaudited)

AUREUS INCORPORATED

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

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

AUREUS, INCORPORATEDINC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

NOTES TO CONDESNED UNAUDITEDCONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2021

(Unaudited)

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATIONBUSINESS

Aureus Incorporated (the “Company”) was incorporated in the Statestate of Nevada on April 19, 2013. The Company was organized to develop and explore mineral properties in the Statestate of Nevada. On October 1, 2014,The Company is currently in active status in the Companystate of Nevada.

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

We operate two lines of business. Through our subsidiary, YIC Acquisitions Corp. (“YICA”), we acquired the assets of Yuengling’s Ice Cream in June 2019. YICA produces and sells high-quality ice cream without artificial colors, flavoring, or preservatives and no added hormones. In September 2020, we entered into a Purchase Agreement with Gold Exploration Management Services, Inc.the micro market segment and launched our second business line, Aureus Micro Markets (“Gold Exploration”AMM”) 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. Closely tied to the mining claims onvending machine industry, Micro Markets look and feel like modern convenience stores while functioning with the Gold Creek Property expired but has been re-staked by the Company. In September 2015, the Interior for Landease and Minerals Management (“ILLM”) imposedefficiency of vending foodservice and refreshment services. They provide an improved customer experience and greater product variety, with a prohibition on mining activities on 10 million acresproven track record of publicincreasing sales at vending locations while keeping labor costs down and National Forest System Lands, including the Gold Creek Property,improving operating efficiencies. Micro markets are a hybrid form of vending, food service, coffee service, and convenience stores that provide an improved customer experience, exponentially greater product variety, and increased sales within a single location while keeping labor costs down and improving operational efficiencies. The expanded product variety, open flow, and cashless payment options mean that consumers spend less time in order to protect the greater sage-grouseline fumbling with cash/change, can purchase multiple items with one transaction, 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.buy more items per transaction than with cash transactions.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanyingCompany’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations(“U.S. GAAP”). The accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of the Securities and Exchange Commission for interim financial information. It is management’s opinion, however that all material adjustments (consisting ofonly normal recurring adjustments) have been madeitems, which, in the opinion of management, are necessary for a fair financial statements presentation. These financial statements and related notes are presented in accordance with accounting principles generally accepted instatement of the United Statesresults of operations for the periods shown and are expressed in United States (US) dollars and do not contain certain information included innecessarily indicative of the Company’s Annual Report on Form 10-Kresults to be expected for the fiscalfull year endedending October 31, 2015. The accompanying2021. These unaudited condensed consolidated financial statements of the Company should be read in conjunction with the audited financial statements and accompanyingrelated notes filed with the Securities and Exchange Commissionincluded in the Company’s Annual Report on Form 10-Kfinancial statements for the fiscal year ended October 31, 2015.Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year.2020.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

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 January 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.

ImpairmentConcentrations of Long Lived AssetsCredit Risk

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

Restricted Cash

The Company has an obligation to transfer $50,000 to Mid Penn Bank as security pursuant to the Agreement of Sale and Security Agreement with Mid Penn Bank and Yuengling Ice Cream Corp, by September 30, 2021. If the funds are not transferred by September 30, 2021, the Bank has option to call the loan and to require the Company to pay any attorney’s fees incurred.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the condensed consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

NOTE 3 – GOING CONCERN

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company testshas an accumulated deficit of $3,224,111, had a net loss of $275,790, and net cash used in operating activities of $219,138 for the six months ended April 30, 2021. The Company’s ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

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 recoverabilityimpairment whenever events or changes in circumstances indicate that the related carrying amountvalue of the assets may not be recoverable, which includes comparing the carrying amount of a long-lived asset to the sumrecoverable. Impairment losses are recognized if expected future cash flows of the undiscounted cash flows expected to result fromrelated assets are less than their carrying values. Measurement of an impairment loss is based on the use and eventual dispositionfair value of the asset. An impairment loss wouldLong-lived assets to be measured asdisposed of are reported at the amount by which thelower 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 a long-lived asset exceeds its fair value. Forthe following:

Depreciation Expense

Depreciation expense for the six months ended April 30, 2021 and fiscal year ended October 31, 2020 was $0 and $0, respectively. As of April 30, 2021, the Company’s mining claims, this test includes examiningfixed asset have not yet been placed in service. Depreciation will begin on the discounted and undiscounted cash flows associated with value beyond proven and probable reserves, in determining whetherdate the mining claim is impaired.assets are placed into service.

Start-up Expenses

The Company expenses costs associated with start-up activities as incurred. Accordingly, start-up costs associated with the Company’s formation have been included in the Company’s general and administrative expenses.

Mining Interests and Exploration Expenditures

Exploration costs are expensed in the period in which they occur. The Company capitalizes costs for acquiring and leasing mineral properties and expenses costs to maintain mineral rights as incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral interests are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations.

