Form 10-KT - Transition reports [Rule 13a-10 or 15d-10]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KT

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

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

For the transition period from November 1, 2023 to December 31, 2023

Commission File Number: 000-55398

YUENGLINGS ICE CREAM CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		47-1893698
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8910 West 192^nd Street, Suite N, Mokena, IL		60448
(Address of principal executive offices)		(Zip Code)

312-288-8000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

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 ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $756,108

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of as of September 11, 2024 there, were 349,488,710 shares of common stock outstanding.

TABLE OF CONTENTS

			PAGE
PART I
	Item 1.	Business	1
	Item 1A.	Risk Factors	9
	Item 2.	Properties	9
	Item 3.	Legal Proceedings	9
	Item 4.	Mine Safety Disclosures	9

PART II
	Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
	Item 6	[Reserved]	13
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	14
	Item 8.	Financial Statements	F-1
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	15
	Item 9A.	Controls and Procedures	15
	Item 9B.	Other Information	16
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	16

PART III
	Item 10.	Directors, Executive Officers and Corporate Governance	17
	Item 11.	Executive Compensation	21
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	23
	Item 14.	Principal Accountant Fees and Services	24

PART IV
	Item 15.	Exhibits	25

SIGNATURES			26

Forward Looking Statements

Except for statements of historical fact, the information presented herein constitutes forward-looking statements. These forward-looking statements generally can be identified by phrases such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “foresees,” “intends,” “plans,” or other words of similar import. Similarly, statements herein that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, our ability to: successfully commercialize our technology; generate revenues and achieve profitability in an intensely competitive industry; compete in products and prices with substantially larger and better capitalized competitors; secure, maintain and enforce a strong intellectual property portfolio; attract additional capital sufficient to finance our working capital requirements, as well as any investment of plant, property and equipment; develop a sales and marketing infrastructure; identify and maintain relationships with third party suppliers who can provide us a reliable source of raw materials; acquire, develop, or identify for our own use, a manufacturing capability; attract and retain talented individuals; continue operations during periods of uncertain general economic or market conditions, and; other events, factors and risks previously and from time to time disclosed in our filings with the Securities and Exchange Commission, including, specifically, the “Risk Factors” enumerated herein. Although we believe the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on our forward-looking statements, which speak only as of the date of this report. Except as required by law, we do not undertake to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

ReachOut Technology is not your typical Managed Service Provider (MSP). It is a transformative force in cybersecurity and IT services, dedicated to serving Small to Medium Sized Businesses (SMBs) with unparalleled excellence. Its innovative approach and unwavering commitment to superior solutions have established the organization as industry trailblazers, redefining standards and crafting extraordinary client experiences. At ReachOut, its partners are more than just clients; they are integral members of a movement that is reshaping the future of cybersecurity. ReachOut is on a relentless pursuit to revolutionize the Cybersecurity & IT Service Provider landscape for SMBs, with the goal of creating the first nationwide brand in its sector. The company is leveling the playing field, ensuring that businesses, regardless of size or location, have access to top-tier security solutions.

Organizational History

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.

In November, 2023, after the close of the 2023 fiscal year, YCRM completed its acquisition of ReachOut Technology (“ReachOut”). ReachOut is a Managed Service Provider (MSP) that provides cybersecurity and IT services to Small to Medium Sized Businesses (SMBs). Management is highly experienced with business operation as well as acquisition and integration. After the closing of the ReachOut transaction, the Company agreed to assign the ice cream assets to Mid Penn Bank in return for the cancellation of the bank debt. The Company also ceased its Aureus Micro Markets operations at the time the ReachOut agreement was signed.

ReachOut’s Company History

Founding and Vision

ReachOut Technology was founded in 2010 by Rick Jordan, who envisioned creating a transformative force in the cybersecurity and IT services sector. The company was established with a focus on serving Small to Medium Sized Businesses (SMBs), a segment often underserved in terms of advanced IT solutions and cybersecurity. Rick Jordan, a recognized leader in cybersecurity and business, aimed to fill a critical gap in the IT services market, particularly in providing top-tier security solutions to SMBs. His vision was to create a company that not only offered exceptional IT support but also redefined the standards in cybersecurity services.

Growth and Expansion

Since its inception, ReachOut Technology has evolved significantly, growing both organically and through strategic acquisitions. Based in Mokena, Illinois, the company has expanded its reach and services over the years. ReachOut Technology’s areas of expertise have grown to include IT management, cloud services, compliance, data backup services, business strategy, IT consulting, phone systems/VoIP, and most notably, cybersecurity. The company’s growth trajectory has been marked by a focus on acquiring firms that complement and enhance its service offerings, particularly in the realm of cybersecurity.

Strategic Acquisitions and Market Positioning

A key aspect of ReachOut Technology’s growth strategy has been its acquisitions. These strategic moves have allowed ReachOut Technology to increase its market share, cash flow, and earnings, positioning it as a formidable player in the North American MSP market. The company’s approach to acquisitions is methodical, focusing first on MSP companies with stable customer contracts and strong recurring revenue. This strategy, coupled with Rick Jordan’s leadership and the company’s commitment to innovation, has positioned ReachOut Technology as a leading and pioneering MSP in the cybersecurity and IT services industry.

Strengths:

Innovative Approach and Service Excellence

ReachOut Technology distinguishes itself with a transformative approach to cybersecurity and IT services, particularly for SMBs. This innovation is underpinned by visionary leadership from CEO Rick Jordan and strategic insights from board member Kevin Harrington.

The company’s service excellence is demonstrated through its rapid response times and expert problem resolution, enhancing customer satisfaction and retention.

Robust Annual Recurring Revenue (ARR) and Subscription-Based Services

ReachOut Technology boasts a strong ARR model, driven by subscription-based services, ensuring stable and predictable cash flows. This financial stability is crucial for sustaining operations and funding expansion strategies.

The subscription model not only ensures consistent cash flows but also aligns with high-margin service models, enhancing the company’s financial health and investment appeal.

Advanced Cybersecurity Solutions

The company offers comprehensive security solutions, including 24/7 monitoring, anti-phishing training, custom audits, and compliance with standards like HIPAA and CMMC. These services align with high-margin service models and contribute significantly to the company’s ARR.

Proven Case Studies

ReachOut Technology has demonstrated its capability in delivering complex IT solutions through various case studies, reinforcing the company’s market reputation and client trust.

Weaknesses:

Dependence on Acquisition for Growth

While acquisition-driven growth can rapidly increase market share, it also poses integration and scalability challenges. This strategy requires careful management to ensure successful integration and to avoid potential operational disruptions.

Market Perception Risks

The company’s aggressive growth strategies and high-profile leadership may overshadow operational risks or market adaptability concerns. It’s crucial for ReachOut to balance its growth ambitions with operational stability and market perception.

Opportunities:

Expansion of Customer Base

Leveraging the ARR model, ReachOut has significant opportunities to expand its customer base, both domestically and internationally. This expansion is supported by the company’s reputation for quality and innovation in cybersecurity and IT services.

Service Diversification and Innovation

Continuous investment in R&D is planned to expand and enhance service offerings, catering to evolving market demands. This includes developing new solutions and enhancing the reliability, availability, and scalability of the cloud security platform.

Strategic Acquisitions

Targeted acquisitions are a key part of ReachOut’s strategy to augment organic growth, expand service capabilities, and enhance ARR. This approach focuses on acquiring firms with stable customer contracts and specialized cybersecurity firms.

Tapping into New Market Segments

ReachOut is exploring opportunities in underserved sectors like education and compliance-focused businesses, aiming to grow its immediate addressable market.

Threats:

Competitive Market Landscape

The MSP market is intensely competitive, with challenges from other MSPs and private equity firms, especially in high-growth areas like cybersecurity.

Technological Evolution

Rapid changes in technology and cybersecurity threats necessitate continual service innovation and adaptation. ReachOut must stay ahead of these trends to maintain its market position.

Economic Fluctuations

Market and economic conditions could impact the M&A landscape and influence SMB investment in IT services, affecting ReachOut’s growth strategy.

Case Study #1: Effective Response to a Ransomware Attack and Cybersecurity Enhancement

The Scenario:

A prominent logistics company, in the midst of deploying an Endpoint Detection and Response (EDR) solution, was evaluating its alert management processes. While they had a 24/7 response team, it wasn’t dedicated to security operations. The company sought to enhance its team’s capabilities cost-effectively, focusing on specialized threat response. During this critical phase, the company experienced a ransomware attack.

