S-1/A: Yuenglings Ice Cream Corp. to Resell Up to 600 Million Shares Through Equity Financing Agreement with Trillium Partners

Yuenglings Ice Cream Corporation plans to resell up to 600 million shares of its common stock through an equity financing agreement with Trillium Partners, aiming to raise $3 million for general expenses.

Summary

• Yuenglings Ice Cream Corporation (YCRM) intends to resell up to 600,000,000 shares of its common stock through an equity financing agreement with Trillium Partners, LP.
• The goal is to raise up to $3,000,000.
• Trillium will purchase the shares at 85% of the market price during a valuation period, with a floor price of $0.005 per share.
• The offering will terminate 24 months after the SEC declares the registration statement effective.
• The proceeds will be used for general administrative expenses and accounting/audit fees.
• YCRM recently acquired ReachOut Technology, a cybersecurity and IT services provider, and assigned its ice cream assets to Mid Penn Bank to cancel debt.
• The company's capital requirements analysis indicates a need for $3,000,000 or more in additional funding.
• The company faces risks including potential stock dilution, stock price decline, and inability to draw sufficient funds when needed.

Sentiment

Score: 4

Explanation: The document presents a mixed sentiment. While there are positive aspects such as the acquisition of ReachOut Technology and the financing agreement, the company's financial struggles and the risks associated with the offering raise concerns.

Positives

• The company has secured a financing agreement to raise capital.
• The company has acquired ReachOut Technology, diversifying its business.
• The company has assigned its ice cream assets to cancel debt, streamlining operations.

Negatives

• The company faces substantial doubt about its ability to continue as a going concern.
• The company has a significant working capital deficit and accumulated deficit.
• The company is unlikely to receive the entire $3,000,000 due to current daily trading dollar volume.
• The company's stock price may decline due to the issuance of shares under the Equity Financing Agreement.
• The company's existing shareholders will experience immediate dilution upon the purchase of any of the shares by Trillium.

Risks

• The company will need to raise additional capital.
• The company's financial status raises doubt about its ability to continue as a going concern.
• The company may be unable to respond to rapid technology changes and innovative products.
• There is intense competition in the company's market.
• Future acquisitions may be unsuccessful and may negatively affect operations and financial condition.
• The company may be unable to protect its intellectual property.
• If the company loses its key personnel or are unable to hire additional personnel, it will have trouble growing its business.
• The company's stock price may be volatile.
• The company's shares of common stock are thinly traded, the price may not reflect its value, and there can be no assurance that there will be an active market for its shares of common stock either now or in the future.
• The company's common stock may be deemed a penny stock, which would make it more difficult for its investors to sell their shares.
• Offers or availability for sale of a substantial number of shares of the company's common stock may cause the price of its common stock to decline.
• The company's issuance of preferred stock in the future may adversely affect the rights of its common stockholders.
• Trillium will pay less than the prevailing market price for the company's common stock.
• Draw downs under the Equity Financing Agreement may cause dilution to existing shareholders.
• There is no guarantee that the company will satisfy the conditions to the Equity Financing Agreement.
• There is no guarantee that the company will be able to fully utilize the Equity Line.
• Sales of put shares under the Purchase Agreement could result in the possibility of short sales.
• There is uncertainty as to number of subscription shares and the amount Trillium will pay for the put shares.

Future Outlook

The company's ability to receive the full $3,000,000 is largely dependent on the daily dollar volume of stock traded during the effective period.

Management Comments

• Management is highly experienced with business operation as well as acquisition and integration.
• Based on market response to our products, services, and technologies, it is managements opinion that we will require additional funding.

Industry Context

The document highlights the company's shift from ice cream to cybersecurity and IT services, reflecting a strategic move into a growing sector.

Comparison to Industry Standards

• The document mentions ReachOut Technology's goal of becoming the first nationwide brand in the SMB cybersecurity and IT services sector.
• The document mentions ReachOut Technology's focus on acquiring MSP companies with stable customer contracts and strong recurring revenue.
• The document mentions ReachOut Technology's differentiated approach to MSP services, including rapid response times, expert support, strategic advice, and advanced cybersecurity services.

Management Changes

Related Party Transactions

• In June 2022, Everett Dickson advanced the Company $6,000 for a general operating expense.
• During the year ended October 31, 2022, a $5,500 payment was mistakenly made to a company controlled by Everett Dickson.
• Pickle Jar advanced the Company $22,000, on September 1, 2023.
• On August 17, 2023, Everett Dickson paid $1,910, to a consultant of the Company.
• On September 1, 2023, Everett Dickson directly paid $13,500 to Diagonal Lending LLC on behalf of the Company.
• On September 1, 2023, Everett Dickson deposited $2,000, into the Company's bank accounts to fund payments.
• On January 14, 2023, the Company granted 30 million restricted common shares to Robert C. Bohorad.
• During the year ended October 31, 2023, the Company paid Robert C. Bohorad, YICA's Chief Operating Officer, $7,000 for compensation.
• On October 30, 2023, the Company awarded Mr. Bohorad 3,000,000 shares of restricted common stock to facilitate the preparation of financial statements and in the transition of the Company to new ownership.

Stakeholder Impact

• Existing shareholders will experience immediate dilution upon the purchase of any of the shares by Trillium.
• The company's stock price may decline due to the issuance of shares under the Equity Financing Agreement.

Next Steps

• The company needs to file a registration statement with the SEC.
• The company needs to obtain shareholder approval for the issuance of shares in excess of the Maximum Common Stock Issuance.
• The company needs to satisfy the closing conditions applicable for each put.

Key Dates

Keywords

equity financing, common stock, Trillium Partners, ReachOut Technology, Yuenglings Ice Cream Corporation, resale, acquisition, cybersecurity, IT services, debt cancellation