Income Taxes

The Company utilizes FASB ACS 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The accounting guidance for uncertainties in income tax prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes a tax benefit from an uncertain tax position in the financial statements only when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits and a consideration of the relevant taxing authority’s widely understood administrative practices and precedents.

Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.

We have implemented certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertain tax positions, as defined. ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 and have analyzed filing positions in United States jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. We have identified the United States as our “major” tax jurisdiction. Generally, we remain subject to United States examination of our income tax returns.

Fair Value of Financial Instruments

The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures” for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements.

FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

Basic and Diluted Loss Per Share

Net loss per share is calculated in accordance with FASB ASC 260,Earnings Per Share, for the period presented. ASC 260 requires presentation of basic earnings per share and diluted earnings per share. Basic income (loss) per share (“Basic EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share (“Diluted EPS”) is similarly calculated. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. For the three months ended January 31, 2016 and 2015, there were no potentially dilutive securities.

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 consolidated 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 consolidated 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, 2016. Early adoption is permitted. The Company adopted this new standard for the fiscal year ending December 31, 2014.

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 January 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.

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 owns 71.7% of the common stock of the Company.

The balance of loan from related party as of January 31, 2016 and October 31, 2015 are $24,656 and $24,656, respectively.

NOTE 5 – NOTES PAYABLE

On September 9, 2015, we soldthe Company issued to Backenald Corp. a promissory note in the principal amount of $20,000, bearing interest at the rate of 5% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or all of the outstanding principal of the promissoryThis note at any time without penaltyis in default and shall be accompanied by payment of the accruedits interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale.rate has been increased to 10%. As of January 31, 2016 and October 31, 2015,April 30, 2021, accrued interest amounted to $579 and $175, respectively.$10,142.

On November 16, 2015, we sold CraigstoneAugust 31, 2016, the Company issued Success Zone Tech Ltd. a promissory note in the principal amount of $20,000,$100,000, bearing interest at the rate of 5%8% per annum, compounded annually, and maturing on the first anniversary of the date of issuance. TheOn January 7, 2019, this note was purchased by and assigned to Device Corp. This note has been fully converted as of April 30, 2021.

On February 23, 2017, the Company may prepay any or allissued Travel Data Solutions a promissory note in the principal amount of $17,500, bearing interest at the rate of 8% per annum, compounded annually, and maturing on the first anniversary of the outstanding principaldate of the promissoryissuance. This note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale.is in default. As of January 31, 2016April 30, 2021, accrued interest amounted to $333.

NOTE 6 – DEPOSIT ON MINERAL PROPERTY ACQUISITION

On October 1, 2014, the Company entered into a Purchase Agreement with Gold Exploration Management Services, Inc. to purchase 11 claims in Mineral County Nevada known as the Gold Creek Property (the “Gold Creek Property”). The Company paid a total of $15,000 for the purchase of the Gold Creek Property, and was reflected in the financial statements as a deposit, until such time as the ownership transferred to the Company. In September 2015, the Interior for Land and Minerals Management (“ILLM”) 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 October 31, 2015 the Company recorded an impairment of $15,000 due the Land Freeze.

NOTE 7 – 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. The amounts are being presented retroactive in the financial statements at January 31, 2016.

NOTE 8 – SUBSEQUENT EVENTS$6,996.

On March 22, 2016,27, 2017, the Company issued Craigstone Ltd. a promissory note in the principal amount of $12,465, bearing interest at the rate of 8% per annum, compounded annually, and maturing on the first anniversary of the date of issuance. This note is in default. As of April 30, 2021, accrued interest amounted to $4,643.

On May 16, 2017, the Company issued Travel Data Solutions a promissory note in the principal amount of $4,500, bearing interest at the rate of 8% per annum, compounded annually, and maturing on the first anniversary of the date of issuance. This note is in default. As of April 30, 2021, accrued interest amounted to $1,612.

On July 28, 2017, we sold Craigstoneissued Backenald Trading Ltd. a promissory note in the principal amount of $20,000, bearing interest at the rate of 5%8% per annum, compounded annually, and maturing on the first anniversary of the date of issuance. The Company may prepay any or allThis note is in default. As of the outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of theApril 30, 2021, accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

Some of the information in this section contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. You should read statements that contain these words carefully because they:

We believe it is importantamounted to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors,” “Business” and elsewhere in this report.

Unless stated otherwise, the words “we,” “us,” “our,” the “Company” or “Aureus,” “ARSN” in this section collectively refer to Aureus Incorporated, a Nevada corporation.

Plan of Operations

We are a startup mining exploration company without mining operations. Since our inception, we have not generated any revenues and our net losses were $(32,442) for the three months ended January 31, 2016 and our accumulated stockholders deficit was $(83,216) at January 31, 2016. In their audit report included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2015, our auditors have expressed their doubt as to our ability to continue as a going concern. To date, we have funded our operations by issuing equity and debt and our lack of capital has delayed the implementation of our business plan. There can be no assurances that we will be able to obtain such capital on sufficient terms, if at all.