ReachOut Technology’s Intervention

ReachOut Technology swiftly stepped in as the company’s chosen digital forensics and incident response partner, and worked directly with the Secret Service and FBI. The team at ReachOut worked diligently to contain the threat, mitigate further damage, and investigate the attack’s origins. They implemented a managed detection and response system, providing round-the-clock threat management, aligning with the company’s long-term security strategy.

Post-incident, the logistics company transitioned smoothly back to normal operations, appreciating the effectiveness of ReachOut’s response. They decided to retain the 24/7 security monitoring services and further develop their security infrastructure. A transition plan was formulated to fully integrate the company’s chosen EDR solution, as initially planned before the ransomware incident.

Impact and Results:

Rapid and Effective Incident Management: ReachOut’s global network of security and digital forensics experts enabled quick and efficient management of the ransomware attack, minimizing downtime and operational disruption.

In-Depth Attack Analysis and Recovery: The digital forensics team provided a thorough analysis of the attack, uncovering critical information for recovery and identifying key areas for security enhancement.

Enhanced Threat Intelligence: The logistics company benefited from ReachOut’s extensive experience in handling a wide range of cyber incidents, gaining valuable insights and improving their detection capabilities.

Comprehensive Threat Visibility: With ReachOut’s technology-agnostic approach, the company achieved a holistic view of potential threats, enhancing their overall security posture.

Optimized In-House Security Team: The 24/7 monitoring capabilities allowed the company’s security team to focus on complex systems, leveraging ReachOut’s expertise in frontline threat intelligence.

Continuous Risk Assessment: Regular service reviews and ongoing monitoring ensured that the company stayed informed about their risk profile, reducing administrative burdens.

Strengthened Cyber Resilience: The insights gained from the incident response and ongoing threat intelligence services provided by ReachOut Technology significantly bolstered the company’s defenses against future cyber threats.

Case Study #2: Strategic IT Transformation for a Growing Legal Firm

The Challenge:

A rapidly expanding legal services firm, facing challenges without an in-house IT team, was concerned about their outdated IT infrastructure. As the firm grew, they realized their current IT setup was not scalable and potentially non-compliant with industry regulations for secure data management. Lacking in-house expertise for strategic technology and cybersecurity decisions, they sought external assistance.

ReachOut Technology’s Solution:

Upon engagement, ReachOut Technology conducted a thorough assessment and identified that the firm’s computers and servers were significantly outdated, posing serious security risks. The first step was migrating the firm to a unified and secure cloud solution, ensuring all employees used consistent business software.

ReachOut Technology then proposed a new network design to replace the outdated infrastructure, which was impeding performance and employee productivity. This included transitioning to a cloud-based document management and retrieval solution, crucial for compliance with strict legal industry standards.

To streamline data storage and retrieval needs and allow for scalable growth, a cloud-based virtual server solution was implemented. Additionally, managed security solutions were put in place to ensure complete compliance with industry regulations.

The Impact:

Operational Productivity and Growth: The new network design significantly improved operational productivity, setting the stage for the firm’s continued growth. ReachOut Technology provided comprehensive documentation for maintaining and managing the new systems to the client’s IT staff.

Enhanced Data Access and Security: Migrating to the cloud for document storage and retrieval not only facilitated easy access to data across offices but also improved security.

Ongoing Co-Managed IT Support: After the initial consulting engagement, the firm chose to retain ReachOut Technology’s services to augment their existing IT staff. This relieved them of routine duties and allowed them to focus on strategic goals for the future.

Traditional MSPs vs. ReachOut Technology’s Approach

Common Issues with Traditional MSPs:

Poor Response Time: Many IT service providers prioritize tickets based on arbitrary criteria, leading to significant delays in addressing issues. This can result in tickets being left unresolved for extended periods, causing frustration for clients.

Inefficient Support Lines: Often, support lines are managed by non-technical dispatch representatives, leading to further delays. When a technician does respond, they may lack a full understanding of the issue, necessitating further escalations and causing additional wait times.

Limited Strategic Advice: Smaller MSPs may not possess the necessary breadth and depth of talent, particularly in cybersecurity, which is crucial for growing businesses seeking to leverage the latest technology trends.

Basic Cybersecurity Services: Many MSPs offer limited cybersecurity services, typically focusing on basic antivirus and perimeter-based detection software. This approach leaves clients vulnerable to sophisticated cyber threats like ransomware and may fail to meet specific industry security standards (e.g., HIPAA, CMMC).

ReachOut Technology’s Differentiated Approach:

Rapid and Prioritized Response: ReachOut Technology ensures that help desk calls are answered by experienced technicians within an average of one minute, with a focus on super-fast resolution times, often under 15 minutes. The priority of issues is determined by the client’s urgency, not arbitrary criteria.

Expert Technical Support: ReachOut’s support line is staffed by knowledgeable technicians who understand clients’ problems from the outset, reducing the need for escalations and ensuring quicker resolutions.

Proactive Strategic Engagement: ReachOut provides dedicated Executive and Technical Account Managers who engage proactively with clients. This includes weekly performance reviews, quarterly business reviews, scheduled cybersecurity stress tests, and support from a Professional Services team that includes vCIOs and vCISOs.

Advanced Cybersecurity Services: ReachOut boasts a large team of security professionals offering advanced security software solutions, backed by a 24/7 Security Operations Center (SOC). Services include anti-phishing training, custom audits, Business Continuity and Backup and Disaster Recovery (BDR) plans, ransomware protection, and fully managed security services. ReachOut specializes in building IT and cybersecurity solutions compliant with standards like HIPAA, NIST SP 800-171, CMMC, CIPA, and more.

ReachOut Technology stands out in the MSP landscape by addressing common pain points with rapid response times, expert support, strategic advice, and advanced cybersecurity services. This approach not only resolves the typical frustrations experienced with traditional MSPs but also positions ReachOut as a leader in providing comprehensive, client-focused IT and cybersecurity solutions.

ReachOut Technology’s Future Growth Strategy

Acquisitions to Increase Market Share:

Strategy: ReachOut plans to identify and acquire other MSP firms and cybersecurity assets, focusing on those with stable customer contracts and strong recurring revenue, as well as specialized technologies and complementary products.

Approach: The acquisition process involves identifying potential liabilities, streamlining operations to reduce costs, and forecasting financial impacts before execution and integration.

Winning New Customers:

Objective: The company aims to significantly expand its customer base both domestically and internationally, tapping into new markets and sectors.

Method: This expansion will be achieved through targeted marketing, enhanced service offerings, and leveraging the company’s reputation for quality and innovation.

Expanding Within Existing Customers:

Land-and-Expand Approach: ReachOut intends to deepen its relationships with existing customers by selling subscriptions to additional users, offering suites with more functionality, and providing a la carte services.

Customer Engagement: This strategy involves understanding and responding to existing customers’ evolving needs, thereby increasing customer loyalty and revenue per customer.

Service Expansion and Innovation:

R&D Investment: Continued investment in research and development is planned to add new solutions to the product portfolio and enhance the reliability, availability, and scalability of the cloud security platform.

Innovation Focus: Emphasis on developing cutting-edge solutions that address emerging cybersecurity threats and IT service needs.

Targeting Additional Market Segments:

Market Expansion: ReachOut is targeting expansion into small businesses, the education sector, and companies requiring IT and cybersecurity compliance with U.S. state and federal government agencies.

Addressable Market Growth: This expansion aims to grow the company’s immediate addressable market in the near- to medium-term.

ReachOut Technology’s growth strategy is multifaceted, focusing on strategic acquisitions, customer base expansion, deepening relationships with existing clients, continuous innovation in services, and targeting new market segments. This approach positions the company for sustained growth and expansion in the evolving cybersecurity and IT services landscape.

Emerging Growth Company

We are and we will remain an “emerging growth company” as defined under The Jumpstart Our Business Startups Act (the “JOBS Act”), until the earliest to occur of (i) the last day of the fiscal year during which our total annual revenues equal or exceed $1 billion (subject to adjustment for inflation), (ii) the last day of the fiscal year following the fifth anniversary of our initial public offering, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or (iv) the date on which we are deemed a “large accelerated filer” (with at least $700 million in public float) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

As an “emerging growth company”, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

●

only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis” disclosure;

●

reduced disclosure about our executive compensation arrangements;

●

no requirement that we hold non-binding advisory votes on executive compensation or golden parachute arrangements; and

●

exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

We have taken advantage of some of these reduced burdens, and thus the information we provide stockholders may be different from what you might receive from other public companies in which you hold shares.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $250 million and annual revenues of less than $100 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time as we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”. Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act (“SOX”) requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports.

Employees

The Company currently has approximately fifty full-time and part time employees, including officers and directors. Our employees are not represented by any labor union.

ITEM 1A. RISK FACTORS

We are a smaller reporting 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 2. PROPERTIES

The Company current leases property at the following locations:

8910 West 192^nd St North, Mokena, Illinois 60448

100 South Jefferson Road, Suite 204, Whippany, NJ 07981

123 West Mills Avenue, El Paso, TX

10033 Carnegie Avenue, El Paso, TX

6713 Viscount Blvd. El Paso, TX

3636 N Central Ave Suite 140, Phoenix, AZ 85012

Our business mailing address is 8910 West 192^ndSt North, Mokena, Illinois 60448.

Our primary phone number is 312-288-8000.

ITEM 3. LEGAL PROCEEDINGS

On April 26, 2024, ReachOut Technology Corp. (“ReachOut”), a wholly-owned subsidiary of the Company filed a lawsuit (Case No. 1:24-cv-03408) in the United States District Court for the Northern District of Illinois, against the former members of Red Gear, LLC (“Red Gear”) related to certain representations and warranties made by the Defendants , Luciano Aguayo and Armando Gonzalez, in the Membership Interest Purchase Agreement, dated September 29, 2023 and closing on October 2, 2023, under which ReachOut acquired 100% of Red Gear. The lawsuit was served on the defendants on April 30, 2024, and the amend below were served in June 2024.

In June 2024, ReachOut amended its complaint in the above case including fraud, post-closing misappropriation of funds and opportunities, tortious interference, breach of fiduciary duty, and post-termination illegal activities in violation of the Computer Fraud and Abuse Act (CFAA) attempting to take control of RedGear systems.

On July 2, 2024, the United States District Court for the Northern District of Illinois entered a Temporary Restraining Order against the Defendants in the above case, based on the federal Computer Fraud and Abuse Act, a statute designed to protect against computer hacking.

As of the filing date of this report no probable outcome has been determined in the above case.

ITEM 4. MINE SAFETY DISCLOSURES

None.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our Common Stock is quoted on the Over-the-Counter (OTC) Markets Pink Current Information under the symbol “YCRM.”

The range of reported high and reported low sales prices per share for our common stock for each fiscal quarter during fiscal year 2023 and 2022, as reported, is set forth below.

Quarterly common stock Price Ranges

Fiscal Year 2023, Quarter Ended:	High		Low
March 31, 2023	$	0.0088	$	0.0014
June 30, 2023	$	0.0017	$	0.0006
September 30, 2023	$	0.008	$	0.0006
December 31, 2023	$	0.0209	$	0.0013

Fiscal Year 2022, Quarter Ended:	High		Low
March 31, 2022	$	0.224999	$	0.08999
June 30, 2022	$	0.149999	$	0.05999
September 30, 2022	$	0.08999	$	0.01045
December 31, 2022	$	0.02095	$	0.0061

(a) Holders

At September 12, 2023 there were approximately 998 active holders of record of our common stock, although we believe that there are other persons who are beneficial owners of our common stock held in street name.

Transfer Agent

The transfer agent and registrar for our common stock is Pacific Stock Transfer Company, 6725 Via Austi Pkwy, Suite 300, Las Vegas, Nevada 89119. Their telephone number is (800) 785-7782.

(b) Dividends.

We have not paid any cash dividends on common stock to date and do not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Registrant’s business.

None

Recent Issuances of Unregistered Securities

During the year ended December 31, 2023, the Company sold 0 shares of common stock, for total cash proceeds of $0.

On November 9, 2023, the Yuengling’s Ice Cream Corporation closed the Share Exchange and Control Block Transfer Agreements with ReachOut Technology Corp. (“ReachOut”) whereby 100% of the membership interests of ReachOut were exchanged for Series C Preferred Stock which is convertible into 87.5% of the total issued and outstanding shares of common stock of the Company (fully diluted basis) as determined at the consummation of the acquisition.

Under the terms of the Control Block Transfer Agreement, Everett Dickson (former CEO) is to sell all his remaining Series A Preferred Stock to Richard Jordan (new CEO) for $140,000.

The Company has authorized 8,750,000 Series C Preferred Shares of Stock, effective December 13, 2023. The shares have a stated value of $3.00 per share, earns a 2% dividend on the stated value, which is cumulative and payable solely upon redemption. The stock has voting rights equal to the number of common shares into which the preferred shares may be converted. At any time following 180 days from the date of issuance the preferred stock in aggregate can be converted into 87.5% of the outstanding common stock for a period of twenty-four months from the date of issuance of the Series C Preferred Stock.

Under the terms of the Share Exchange Agreement the Company issued 8,750,000 shares of Series C Preferred Stock to the owners of ReachOut common stock in exchange for 100% of the shares of ReachOut.

The Company has authorized 1,250,000 Series D Preferred Shares of Stock, effective December 13, 2023. The shares have a stated value of $1.00 per share, earns a 2% dividend on the stated value, which is cumulative and payable solely upon redemption. The stock has voting rights equal to the number of common shares into which the preferred shares may be converted. At any time following 180 days from the date of issuance the preferred stock in aggregate can be converted into 12.5% of the outstanding common stock for a period of twenty-four months from the date of issuance of the Series D Preferred Stock.

Under the terms of the Security Purchase Agreement to issue Trillium Partners 1,000,000 shares of Series D Preferred Stock for a financing commitment and 250,000 shares to Everett Dickson as consideration for surrendering 4,525,000, shares of Series A Preferred Stock.

On November 10, 2023, YCRM issued a convertible note payable, warrants to purchase to the Company’s common stock and Series D Preferred Shares to Trillium Partners, L.P. The convertible note has principal of $470,000, bears interest at 12%, matures on May 31, 2025 and may be converted to common shares at the lower of $0.0003 or 50% of the lowest traded price during the thirty days prior to conversion. $436,000 was received as cash and $34,000 was charged to OID to be amortized over the term of the note. Due to the variable conversion price the note includes a bifurcated derivative valued on issuance and for each reporting date. The initial derivative liability was $1,842,315, $1,406,315 was charged to loss on issuance (derivative expense) and $436,000 was charged to debt discount to be amortized over the term of the note.

On December 1, 2023, the Company entered into a service agreement with Frondeur Partners LLC (“Frondeur”). Frondeur will provide accounting, reporting and consulting services on monthly basis. On December 1, 2023, the Company executed a corporate services agreement with Frondeur Partners LLC a Nevada limited liability company. Under the terms of the agreement the Company will receive accounting and reporting services. As compensation Frondeur will receive monthly payments of $10,000 in cash and a convertible promissory note for $15,000 The notes are convertible into the Company’s common stock at a 50% discount to the market price (defined in the notes). As of the date of issuance of this report the Company has issued three such notes (December 1, 2023, January 1, and February 1, 2024), which are to be accounted for as stock settled debt under ASC 480.

On December 1, 2023, YCRM issued a convertible note payable to Frondeur Partners LLC. The convertible note has principal of $15,000, bears interest at 12%, matures on August 31, 2024 and may be converted to common shares at or 50% of the lowest traded price during the thirty days prior to conversion. The principal amount was charged to professional services. Due to the note’s fixed conversion price, it is treated as stock settled debt under ASC 480, a put premium of $15,000 was charged to interest expense on issuance.

On January 1, 2024, YCRM issued a convertible note payable to Frondeur Partners LLC. The convertible note has principal of $15,000, bears interest at 12%, matures on September 30, 2024 and may be converted to common shares at or 50% of the lowest traded price during the thirty days prior to conversion. The principal amount was charged to professional services. Due to the note’s fixed conversion price, it is treated as stock settled debt under ASC 480, a put premium of $15,000 was charged to interest expense on issuance.

On January 11, 2024, YCRM issued a convertible note payable and warrants to purchase to the Company’s common stock to Trillium Partners, L.P. The convertible note has principal of $539,000, bears interest at 12%, matures on May 31, 2025 and may be converted to common shares at the lower of $0.0003 or 50% of the lowest traded price during the thirty days prior to conversion. $500,000 was received as cash and $39,000 was charged to OID to be amortized over the term of the note. Due to the variable conversion price the note includes a bifurcated derivative valued on issuance and for each reporting date. The initial derivative liability was $16,608,715, $16,108,715 was charged to loss on issuance (derivative expense) and $500,000 was charged to debt discount to be amortized over the term of the note.