Corporate History; Overview

The Company was incorporated in the Nevada on April 19, 2013.$6,745.

On September 30, 2015,January 24, 2020, the Company, Dong Gu Kang and Min Jung Kang,company issued a third party a promissory note in the principal stockholdersamount of $15,000, bearing interest at the Company (the “Selling Stockholders”),rate of 10% per annum, and Maverick, LLC, a Nevis limited liability company (“Maverick”), entered into a stock purchase agreement (the “Stock Purchase Agreement”), pursuant to which Maverick purchased an aggregatematuring on April 30, 2020. As of 90,000,000 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company from the Selling StockholdersApril 30, 2021, there is $0 and $1,655, principal and interest, respectively, due on this note. This note is currently in consideration for $0.001 per share, for a total purchase price of $6,000. The Shares represent approximately 71.17% of the 126,450,000 outstanding shares of Common Stock of the Company, and the transaction constituted a change in control of the Company. Maverick purchased the Shares by issuing each Selling Stockholder a non-interest bearing promissory note for his pro rata portion of the Shares. Both promissory notes are unsecured, mature December 30, 2016 and may be prepaid without penalty. Ester Barrios is the Managing Member of Maverick has voting and dispositive control over these securities.

In connection with the Stock Purchase Agreement, the Company, Selling Stockholders and Maverick entered into a debt assumption agreement (the “Debt Assumption Agreement”) pursuant to which Maverick assumed an aggregate of $24,656 in outstanding debt owed the Selling Stockholders by the Company; constituting 100% of the debt owed the Selling Stockholders of the Company.

The Stock Purchase Agreement and Debt Assumption Agreement contained customary representations, warranties and covenants made by the Selling Stockholders, Maverick and the Company.default.

On September 17, 2015,March 24, 2020, the board of directors (the “Board”) of the Company increased the size of the Board to three persons and appointed Mr. Tracy Fortner to fill the created vacancy. Directors serve forcompany issued a period of one year until the next stockholders’ meeting and until their respective successor is elected and qualifies.

On September 17, 2015, Dong Gu Kang and Min Jung Kang resigned from the Board and as executive officers of the Company, effective immediately. Dong Gu Kang had been serving as the President, Chief Executive Officer, Secretary of the Company. Min Jung Kang had been serving as the Treasurer of the Company. Their respective departures were not related to any issues regarding financial disclosures or accounting or legal matters.

On September 17, 2015, the Board appointed Tracy Fortner as the President, Chief Executive Officer, Secretary and Treasurer of the Company.

On November 25, 2015, we effected a fifteen-for-one (15:1) forward stock split (the “Forward Split”) of the Company’s common stock, 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. As a result of the Forward Split, the number of the Company’s issued and outstanding shares of Common Stock was increased from 8,430,000 to 126,450,000. Unless noted otherwise, all share amounts in this Report reflect the Forward Split.

Overview

On October 1, 2014, we entered into a Purchase Agreement with Gold Exploration Management Services, Inc. (“Gold Exploration”) pursuant to which we 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 Gold Creek Property is accessible via Nevada State Route #225 connecting to county road USFS Road #745) which provide access to the immediately adjacent Gold Creek Ranger Station. The nearest commercial airport is in Reno, approximately 260 road miles from the Gold Creek Property. 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. Due to the Land Freeze (as defined below) by the ILLM in 2015 of 10 million acres of public and National Forest System lands identified as Sagebrush Focal Areas in Idaho, Montana, Oregon, Utah, Wyoming and Nevada, including the Gold Creek Property, to protect the greater sage-grouse, Gold Creek’s title to the mining claims on the Gold Creek Property has not been transferred into the Company’s name. The Company anticipates once the Land Freeze is lifted, of which there can be no assurances, Gold Exploration will apply to renew the claims and at that point the claims are expected to be transferred to the Company. There can be no assurances that the Land Freeze will be lifted or that if lifted, we will have sufficient funds to have the mining claims transferred into the Company’s name. The $15,000 paid by the Company for the purchase of the Gold Creek Property is reflected in the financial statements as a deposit, until such time as the ownership transferred to the Company.

Land Freeze – Force Majeure

Commencing in 2010, there has been heightened awareness of the conservation of the greater sage-grouse, the largest grouse found in North America currently inhabiting the sage-steppe ecosystems in Montana, southern Idaho, northeastern California, eastern Oregon, northwestern Colorado, and broader sections of Wyoming, Utah and Nevada.

In 2014, Nevada adopted the Nevada Greater Sage-grouse Conservation Plan of 2014 (“2014 State Plan”), a sage-grouse conservation plan which provides broad goals, objectives, and management actions to ameliorate the primary threats to sage-grouse in Nevada. Nevada is also in the process of developing a Nevada Sage-Grouse Strategic Action Plan (“SAP”) which is expected to into greater detail and identify areas to focus conservation efforts in order to achieve the broad goals and objectives outlined in the 2014 State Plan.