On February 1, 2024, YCRM issued a convertible note payable to Frondeur Partners LLC. The convertible note has principal of $10,000, bears interest at 12%, matures on October 31, 2024 and may be converted to common shares at or 50% of the lowest traded price during the thirty days prior to conversion. The principal amount was charged to professional services. Due to the notes fixed conversion price, it is treated as stock settled debt under ASC 480, a put premium of $10,000 was charged to interest expense on issuance.

On March 1, 2024, YCRM issued a convertible note payable to Frondeur Partners LLC. The convertible note has principal of $10,000, bears interest at 12%, matures on November 30, 2024 and may be converted to common shares at or 50% of the lowest traded price during the thirty days prior to conversion. The principal amount was charged to professional services. Due to the notes fixed conversion price, it is treated as stock settled debt under ASC 480, a put premium of $10,000 was charged to interest expense on issuance.

On April 1, 2024, YCRM issued a convertible note payable to Frondeur Partners LLC. The convertible note has principal of $10,000, bears interest at 12%, matures on December 31, 2024 and may be converted to common shares at or 50% of the lowest traded price during the thirty days prior to conversion. The principal amount was charged to professional services. Due to the notes fixed conversion price, it is treated as stock settled debt under ASC 480, a put premium of $10,000 was charged to interest expense on issuance.

On April 3, 2024, YCRM issued a convertible note payable and warrants to purchase to the Company’s common stock to Trillium Partners, L.P. The convertible note has principal of $135,000, bears interest at 12%, matures on June 15, 2025 and may be converted to common shares at the lower of $0.0003 or 50% of the lowest traded price during the thirty days prior to conversion. The warrants allow the holder to purchase 18,939,394 shares of common stock for $0.0003 (subject to certain specified adjustments) for a period of seven years from the date of issuance.

On May 1, 2024, YCRM issued a convertible note payable to Frondeur Partners LLC. The convertible note has principal of $10,000, bears interest at 12%, matures on January 31, 2025 and may be converted to common shares at or 50% of the lowest traded price during the thirty days prior to conversion. The principal amount was charged to professional services. Due to the notes fixed conversion price, it is treated as stock settled debt under ASC 480, a put premium of $10,000 was charged to interest expense on issuance.

On June 1, 2024, YCRM issued a convertible note payable to Frondeur Partners LLC. The convertible note has principal of $10,000, bears interest at 12%, matures on February 28, 2025 and may be converted to common shares at or 50% of the lowest traded price during the thirty days prior to conversion. The principal amount was charged to professional services. Due to the notes fixed conversion price, it is treated as stock settled debt under ASC 480, a put premium of $10,000 was charged to interest expense on issuance.

On July 1, 2024, YCRM issued a convertible note payable to Frondeur Partners LLC. The convertible note has principal of $10,000, bears interest at 12%, matures on March 31, 2025 and may be converted to common shares at or 50% of the lowest traded price during the thirty days prior to conversion. The principal amount was charged to professional services. Due to the notes fixed conversion price, it is treated as stock settled debt under ASC 480, a put premium of $10,000 was charged to interest expense on issuance.

On August 1, 2024, YCRM issued a convertible note payable to Frondeur Partners LLC. The convertible note has principal of $10,000, bears interest at 12%, matures on April 30, 2025 and may be converted to common shares at or 50% of the lowest traded price during the thirty days prior to conversion. The principal amount was charged to professional services. Due to the notes fixed conversion price, it is treated as stock settled debt under ASC 480, a put premium of $10,000 was charged to interest expense on issuance.

On September 1, 2024, YCRM issued a convertible note payable to Frondeur Partners LLC. The convertible note has principal of $10,000, bears interest at 12%, matures on May 31, 2025 and may be converted to common shares at or 50% of the lowest traded price during the thirty days prior to conversion. The principal amount was charged to professional services. Due to the notes fixed conversion price, it is treated as stock settled debt under ASC 480, a put premium of $10,000 was charged to interest expense on issuance.

Issuer Purchases of Equity Securities

None.

ITEM 6. [Reserved]

Not applicable since we are a smaller reporting company as defined under the applicable SEC rules.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations for the Year Ended December 31, 2023, compared to the Year Ended December 31, 2022

Revenue

We had $3,775,142 in revenue for the year ended December 31, 2023, compared to $1,140,574 for the year ended December 31, 2022. The increase in revenue is due to a full year of operations from IND and the acquisition of Red Gear in October, 2023.

Cost of Goods Sold

We incurred $2,564,093 in costs of goods sold for the year ended December 31, 2023, compared to $724,738 for the year ended December 31, 2022. This increase is due to a full year of operations from IND and the acquisition of Red Gear in October, 2023.

Intangibles impairment

We incurred $4,136,746 in Intangibles impairment for IND for the year ended December 31, 2023 to reduce its goodwill to $1,226,427, compared to $0 for the year ended December 31, 2022. It was determined that the present value of expected future earnings were less than the carrying value of the goodwill.

General and administrative expenses

We had $1,097,111 of general and administrative expenses (“G&A”) for the year ended December 31, 2023, compared to $559,378 for the year ended December 31, 2022, an increase of $620,979 or 1.96%.

Compensation

We had $1,547,935 in compensation for the year ended December 31, 2023 compared to $652,216 of compensation for the year ended December 31, 2022. Stock compensation expense was $1,690,791and $0, for the years ended December 31, 2023 and 2022, respectively.

Professional expenses

We incurred $421,883 of professional fees for the year ended December 31, 2023, compared to $454,296 for the year ended December 31, 2022, a decrease of $32,413 or 7%. Professional fees generally consist of audit, legal, accounting and investor relation service fees.

Other income (expense)

For the year ended December 31, 2023, we had total other expense of $15,095,860, compared to total other expenses of $91,746 for the year ended December 31, 2022. In the current period we incurred $752,526 of interest expense. We also incurred a loss of $14,343,334 for initial derivative expense and for the change in the fair value of derivatives.

In the prior period we incurred $91,746 of interest expense.

Net loss

We incurred a net loss of $22,906,015 for the year ended December 31, 2023, compared to a net loss of $1,341,800 for the year ended December 31, 2022. Our net loss was due to intangibles impairment, higher compensation, increased interest expense, and a greater loss due to change in fair value of derivatives.

Liquidity and Capital Resources

Cash flow from operations

Cash used in operating activities for the year ended December 31, 2023 was $762,097 compared to $1,192,388 of cash used in operating activities for the year ended December 31, 2022.

Cash Flows from Investing

We used $1,181,514 for investing activities for the year ended December 31, 2023, compared to netting $670,577 for investing activities for the year ended December 31, 2022.

Cash Flows from Financing

For the year ended December 31, 2023, we netted $1,732,706 from financing activities. We received $1,225,000 from proceeds from a loan (Fora) and $436,000 from the issuance of convertible notes. We repaid $399,750 on lines of credit and to other financial institutions and $321,008 on payment of seller notes. We received $1,128,354 on proceeds from related party loans.

For the year ended December 31, 2022, we netted $956,399 from financing activities. We received $762,836 from the proceeds from related party loans, $212,000 from proceeds from the sale of common stock and $125,000 for cash received from stock to be issued. We repaid $143,437 in related party loans.

Critical Accounting Policies

Refer to Note 2 of our financial statements contained elsewhere in this Form 10-KT for a summary of our critical accounting policies and recently adopted and issued accounting standards.

Financial Reporting

The financial statements included in this Form 10-KT for the period ended 12/31/23 have not been audited by an independent registered public accounting firm due to complex transactions of an acquisition, reverse merger, and change of fiscal year. The Company is actively working with its independent registered public accounting firm to complete the audit as soon as practicable. We anticipate that the audit will be completed within 30 days, and we will file an amendment to this Form 10-KT to include the audited financial statements and any additional disclosures required.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

YUENGLING’S ICE CREAM CORPORATION

Index to Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB #5525)		F-2

Consolidated Balance Sheets as of December 31, 2023 and 2022		F-4

Consolidated Statements of Operations for the Years ended December 31, 2023 and 2022		F-5

Consolidated Statement of Changes in Stockholders’ Deficit for the Years ended December 31, 2023 and 2022		F-6

Consolidated Statements of Cash Flows for the Years ended December 31, 2023 and 2022		F-7

Notes to Consolidated Financial Statements		F-8

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of
Yuengling’s Ice Cream Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Yuengling's Ice Cream Corporation and Subsidiary (“the Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not been profitable since inception, has sustained net losses, and has incurred negative cash flows from operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

F-2

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

Valuation of Goodwill

Description of the Critical Audit Matter

As discussed in Note 5 to the consolidated financial statements, goodwill is tested for impairment annually, or more frequently if impairment indicators arise, and is recognized initially upon the acquisition of a business in which the fair value of consideration paid exceeds the net assets acquired. During the year ended December 31, 2023, an Impairment loss was recorded in the amount equal to the excess amount over goodwill carrying value.