Also, on September 23, 2015, the Assistant Secretary of the Interior for Land and Minerals Management (“ILLM”) approved an application to withdraw (i.e., prohibiting mining) approximately 10 million acres of public and National Forest System lands identified as Sagebrush Focal Areas in Idaho, Montana, Nevada, Oregon, Utah, and Wyoming from location and entry under the United States mining laws to protect the greater sage-grouse and its habitat from adverse effects of locatable mineral exploration and mining, subject to valid existing rights (the “Land Freeze”). Comments on the proposed withdrawal application or scoping comments on issues to be analyzed in the Environmental Impact Statement must have been received by December 23, 2015.

The Company’s Property is included in the approximately 10 million acres of land currently closed for mining exploration under the Land Freeze by the ILLM and being studied by Nevada in connection with SAP. Therefore, under this force majeure event, the Company is currently prohibited from conducting any mining activities on the Gold Creek Property and, depending on the outcomes of the ILLM’s Environmental Impact Statement and Nevada’s SAP, the Company may be permanently prohibited or restricted from conducting any activities on the Gold Creek Property. The Company intends, however, to pursue potential acquisitions of other land on which it may conduct mining activities. The Company is not currently athird party to any oral or written agreement to purchase any land at this point in time.

If and when we are permitted to conduct exploration activities on the Gold Creek Property or any additional land we acquire, our goal is to assess whether our claim or claims possess any commercially viable mineral deposits by a four phase program.

During the next 12 months, we do not anticipate generating any revenue. If additional funds become required, the additional funding will come from equity financing from the sale of our equity of debt securities or sale of part of our interest in our mining claims. If we are successful in completing an equity or convertible debt financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our securities to fund our operations or programs. In the absence of such financing, our business will fail.

We may consider entering into a joint venture partnership by linking with another resource company to provide the required funding to complete our four phase exploration program. We have not undertaken any efforts to locate a joint venture partner for the program. If we enter into a joint venture arrangement, we will assign a percentage of our interest in our mining claims to the joint venture partner.

Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that very few mining claims in the exploration stage ultimately develop into producing, profitable mines. Our future financial results are also uncertain due to a number of factors, some of which are outside of our control. These factors include, but are not limited to:

Due to our lack of operating history and present inability to generate revenues, our auditors have stated their opinion that there currently exists substantial doubt about our ability to continue as a going concern. Even if we complete our current exploration program and it is successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral reserve.

Below is our budget for our proposed four phase exploration program.

Phases I-IV Exploration Program

Risks and Uncertainties

There are a number of known material risks and uncertainties that are reasonably likely to have a material impact on our revenues, operations, liquidity and income over the short and long term. The primary risk that we face over the long term is that our mining claims may not contain a commercially viable mineral deposit. If our mining claims do not contain a commercially viable deposit, this will have a material effect on our ability to earn revenue and income as we will not be able to sell any minerals.

There are a number of industry-wide risk factors that may affect our business. The most significant industry-wide risk factor is that mineral exploration is an inherently risky business. Very few exploration companies go on to discover economically viable mineral deposits or reserves that ultimately result in an operating mine.

In order for us to commence mining operations we face a number of challenges which include finding qualified professionals to conduct our exploration program, obtaining adequate financing to continue our exploration program, locating a viable ore body, partnering with a senior mining company, obtaining mining permits, and ultimately selling minerals in order to generate revenue. Another important industry-wide risk factor is that the price of commodities can fluctuate based on world demand and other factors. For example, if the price of a mineral were to dramatically decline this could make any ore we have on our mining claims uneconomical to mine. We and other companies in our business are relying on a price of ore that will allow us to develop a mine and ultimately generate revenue by selling minerals.

Finally, we face a risk of not being able to finance our exploration plans. With each unsuccessful attempt at locating a commercially viable mineral deposit we become more and more unattractive in the eyes of investors. For the short term this is less of an issue because we have enough funds to complete the first phase of our exploration program. However, over the long term this can become a serious issue that can be difficult to overcome. Without adequate financing we cannot operate and complete our exploration on the Gold Creek Property. However, this risk is faced by all exploration companies and it is not unique to us.

Results of Operations

Three Months Ended January 31, 2016 compared to January 31, 2015

Revenues

We did not have any revenues for the three months ended January 31, 2016 and 2015, respectively.

General and Administrative Expenses

We recognized general and administrative expenses in the amount of $31,706 and $10,931 for the three months ended January 31, 2016 and 2015, respectively. The increase is a result of increased professional fees.

Net Loss

We incurred a net loss of $32,442 for the three months ended January 31, 2016, as compared to $10,931 for the comparable period of 2015. The increase in the net loss was primarily the result of professional fees.