Auditing management’s goodwill impairment test and initial business valuation was complex and highly judgmental due to the significant estimation required to determine the fair value of the goodwill and underlying business units, as well as the estimates and conclusions of the initial purchase price allocations. In particular, the fair value estimate was sensitive to significant assumptions, such as the Company’s financial forecast, discount rate, and operating costs, which are impacted by expectations about future conditions.

How the Critical Audit Matter Was Addressed in the Audit

To test the estimated fair value of the Company’s goodwill and evaluate the Company’s business combinations, we performed audit procedures that included, among other things, the following:

●

Assessing methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis.

●

Assessing the current financial forecast in light of management’s current plans, and we assessed the historical basis of management’s estimates based on its current operating results that would result from changes in the assumptions.

●

Obtaining and reviewing underlying agreements and evaluating the appropriateness of acquisition date fair values.

Fruci & Associates II, PLLC – PCAOB ID #05525

We have served as the Company’s auditor since 2019.

Spokane, Washington

September 9, 2024

F-3

YUENGLING’S ICE CREAM CORPORATION

CONSOLIDATED BALANCE SHEETS


	December 31, 2023			December 31, 2022
ASSETS
Current Assets:
Cash	$	360,673		$	571,578
Accounts receivable		239,825			55,655
Prepaid expenses		275,780			155,972
Total Current Assets		876,278			783,205

Other Assets:
Prepaid expenses, non-current portion		-			131,894
Deposits		8,618			-
Furniture and fixed assets, net		445,697			-
Goodwill		3,343,929			5,363,173
Right of use asset		518,968			109,456
Total non-current assets		4,317,212			5,604,523

Total Assets	$	5,193,490		$	6,387,728

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	1,764,696		$	403,784
Other current liabilities, customer pre-payments		68,618			31,444
Due to officers		309,725			132,225
Due to affiliated companies		1,570,253			619,399
Due to financial institutions		1,649,134			-
Notes payable		202,206			-
Convertible notes payable, net of put premiums of $15,000		30,000			-
Seller notes and loans payable related parties, current portion		1,175,124			289,398
Seller term note		1,175,000			-
Vehicle and equipment loans		336,610			-
SBA loans payable		1,012,392			-
Derivative liability		14,637,055			-
Officer life insurance liability, current portion		450,000			382,500
Equipment lease, non-current portion		26,092			-
Lease liability, current portion		171,315			46,756
Total Current Liabilities		24,578,220			1,905,506

Non-Current Liabilities:
Notes payable, non-current portion related parties		192,932			1,753,795
Convertible note payable, net of $429,350 debt discounts		40,650			-
Officer life insurance premium, non-current portion		2,250,000			2,700,000
Preferred stock (Series C & D) dividends, payable		76,849			-
Equipment lease, non-current portion		25,090			-
Lease liability, non-current portion		347,605			62,701
Total Non-Current Liabilities		2,933,126			4,516,496

Total Liabilities		27,511,346			6,422,002

Commitments and contingencies		-			-

Temporary Equity
Preferred Series A stock to be issued		357,022			-
Total temporary equity		357,022			-

Stockholders’ Deficit:
Common stock to be issued		68,000			660,000
Preferred stock Series A, $0.0001 par value, 2,000,000 shares authorized, 475,000 and 475,000 shares issued and outstanding as of December 31, 2023 and 2022, respectively		48			48
Preferred stock, Series C, par value $0.0001, 8,750,000 shares authorized, 8,750,000 and 0 shares issued and outstanding at December 31, 2023 and 2022, respectively		875			875
Preferred stock, Series D, par value $0.0001, 1,250,000 shares authorized, 1,250,000 and 0 shares issued and outstanding at December 31, 2023 and 2023, respectively		125			125
Common stock, $0.0001 par value, 2,500,000,000 shares authorized, 349,488,710 and 14,828,595 shares issued and outstanding as of December 31, 2023 and 2022, respectively		349,489			14,827
Additional paid in capital		1,616,009			1,016,412
Accumulated deficit		(24,709,424	)		(1,726,560	)
Total Stockholders’ Deficit		(22,674,878	)		(34,273	)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$	5,193,490		$	6,387,728

The accompanying notes are an integral part of these consolidated financial statements.

F-4

YUENGLING’S ICE CREAM CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS


	For the Years Ended December 31,
	2023			2022
Revenue	$	3,775,142		$	1,140,574
Cost of goods sold		2,564,093			724,738
Gross profit		1,211,049			415,836

Operating Expenses:
Intangibles impairment		4,136,746			-
Loss on disposition		126,738			-
General and administrative expenses		1,097,111			559,378
Stock compensation		1,690,791			-
Compensation		1,547,935			652,216
Professional fees		421,883			454,296
Total operating expenses		9,021,204			1,665,890

Loss from operations		(7,810,155	)		(1,250,054	)

Other income (expense):
Interest expense		(752,526	)		(91,746	)
Derivative expense		(1,548,592	)		-
Change in fair market value		(12,794,742	)		-
Total other expense		(15,095,860	)		(91,746	)

Loss before provision for income tax		(22,906,015	)		(1,341,800	)
Provision for income tax		-			-
Net loss	$	(22,906,015	)	$	(1,341,800	)

Basic loss per share	$	(0.07	)	$	(0.11	)
Diluted loss per share	$	(0.07	)	$	(0.11	)

Basic weighted average shares		332,488,710			12,211,260
Diluted weighted average shares		332,488,710			12,211,260

The accompanying notes are an integral part of these consolidated financial statements.

F-5

YUENGLING’S ICE CREAM CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022


	Series A				Series C & D								To Be Issued Common			Additional
	Preferred Stock				Preferred Stock				Common Stock				Stock			Paid in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Amount			Capital		Deficit			Total
Balance December 31, 2021		475,000		48		10,000,000		1,000		14,828,595		14,829		660,000			1,016,412		(384,760	)		1,307,529

Net loss for the year ended December 31, 2022		-		-		-		-		-		-		-			-		(1,341,800	)		(1,341,800	)

Balance at December 31, 2022		475,000		48		10,000,00		1,000		14,828,595		14,829		660,000			1,016,412		(1,726,560	)		(34,271	)

Recapitalization adjustment, shares issued pre-merger		-		-		-		-		334,660,115		334,660		(592,000	)		113,532		-			(143,808	)

Incentive on future financing		-		-		-		-		-		-		-			52,602		-			52,602

Compensation, non-employees		-		-		-		-		-		-		-			291,186		-			291,186

Dividends on preferred shares		-		-		-		-		-		-		-			-		(76,849	)		(76,849	)

Warrants issued to investors		-		-		-		-		-		-		-			142,277		-			142,277

Net loss for the year ended December 31, 2023		-		-		-		-		-		-		-			-		(22,906,015	)		(22,906,015	)

Balance at January 31, 2023		475,000		48		10,000,000		1,000		349,488,710		349,489		68,000			1,616,009		(24,709,424	)		(22,674,878	)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

YUENGLING’S ICE CREAM CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Years Ended December 31,
	2023			2022
Cash flows from operating activities:
Net loss	$	(22,906,005	)	$	(1,341,800	)
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued for compensation and services		1,822,769			113,388
Debt discounts charged to interest expense		84,025			-
Depreciation		65,361			-
Vesting of Restricted Stock Units		-			6
Bad debt expense		-			6,880
Put premiums charged to interest expense, stock settled debt		15,000			-
Intangibles impairment		4,136,746			-
Derivative expense		1,548,592			-
Changes in fair market values		12,794,742			-
Related party advances funding operations		0			10,000
Changes in assets and liabilities:
Accounts receivable		(115,141	)		(162,151	)
Prepaid expense		3,458			91,532
Inventory		273,602
Right of use asset net of liability		254			-
A/P & Accrued liabilities		1,504,855			89,757
Customer deposits		37,174			-
Finance Lease		(27,529	)		-
Other current liabilities		0			-
Net cash used in operating activities		(762,097	)		(1,192,388	)

Cash flows from investing activities:
Cash acquired in acquisition		83,794			613,077
Cash paid in acquisition		(1,249,548	)		(325,000	)
ULI payable		-			382,500
Fixed assets purchased		(15,760	)		-
Net cash used in investing activities		(1,181,514	)		670,577

Cash flows from financing activities:
Loan proceeds – Fora		1,225,000			-
Loan repayments – Fora		(399,750	)		-
Sale of common stock		-			212,000
Proceeds for issuance of convertible notes		436,000
Cash received for stock to be issued		-			125,000
Repayment of seller notes		(289,398	)		-
Other loan repayments		(382,500	)		-
Convertible notes issued for service		15,000			-
Proceeds from affiliate advances		-			-
Proceeds – related party loans		1,128,354			762,836
Payments – related party loans		-			(143,437	)
Net cash provided by financing activities		1,732,706			956,399

Net change in cash		(210,905	)		434,588
Cash, beginning of year		571,578			136,990
Cash, end of year	$	360,673		$	571,578

Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-

Supplemental Disclosure of Non-Cash Activity:
Shares to be issued for acquisition	$	2,620,673		$	500,000
Shares issued for services		-			-
Preferred Series D for deferred finance charges		380,544			-
Right-of-use asset and lease liability – ASC 842	$	767,068			174,098

The accompanying notes are an integral part of these consolidated financial statements.

F-7

YUENGLING’S ICE CREAM CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

NOTE 1 – ORGANIZATION AND BUSINESS

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

In November, 2023, YCRM completed its acquisition of ReachOut Technology Corp. (“ReachOut”). ReachOut is a Managed Service Provider (MSP) that provides cybersecurity and IT services to Small to Medium Sized Businesses (SMBs). Management is highly experienced with business operation as well as acquisition and integration. After the closing of the ReachOut transaction, the Company agreed to assign the ice cream assets to Mid Penn Bank in return for the cancellation of the bank debt. The Company also ceased its Aureus Micro Markets operations at the time the ReachOut agreement was signed.

Reverse Merger/Acquisition of ReachOut Technology Corp.

The Share Exchange is intended to constitute a reorganization with the meaning of Section 368 of the Internal Revenue Code of 1986 (as amended).

As a result of the transaction, ReachOut became a subsidiary of the Company.

The Company evaluated the substance of the merger transaction and found it met the criteria for the accounting and reporting treatment of a reverse acquisition under ASC 805 (Business Combinations)-40-45 (Reverse Acquisition and Other Presentation Matters) and accordingly will consolidate the operations of ReachOut and the Company and the financial condition from the closing date of the transaction. The historic results of operations will reflect those of ReachOut. As such, ReachOut is treated as the acquirer while the Company is treated as the acquired entity for accounting and financial reporting purposes.

Under reverse merger accounting, the comparative historical financial statements of the Company, as the legal acquirer, are those of the accounting acquirer, ReachOut, the Company’s financial statements prior to the closing of the reverse acquisition; reflect only the business of ReachOut and its subsidiaries.

For accounting purposes, ReachOut is considered the acquirer of YCRM. based upon the terms of the Merger as well as other factors including; (i) RO former shareholders own approximately 87.5% of the combined Company’s outstanding common shares (giving effect to the conversion of the preferred Series C shares ReachOut stockholders received in exchange for the ReachOut stock) immediately following the closing of the Merger, and (ii ReachOut management hold key management positions of the combined Company. The Merger has therefore recorded as a reverse acquisition. The figures described in the notes and financial statements are a continuation of the figures of the legal subsidiary or accounting acquirer (ReachOut). However, the equity reflects the legal acquirer, or accounting acquiree (YCRM) equity structure. The acquisition value is recorded to reflect the par value of the outstanding shares of the Company, including the number of shares issued in the reverse acquisition and has been recast to reflect the merger transactions as if it had occurred as of the earliest period presented. Any difference is recognized as an adjustment to the additional paid in capital to the extent available, and then as a retained earnings adjustment.

Under the terms of the Control Block Transfer Agreement, Everett Dickson (former CEO) sold all his remaining Series A Preferred Stock to Richard Jordan (new CEO) for $140,000.

Following the closing of the agreements, Robert Bohorad and Everett Dickson resigned their positions as CEO and Chairman of the Board of Directors, respectively and Richard Jordan was appointed to those positions.

F-8

Under the terms of the Share Exchange Agreement the Company issued 8,750,000 shares of Series C Preferred Stock to the owners of ReachOut. in exchange for 100% of the shares of ReachOut upon closing the aforementioned acquisition.

ReachOut Technology Corp.

Reachout Technology, Corp. (“ReachOut”) is a corporation formed on February 13, 2020 under the laws of the State of Delaware. ReachOut provides cybersecurity and IT management solutions to businesses to protect their complete operating landscape and data secrets. ReachOut is headquartered in Chicago, Illinois.

From formation until the acquisition of Innovative Design Networks, LLC (“IND”) on September 2, 2022, ReachOut had no principal operations or revenue. ReachOut’s activities during this period primarily consisted of formation activities, acquisition research and preparations to raise capital.

ReachOut Corp. Acquisition - Innovative Network Designs LLC

IND is a New Jersey limited liability company and ReachOut acquired 100% of the member’s interest of IND in exchange for cash, notes payable, commitment to purchase universal life insurance policies for the principals and 500,000 restricted shares of ReachOut’s common stock. The transactions were deemed to be a business combinations and applied acquisition accounting under ASC 805.

Innovative Network Designs LLC - New Jersey

IND Corporation (“IND”) provides information technology services. IND offers cybersecurity, risk assessment, network security, cloud performance, remote management, migration support, and monitoring solutions for businesses, as well as provides consulting and maintenance services. IND serves clients in the States of New York, New Jersey, and Pennsylvania. IND can either manage and support a client’s entire technology infrastructure, or complement to the existing internal IT personnel. IND’s unique service model is designed to reduce client costs, increase client profits and mitigate client’s business risks.

ReachOut Corp. Acquisition - Red Gear LLC

ReachOut entered into a Membership Interest Purchase Agreement on September 29, 2023 with RedGear, LLC, a Texas limited liability company and acquired 100% of the members’ interest of RedGear, LLC, in exchange for cash, a note payable and the assumption of certain liabilities of RedGear, LLC. The transaction was deemed to be a business combination and applied acquisition accounting under ASC 805. Upon closing October 2, 2023, the total value of the consideration given for the purchase was $3,025,249 The purchase price was allocated to net tangible assets of $54,006 with the balance of $2,510,0291 allocated to goodwill, which is not amortized to expense. ReachOut hired an independent accounting firm to validate the Adjusted EBITDA (as defined in the closing documents). The results of the validation may result in a purchase price adjustment.

RedGear LLC - Texas

RedGear LLC (“RedGear”) provides professional technology services, structured cabling, equipment, and consulting in the Southwest US region. RedGear’s entire culture is built around supporting business infrastructures, while building relationships and delivering an exceptional customer service experience and always keeping customers’ best interest a top priority. RedGear has built its success by reputation, quality of work, professionalism, and always being there for clients every step of the way whenever needed. RedGear’s services, certifications, experience, and expertise cover the entire spectrum of Information Technology that no other regional technology service provider can match.

These are pre-acquisition descriptions. Post-acquisition, ReachOut Technology Corp. will re-brand its subsidiaries to ReachOut, add any unique revenue streams to ReachOut’s portfolio and standardize program offerings.

F-9

NOTE 2 – GOING CONCERN

The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt and the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated profits since inception, has sustained net losses of $22,906,015 for the year ended December 31, 2023, and has incurred negative cash flows from operations for the period. As of December 31, 2023, the working capital deficit, stockholders’ deficit, and accumulated deficit was $23,702,245, $22,674,878 and $24,709,424, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern for the next twelve months is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations. In the event that the Company cannot generate sufficient revenue to sustain its operations, the Company will need to reduce expenses or obtain financing through the sale of debt and/or equity securities. The issuance of additional equity would result in dilution to existing shareholders. If the Company is unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms acceptable to the Company, the Company would be unable to execute upon the business plan or pay costs and expenses as they are incurred, which would have a material, adverse effect on the business, financial condition and results of operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities as a result of this uncertainty.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). The accompanying consolidated financial statements include the accounts of ReachOut Technology Corp. and its wholly-owned subsidiaries, ReachOut IND and RedGear. All significant intercompany accounts and transactions have been eliminated in consolidation. Since September 2, 2022, following the purchase of 100% of the membership interests in Innovative Network Designs LLC, (now ReachOut IND) and RedGear, LLC on October 2, 2023, the operations, assets and liabilities have been consolidated into the Company.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, YIC Acquisitions Corp., ReachOut (and its subsidiaries). All material intercompany transactions and balances have been eliminated on consolidation. ReachOut’s wholly-owned subsidiaries, ReachOut IND and RedGear were acquired on September 2, 2022 (purchase of 100% of the membership interests) and on October 2, 2023 (purchase of 100% of the membership interests) respectively, the operations, assets and liabilities have been consolidated into the ReachOut. Company.