Liquidity and Capital Resources

As of January 31, 2016, the Company had a cash balance of $518 and an accumulated deficit of $(113,966). We do not have sufficient funds to operate for the next twelve months. There can be no assurance that additional capital will be available to the Company.

Since inception, the Company has funded its operations through the sale of equity securities and loans from our executive officers.

To date, we have raised $53,155 via two private offerings, of 6,0000,000 (90,000,000 post-Forward Split) shares of common stock subscribed for at $0.001 to our former officers and directors, for a total cash proceeds of $6,000; 2,430,000 (36,450,000 post-Forward Split) shares of common stock were subscribed for by 34 non-affiliate shareholders at a price of $0.01 for a total cash proceeds of $24,300. The Company registered the 2,430,000 (36,450,000 post-Forward Split) shares of common stock on a Form S-1 declared effective by the SEC on March 10, 2015.

The Company also received loans from our former executive officers and directors in the amount of $24,656. The loans were unsecured, non-interest bearing and are due upon demand giving 30 days’ written notice to the borrower. On September 30, 2015, Maverick assumed this debt pursuant to a Debt Assumption Agreement, dated September 30, 2015.

On September 9, 2015, we sold Backenald Corp. a promissory note in the principal amount of $20,000, bearing interest at the rate of 5%10% per annum, and maturing on the first anniversary of the date of issuance. The Company may prepay any or all of the 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.May 30, 2020. As of January 31, 2016April 30, 2021, the balance due on this note for principal and October 31, 2015, accrued interest amounted to $579is $20,000 and $175,$2,219, respectively. This note is in default.

On November 16, 2015, we sold CraigstoneApril 10, 2020, the Company issued a convertible promissory note to Device Corp., in the principal amount of $20,000,$49,328, bearing interest at the rate of 5%10% per annum, and maturing on April 10, 2021. The note is convertible into shares of common stock at $0.0001 per share. The note was issued pursuant to the first anniversaryterms of the date of issuance. The Company may prepay any or all of the outstanding principal of the promissory note at any time without penaltyDebt Purchase and shall be accompanied by payment of the accrued interest onassignment agreement between Tiger Trout Capital Puerto Rico LLC and Device Corp, whereby Device purchased from Tiger Trout debt in the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As$49,328 plus any accrued interest. During the six months ended April 30, 2021, Device Corp converted $7,000 of January 31, 2016 accrued interest amounted to $333.principal into 100,000,000 shares of common stock.

As of JanuaryApril 30, 2021, the Company was also indebted to two other third parties for a total of $39,656, These notes are non-interest bearing and are currently past due and in default.

NOTE 6 – LOANS PAYABLE

YIC Acquisition assumed two loans that the Company still has. The first loan was an SBA loan with a balance of $1,056,807 and annual interest of 5.25%. The loan has monthly payments and matures March 13, 2026. The balance due on this loan as of April 30, 2021 and October 31, 2016, we had no agreements, arrangements or understandings with any person or entity to obtain funds through bank loans, lines2020 is $807,431 and $891,429, respectively. The second loan is a line of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will havewith a severe negative impactbalance of $814,297 and an annual interest rate of 4.25%. Payment on its ability to remain a viable company.this line of credit are monthly. The balance due on this loan as of April 30, 2021 and October 31, 2020 is $800,000 and $800,000, respectively.

As of April 30, 2021, the balance on the Company’s SBA loan is $807,431. During the year ended October 31, 2020, the Mid Penn Bank made several of the Company’s loan payments as part of the CARES Act. This amount has been recognized as a gain on forgiveness of debt of $68,436.

On August 31, 2020, the Company received a Paycheck Protection Program loan under the CARES Act for $83,300 (the “PPP Loan”). Subsequent Event:The Paycheck Protection Program provides that the use of PPP Loan proceeds are limited to certain qualifying expenses and may be partially or wholly forgiven in accordance with the requirements set forth in the CARES Act. The Company currently intends to use the PPP Loan for permitted uses, although no assurance can be given that the Company will obtain forgiveness of all or any portion of amounts due under the PPP Loan. If not forgiven the loan bears interest at 1% per annum and matures in five years.

On March 22, 2016, we sold Craigstone Ltd.16, 2021, the Company received a promissory notePaycheck Protection Program loan under the CARES Act for $114,582 (the “PPP Loan”). The Paycheck Protection Program provides that the use of PPP Loan proceeds are limited to certain qualifying expenses and may be partially or wholly forgiven in accordance with the requirements set forth in the principal amountCARES Act. The Company currently intends to use the PPP Loan for permitted uses, although no assurance can be given that the Company will obtain forgiveness of $20,000, bearingall or any portion of amounts due under the PPP Loan. If not forgiven the loan bears interest at the rate of 5%1% per annum and maturingmatures in five years.

NOTE 7 – RELATED PARTY TRANSACTIONS

As of April 30, 2021 and October 31, 2020 the Company owes its officers $4,250 and $0, respectively, for cash advances to pay for operating expenses.

During the six months ended April 30, 2021, the Company paid Everett Dickson, CEO, $40,000 for compensation.

During the six months ended April 30, 2021, the Company paid Robert Bohorad, YICA’s Chief Operating Officer, $45,000 for compensation.

NOTE 8 – COMMON STOCK

On December 10, 2020, the Company amended its Articles of Incorporation increased its authorized common stock to 1.5 billion (1,500,000,000) shares.

During the year ended October 31, 2020, the Company sold 21,527,777 shares of common stock for cash proceeds of $77,500. 3,472,222 of the shares have not yet been issued by the transfer agent.

During the year ended October 31, 2020, the Company issued 477,375,000 shares of common stock for conversion of $100,958 of principal and interest.

During the six months ended April 30, 2021, the Company issued 450,000,000 shares of common stock for conversion of $45,000 of principal and interest.

NOTE 9 – PREFERRED STOCK

Series A Preferred

The Company has designated Ten Million (10,000,000) shares of Preferred Stock the Series A Convertible Preferred Stock with a par and stated value of $0.001 per share. The holders of the Series A Convertible Preferred Stock are not entitled to receive any dividends.

Except as otherwise required by law or by the Articles of Incorporation and except as set forth below, the outstanding shares of Series A Convertible Preferred Stock shall vote together with the shares of Common Stock and other voting securities of the Corporation as a single class and, regardless of the number of shares of Series A Convertible Preferred Stock outstanding and as long as at least one of such shares of Series A Convertible Preferred Stock is outstanding shall represent Sixty Six and Two Thirds Percent (66 2/3%) of all votes entitled to be voted at any annual or special meeting of shareholders of the Corporation or action by written consent of shareholders. Each outstanding share of the Series A Convertible Preferred Stock shall represent its proportionate share of the 66 2/3% which is allocated to the outstanding shares of Series A Convertible Preferred Stock.

The entirety of the shares of Series A Convertible Preferred Stock outstanding as such time shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into two thirds of the after conversion outstanding fully paid and non-assessable shares of Common Stock. Each individual share of Series A Convertible Preferred Stock shall be convertible into Common Stock at a ratio determined by dividing the number of shares of Series A Convertible Stock to be converted by the number of shares of outstanding pre-conversion Series A Convertible Preferred Stock. Such initial Conversion Ratio, and the rate at which shares of Series A Convertible Preferred Stock may be converted into shares of Common Stock. As of April 30, 2021, there are 5,000,000 shares of Series A preferred stock owned by the CEO.

As of April 30, 2021 and October 31, 2020, the Company has preferred stock to be issued in the amount of $457,850 and $269,250, respectively.

Series B Preferred

The Series B preferred stock is convertible into shares of common stock at the option of the holder at a 35% discount to the lowest closing price for the thirty days prior to conversion.

On August 21, 2020, the Company entered into a Stock Purchased Agreement with Kanno Group Holdings II Ltd.(“KGH”), in which KGH purchased $3,000 of Series B Preferred Stock. The shares have not yet been issued and are disclosed as preferred stock to be issued.

NOTE 10 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the following.

Subsequent to April 30, 2021, the Company rescinded its agreement with KGH, returning the $3,000 it had received for the preferred stock.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS.

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 first anniversary offorward-looking statements after the date of issuance. 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:

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The Companyfollowing 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 prepaydiffer substantially from those anticipated in any or allforward-looking statements included in this discussion as a result of the 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.various factors.

Overview

Aureus, Inc. (“Going Concern ConsiderationAureus,” “ARSN,” “we,” “us,” or the “Company”) was incorporated in Nevada on April 19, 2013. Our offices are located at One Glenlake Parkway #650, Atlanta, GA 30328. Our telephone number is (404) 885-6045, and our email address is aureus.now@gmail.com. Our website is www.aureusnow.com. We do not incorporate the information on or accessible through our website into this Registration Statement, and you should not consider any information on, or that can be accessed through, our website a part of this Registration Statement.

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

Results of Operations

The three months ended April 30, 2021 compared to the three months ended April 30, 2021

Revenue
We had $230 in revenues for the three months ended April 30, 2021, compared to $27,367 for the three months ended April 30, 2020, a decrease of $27,137 or 99.2%. The large decrease in revenue is due to a loss in retail food service customers.

Cost of Goods Sold

We incurred $20,600 in costs of goods sold for the three months ended April 30, 2021, compared to $16,267 for the three months ended April 30, 2020, an increase of $4,333 or 26.6%. Of the $20,600, approximately $19,000, was a write down of our inventory due to expired or goods sold below cost.

General and administrative expenses

We had $16,366 of general and administrative expenses (“G&A”) for the three months ended April 30, 2021, compared to $105,372 for the three months ended April 30, 2020, a decrease of $89,006 or 84.4%. The decrease is due to decreased spending on investor relations and marketing during the current three-month period compared to the prior period.