Use of Estimates

The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, inventory, revenue recognition and the valuations of common and preferred stock, valuations of derivative liabilities and intangible assets. The Company bases its estimates on historical experience, known trends, analysis and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.

F-10

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. At December 31, 2023 and 2022, all of the Company’s cash and cash equivalents were held at accredited financial institutions. As of December 31, 2023, the Company had $84,785 in excess of insured amounts at one financial institution.

The Company’s subsidiary, Innovative Design Networks, has one client with outstanding unpaid account representing a total of 68% of the accounts receivable balance at December 31, 2023. The RedGear subsidiary has one client with an outstanding unpaid accounts receivable representing a total of 58% of its total receivables as of December 31, 2023.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of year or less when purchased to be cash equivalents. There were no cash equivalents for the year ended December 31, 2023 or 2022.

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the year ended December 31, 2023.

Accounts Receivable

Trade receivables are recorded at net realizable value consisting of the carrying amount less the allowance for credit losses. Factors used to establish an allowance include the credit quality of the customer and other factors. The Company may also use the direct write-off method to account for uncollectible accounts that are not received. Using the direct write-off method, trade receivable balances are written off to bad debt expense when an account balance is deemed to be uncollectible. The Company maintains an allowance for credit losses primarily for estimated losses resulting from the inability or failure of individual customers to make required payments. The Company maintains an allowance under Accounting Standards Codification (“ASC”) 326 based on historical losses, changes in payment history, customer-specific information, current economic conditions, and reasonable and supportable forecasts of future economic conditions. The allowance under ASC 326 is updated as additional losses are incurred or information becomes available related to the customer or economic conditions. As of December 31, 2023, the calculated allowance for credit losses was $318, however due to the immateriality of the calculated amount no reserve was recorded.

Deferred Financing Costs

All unamortized deferred financing costs related to the Company borrowings are presented in the consolidated balance sheets as a direct deduction from the related debt. As of December 31, 2023 the unamortized deferred financing fees related to the issuance of preferred stock was $11,618 are included in prepaid expenses and other current assets. Amortization of these costs is reported as interest and financing costs included in the consolidated statement of operations. During the year ended December 31, 2023, $35,941 was charged to interest and financing costs.

Inventory

Inventory is stated at the lower of cost and net realizable value on a first-in, first-out basis. Cost is principally determined using the last-in, first-out (LIFO) method. The Company periodically assesses if any of the inventory has expired or if the value has fallen below cost. When this occurs, the Company recognizes an expense for inventory write down. Total inventories at December 31, 2023 and 2023 were $0 and $0, respectively. Inventory consists of technology related equipment purchased for customers having contractual obligations to pay for the equipment upon delivery. The components are awaiting delivery and installation stored at RedGear’s office facilities.

F-11

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Expenditures for repairs and maintenance are expensed as incurred.

Net Loss Per Share

Basic loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings (loss) of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. The total potentially dilutive shares calculated is 6,088,595,635 at December 31, 2023. As of December 31, 2023: there are obligations to issue Series A Preferred Stock which are convertible into 1,020,062,029 shares of common stock; the Series A Preferred shares outstanding convertible into 699,082,277 of common shares; the Series C Preferred shares outstanding may convert into 2,446,420,970 common shares; the Series D Preferred shares outstanding may convert into 49,926,959 common shares; the warrants outstanding my convert into 305,757,519 common shares; and there are 1,566,666,667 potentially dilutive shares arising from the conversion value of the convertible notes payable. Warrants and options outstanding may be exercised into 306,368,733 common shares. It should be noted that contractually the limitations on obligation to convertible notes, the various preferred series and warrant holders that limit the number of shares converted to either 4.99% or 9.99% of the then outstanding shares. The Company’s Chairman of the Board of Directors holds a control block of Series A Preferred Stock which confers upon him a majority vote in all Company matters including authorization of additional common shares or to reverse split the stock. As of December 31, 2023, and 2023, potentially dilutive securities consisted of the following:

Schedule of antidilutive shares
	December 31, 2023		December 31, 2022
Series A Preferred Stock Payable		1,020,062,029		-
Series A Preferred Stock outstanding		699,082,277		1,000,000
Series C Preferred Stock outstanding		2,446,420,970		-
Series D Preferred Stock outstanding		49,926,959		-
Warrants		305,757,519		-
Third party convertible debt		1,566,666,667		-
Common shares to be issued		68,000		660,000
Common stock options		611,214		-
Total		6,088,595,635		1,660,000

Stock-based Compensation

In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019. The adoption of ASU 2018-07 did not have a material impact on our consolidated financial statements.

Convertible Notes with Fixed Rate Conversion Options

The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the Note date with a charge to interest expense in accordance with ASC 480 - “Distinguishing Liabilities from Equity”.

F-12

Derivative Financial Instruments

The Company evaluates its convertible notes to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Fair Value Measurements

The Company follows the FASB Fair Value Measurements standard, as they apply to its financial instruments. This standard defines fair value, outlines a framework for measuring fair value, and details the required disclosures about fair value measurements.

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Level 1 inputs include quoted market prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data. The standard requires the utilization of the lowest possible level of input to determine fair value and carrying amounts of current liabilities approximate fair value due to their short-term nature.

The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

The Company’s non-financial assets, such as property and equipment, are adjusted to fair value only when an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs.

Level 1: Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2: Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly.

Level 2 inputs include quoted prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest rates.

Level 3: Level 3 inputs are unobservable inputs.

The following required disclosure of the estimated fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The methods and assumptions used to estimate the fair values of each class of financial instruments are as follows: Cash and Cash Equivalents, Accounts Receivable, and Accounts Payable. The items are generally short-term in nature, and accordingly, the carrying amounts reported on the consolidated balance sheets are reasonable approximations of their fair values.

The carrying amounts of Notes Payable approximate the fair value as the notes bear interest rates that are consistent with current market rates.

F-13

The table below classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2023 and 2022.


	At December 31, 2023						At December 31, 2022
Description	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Derivative Liability		-		-	$	14,637,055		-		-	$	-

A roll-forward of the level 3 valuation financial instruments is as follows


	Derivative Liabilities
Balance at December 31, 2022	$	-
Charged to derivative expense upon issuance of related note		1,406,313
Classified as initial debt discount upon issuance of related note		436,000
Fair Value adjustments - convertible note		12,794,742
Balance at December 31, 2023	$	14,637,055

A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy for the year ended December 31, 2023 is as follows:

Schedule of derivative liabilities
Inputs	December 31, 2023
Stock price	$	0.009
Conversion price	$	0.0003
Volatility (annual)		348	%
Risk-free rate		5.18	%
Dividend rate		-
Years to maturity		1.36

An additional $142,279 was charged to derivative expense upon issuance of 142,424,186 warrants to an investor. This charge was credited to additional paid in capital.

Income Taxes

Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term.

Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2023, and 2022, no liability for unrecognized tax benefits was required to be reported.

F-14

Revenue recognition

The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, and its related amendments (collectively known as “ASC 606”), effective January 1, 2018. The Company determines revenue recognition through the following steps:

Identification of a contract with a customer;

Identification of the performance obligations in the contract;

Determination of the transaction price;

Allocation of the transaction price to the performance obligations in the contract; and

Recognition of revenue when or as the performance obligations are satisfied.

For the years ended December 31, 2023 and 2022, the Company deferred revenue of $68,618 and $31,444, respectively. The deferral of revenue is based on management’s determination that services or goods have not been provided to the customers as of the reporting date and therefore the revenue is unearned.

The Company and its wholly owned subsidiaries (“Operating Companies”) are not selling or leasing software to customers. The operating companies provide managed IT services (managing customers networks including security, support user needs and network infrastructure), and installation (cabling and network hardware and third-party software set up). Agreements such as the Master Consulting Services Agreement are entered into by the operating companies and their clients. These agreements provide the general terms of service and the legal matters essential to the agreement. The agreements are supplemented by Statements of Work (SOW) which spell specific services and any hardware to be provided. Invoices are prepared based on the terms of the SOW either monthly for services to be rendered for the coming month or based on installation progress estimates, collectively the billings are based on performance obligations. Revenue from invoiced billings is recognized when performance obligations are satisfied through the transfer of control of promised goods to the Company’s customers in an amount that reflects the consideration expected to be received in exchange for transferring goods or services to customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance.