Consulting – related party

We had $80,000 of related party consulting expenses for the three months ended April 30, 2021, compared to $0 for the three months ended April 30, 2020. In the current period we made a one-time payment each of $40,000 to our CEO and to Robert Bohorad, YICA’s Chief Operating Officer.

Professional fees

We incurred $19,200 of professional fees for the three months ended April 30, 2021, compared to $5,600 for the three months ended April 30, 2020, an increase of $13,600 or 243%. %. Professional fees generally consist of audit, legal and accounting fees. The increase is due to an increase of audit, legal and accounting fees.

Other income (expense)

For the three months ended April 30, 2021, we had total other income of $14,084, compared to total other expense of $49,271 for the three months ended April 30, 2020. In the current period we incurred $19,824 of interest expense, earned $372 of interest income and recognized a gain on forgiveness of debt of $33,536. In the prior period we incurred $50,308 of interest expense and earned $1,037 of interest income.

Net loss

We incurred a net loss of $(32,442)$121,852 for the three months ended January 31, 2016.April 30, 2021, compared to $149,143 for the three months ended April 30, 2020, a decrease of $27,291 or 18.3%.

The six months ended April 30, 2021 compared to the six months ended April 30, 2021

Revenue
We had $3,616 in revenues for the six months ended April 30, 2021, compared to $53,097 for the six months ended April 30, 2020, a decrease of $49,481 or 93.2%. The large decrease in revenue is due to a loss in retail food service customers.

Cost of Goods Sold

We incurred $53,051 in costs of goods sold for the six months ended April 30, 2021, compared to $39,781 for the six months ended April 30, 2020, an increase of $13,270 or 33.4%. Of the $53,051, approximately $47,500, was a write down of our inventory due to expired or goods sold below cost.

General and administrative expenses

We had $90,031 of G&A expense for the six months ended April 30, 2021, compared to $158,830 for the six months ended April 30, 2020, a decrease of $68,799 or 43.3%. The decrease is due to decreased spending on investor relations and marketing during the current period compared to the prior period.

Consulting – related party

We had $85,000 of related party consulting expenses for the six months ended April 30, 2021, compared to $0 for the six months ended April 30, 2020. In addition, the Companycurrent period we made a payment of $40,000 to our CEO and two payments totaling $45,000 to Robert Bohorad, YICA’s Chief Operating Officer.

Professional fees

We incurred $24,200 of professional fees for the six months ended April 30, 2021, compared to $18,100 for the six months ended April 30, 2020, an increase of $6,100 or 33.7%. Professional fees generally consist of audit, legal and accounting fees. The increase is due to increased legal fees during the period.

Other income (expense)

For the six months ended April 30, 2021, we had total other expense of $27,124, compared to $92,019 for the six months ended April 30, 2020. In the current period we incurred $36,032 of interest expense, earned $372 of interest income, recognized a stockholders’ deficiencygain on forgiveness of $(83,216) at January 31, 2016. Thesedebt of $33,536 and a loss on conversion of debt of $26,000. In the prior period we incurred $78,348 of interest expense, earned $1,037 of interest income and recognized a loss on conversion of debt of $26,000.

Net loss

We incurred a net loss of $275,790 for the six months ended April 30, 2021, compared to $255,633 for the six months ended April 30, 2020, an increase of net loss of $20,157 or 7.9%.

Liquidity and Capital Resources

Cash flow from operations

Cash used in operating activities for the six months ended April 30, 2021 was $219,138 compared to $87,823 of cash used in operating activities for the six months ended April 30, 2020.

Cash Flows from Investing

Cash used in investing activities for the purchase of equipment for the six months ended April 30, 2021 was $1,000 compared to $0 of cash used in investing activities for the six months ended April 30, 2020.

Cash Flows from Financing

For the six months ended April 30, 2021, we received $218,434 from financing activities. $30,584 from proceeds from notes payable, $188,600 from the sale of preferred stock and $4,250 from related party loans. We repaid $5,000 of a note payable during the same period. For the six months ended April 30, 2020, we netted $18,922 from financing activities, mostly from $35,000 from proceeds from notes payable, $77,500 from the sale of common stock and repayments of $72,128 of notes payable.

Going Concern

As of April 30, 2021, 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, raiseour independent auditor has expressed substantial doubt about the Company’sour ability to continue as a going concern. Our future success and viability, therefore, are dependent upon our ability to generate capital financing. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon us and our shareholders.

Management’s plans with regard to these matters encompass the 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 be necessary if weresult from the outcome of these risks and uncertainties.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are unablereasonably likely to continue ashave a going concern.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

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

We are subject to various loss contingencies arising in the ordinary course of business.  We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies.  An estimated loss contingency is accrued when management concludes that it will need approximately $250,000 to fund its expensesis probable that an asset has been impaired, or a liability has been incurred and execute its business plan over the next twelve months. Thereamount of the loss can be no assurance that additional capital will bereasonably estimated.  We regularly evaluate current information available to us to determine whether such accruals should be adjusted.

We recognize deferred tax assets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities.  The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or available on terms favorable to us. If additional fundstaxable when the assets and liabilities are raisedrecovered or settled.  Future tax benefits have been fully offset by the issuance of our equity securities, sucha 100% valuation allowance as through the issuance and exercise of warrants, then existing stockholders will experience dilution of their ownership interest. If additional funds are raised by the issuance of debt or other equity instruments, we may be subject to certain limitations in our operations, and issuance of such securities may have rights senior to those of the then existing holders of common stock. If adequate funds are not available or not available on acceptable terms, we may bemanagement is unable to fund and develop our business.

Cash and Cash Equivalents

The following table summarizes the sources and uses of cash for the periods stated. The Company held no cash equivalents for any of the periods presented.

Net cash used in operations was $20,406 for the three months ended January 31, 2016 compared to $14,931 for the three months ended January 31, 2015. This increase was primarily attributable to increased losses which were partially offset by an increase in accounts payable.

New cash flows provided by financing activities for the three months ended January 31, 2016 were $20,000 compared to $597 for the three months ended January 31, 2015. This increase was attributable to proceeds from the issuances of promissory notes.

Off-Balance Sheet Arrangements

Our liquiditydetermine that it is more likely than not dependent on the use of off-balance sheet financing arrangements (as that term is defined in Item 303(a) (4) (ii) of Regulation S-K) and as of January 31, 2016, we had no such arrangements.

Recent Accounting Pronouncementsthis deferred tax asset will be realized.

Recent accounting pronouncements issued by FASB (including the Emerging Issues Task Force), the AICPA and the SEC, did not or are not believed by the Company management, to have a material impact on the Company’s present or future financial statements.Accounting Pronouncements

In June 2014,We have reviewed other recently issued accounting pronouncements and plan to adopt those that are applicable to us. We do not expect the FASB issued ASU 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The Company elected early adoption of ASU 2014-10. The adoptionany other pronouncements to have an impact on our results of ASU 2014-10 removed the development stage entityoperations or financial reporting requirements from the Company. The company elected early adoption of ASU 2014-10.position.

No other accounting pronouncements issued by FASB (including the Emerging Issues Task Force), the AICPA and the SEC, did not or are not believed by the Company management, to have a material impact on the Company’s present or future financial statements.

ItemITEM 3. Quantitative and Qualitative Disclosures About Market Risk.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a “smallersmaller reporting company”company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this item.Item.

ItemITEM 4. Controls and Procedures.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participationEach of our management, including the Chief Executive Officerprincipal executive and Chief Financial Officer, we haveprincipal financial officer has evaluated the effectiveness of our disclosure controls and procedures, as required bydefined in Rules 13a - 15(e) and 15d - 15(e) under the Securities Exchange Act Rule 13a-15(b)of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on thattheir evaluation, the Chief Executive Officer and Chief Financial Officer haveeach such person concluded that our disclosure controls and procedures were not effective as of January 31, 2016.April 30, 2021 due to a lack of segregation of duties and the absence of an independent audit committee.

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

Changes in Internal Control over Financial ReportingReporting.

There wereOur management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter. Based on that evaluation, management concluded that there has been no changeschange in our internal control over financial reporting during the three-monthrelevant period ended January 31, 2016 that havehas materially affected, or areis reasonably likely to materially affect, our internal control over financial reporting.

PART II –- OTHER INFORMATION

Item 1. Legal Proceedings.

There are no pending legal proceedings to which we are a party or of which any of our properties is the subject. Also, our management is not aware of any legal proceedings contemplated by any governmental authority against us.ITEM 1. LEGAL PROCEEDINGS

ItemNone

ITEM 1A. Risk Factors.RISK FACTORS

We are a “smallersmaller reporting company”company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this item.Item.

ItemITEM 2. Unregistered SalesUNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the six months ended April 30, 2021, the Company issued 450,000,000 shares of Equity Securitiescommon stock for conversion of $45,000 of principal and Use of Proceeds.interest.

None.For each of the above-referenced issuances, the Company relied upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) promulgated thereunder due to the fact that each was an isolated issuance to an accredited investor and did not involve a public offering of securities.

ItemITEM 3. Defaults Upon Senior Securities.DEFAULTS UPON SENIOR SECURITIES

None.None

ItemITEM 4. Mine Safety Disclosures.MINE SAFETY DISCLOSURES

Not applicable.applicable

ItemITEM 5. Other Information.OTHER INFORMATION

Subsequent Event:None

On March 22, 2016, we sold 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 all of the 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.ITEM 6. EXHIBITS

Item 6. Exhibits.

The following documents are included herein:(a) Documents furnished as exhibits hereto:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunderthereunto duly authorizedauthorized.