It is management’s practice to only invoice for services and goods to be provided within the coming month. While services may not be fully transferred the client is in fact obligated to pay the invoiced amount unless the contract is terminated with prior notice.

The Company manages its operating income on a regional basis at the present time. Revenue recognized for the Northeast region was $2,750,643 (full year), and $1,024,499 for the Southeast region (fourth quarter since acquisition) for the period ended December 31, 2023.

Advertising Costs

Advertising costs are expensed as incurred and are included in General and Administrative expenses. The Company expensed $171,774 for advertising and marketing during the year ended December 31, 2023.

Deferred Offering Costs

The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340, Other Assets and Deferred Costs, with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to additional paid-in capital or as a discount to debt, as applicable, upon the completion of an offering or to expense if the offering is not completed. As of December 31, 2023 and 2023 the Company had recorded $0 and $0 in deferred offering costs, respectively. The costs of $305,000 recognized during the year ended December 31, 2021, were recognized as a charge to additional paid in capital during the year ended December 31, 2022.

Stock-Based Compensation

The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation — Stock Compensation, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. In accordance with ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting share-based payment transactions for acquiring goods and services from nonemployees are included. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied.

F-15

Business Combinations

In accordance with ASC 805-10, “Business Combinations”, we account for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Any cost or equity method interest that we hold in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value. Results of operations of the acquired entity are included in our results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets.

Related Party Transactions

The Company follows FASB ASC subtopic 850-10, “Related Party Transactions”, for the identification of related parties and disclosure of related party transactions.

Pursuant to ASC 850-10-20, related parties include: a) our affiliates; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit sharing trusts that are managed by or under the trusteeship of management; d) our principal owners; e) our management; f) other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Material related party transactions are required to be disclosed in the consolidated financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement

Lease Accounting

In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires lessees to report on their balance sheets a right-of-use asset and a lease liability in connection with most lease agreements classified as operating leases under the prior guidance (ASC Topic 840). Under the new guidance, codified as ASC Topic 842, the lease liability must be measured initially based on the present value of future lease payments, subject to certain conditions. The right-of-use asset must be measured initially based on the amount of the liability, plus certain initial direct costs. The new guidance further requires that leases be classified at inception as either (a) operating leases or (b) finance leases. For operating leases, periodic expense generally is flat (straight-line) throughout the life of the lease. For finance leases, periodic expense declines over the life of the lease. The new standard, as amended, provides an option for entities to use the cumulative-effect transition method. As permitted, the Company adopted ASC Topic 842 effective June 1, 2020. The adoption of ASC Topic 842 did not have a material impact on the Company’s consolidated financial statements.

F-16

The Company’s subsidiaries have recognized the Right of Use assets and related liabilities for leases and sublease for the office facilities in New Jersey, Texas and Arizona during the years ended December 31, 2023 and 2022, and following the acquisitions are accounted for under ASC 842. The corporate office is an informal arrangement which provides for office space in a shared office environment with a company controlled by the CEO and has not been charged for the office space during the years ended December 31, 2023 and 2022. During the year ended December 31, 2023 and 2022 the Company recognized lease liabilities of $767,068 (2024) and $174,098 (2023) and the related right-of-use asset for the same amounts, and will amortize both over the life of the lease.

Recently Adopted Accounting Pronouncements

The Company has reviewed the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. We have carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting: Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 modifies the reportable segment disclosure requirements, primarily by requiring enhanced disclosures about significant segment expenses. In addition, ASU 2023-07: (i) enhances interim disclosure requirements, (ii) clarifies the circumstances in which an entity can disclose multiple measures of a segment’s profit or loss, (iii) provides new segment disclosure requirements for public entities with a single reportable segment, and (iv) requires that a public entity disclose the title and position of the chief operating decision maker (“CODM”) and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments in ASU 2023-07 are to be applied retrospectively to all prior periods presented in the financial statements

In March 2022, the FASB issued ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326)”, which is intended to address issues identified during the post-implementation review of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The amendment, among other things, eliminates the accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40, “Receivables - Troubled Debt Restructurings by Creditors”, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The new guidance is effective for interim and annual periods beginning after December 15, 2022. This adoption did not have a material effect to the Company.

In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity, and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. The Company adopted ASU 2020-06 on February 13, 2020 and the adoption did not have any impact on its financial statements.

Management does not believe that any other recently issued accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

F-17

NOTE 4 – PROPERTY & EQUIPMENT

Property and Equipment are first recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of assets as follows between three and five years.

Long lived assets, including property and equipment, to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income.

Property and equipment stated at cost, less accumulated depreciation consisted of the following:

Schedule of property and equipment
	December 31, 2023			December 31, 2022
Property and equipment	$	1,050,369		$	-
Less: accumulated depreciation		(604,672	)		-
Property and equipment, net	$	445,697		$	-

Property and equipment consisted of vehicles, leasehold improvements and computers and other network technology equipment, primarily located in the RedGear office facilities. In 2023, the Depreciation Expense was $65,361.

NOTE 5 – GOODWILL

The Company acquired the operations, assets and liabilities of Innovative Network Designs, LLC during the year ended December 31, 2022. The Company recognized goodwill of $5,363,173. The Company reduced it’s goodwill by $4,136,746, with a charge to operating expenses, based on the results annual impairment tests. It was determined that the present value of expected future earnings were less than the carrying value of the goodwill. During the year ended December 31, 2023, the Company acquired the operations, assets and liabilities or RedGear, LLC and recognized goodwill of $2,117,502. The goodwill asset is compared to its fair value at least annually (“impairment test”). The Company follows ASC 350 20 – Goodwill.

Membership Interest Purchase Agreement

Innovative Network Designs, LLC

The Company entered into a Membership Interest Purchase Agreement on August 1, 2022 with Innovative Network Designs, LLC, a New Jersey limited liability company and acquired 100% of the member’s interest of Innovative Network Designs, LLC, in exchange for cash, notes payable, commitment to purchase universal life insurance policies for the two principals and 500,000 restricted shares of the Company’s common stock. The transaction was deemed to be a business combination and the Company applied acquisition accounting under ASC 805. Upon closing (September 2, 2022) the total value of the consideration given for the purchase was $6,018,193. Included in the purchase consideration: is the commitment to pay universal life insurance policies for a total cash value of $3,150,000 over seven years ($382,500 annually), which the Company anticipates will be financed by a third party; a term promissory note (24 months with a ballon payment at maturity); a promissory note secured by a second priority lien on all the Company’s membership interests and other defined assets (amortizable); and 500,000 shares of the Company’s common stock, valued at $1.00 per share (the offering price of the Company’s regulation A offering documents). The purchase price was allocated to net tangible assets of $655,020 with the balance of $5,363,173 allocated to goodwill, which is not amortized to expense (see note 5). During the year ended December 31, 2023 a charge of $4,136,746 was taken reducing goodwill to $1,226,427. The assets and liabilities (with the exception of the lease related items) are short term and therefore book value approximates the fair value. Management believes that there is significant value in the customer list and the trade name, but has not done separate valuation analysis. The Company does not believe than any material variations between separately valued intangible assets compared to current goodwill value would be determinable under separate valuations of the intangible assets. An impairment analysis will consider each potential sub component (customer list, workforce in place etc.) of the Goodwill recorded in accordance with the relevant accounting standards at least annually and more frequently should there be any financial or economic issues suggesting an impairment.

F-18

Assets Acquired and Liabilities Assumed


Assets Acquired	Fair Value
Cash	$	613,077
Accounts Receivable		217,816
Prepaid Expenses		62,706
Right of Use Asset		109,456
Total Assets	$	1,003,055
Liabilities Assumed
Accounts Payable	$	49,936
Accrued Expenses		118,521
Sales Tax Payable		70,122
Lease Liabilities		109,457
Total Liabilities	$	348,036

Consideration Value
Cash	$	325,000
Convertible Note		1,175,000
Universal Life Insurance Commitment		3,150,000
Promissory Note		868,193
Common Stock		500,000
Total Purchase Price		6,018,193
Less, net asset value		655,020
Less impairment charge - 2023		4,136,746
Value of intangible assets	$	1,226,427

Acquisition - Red Gear LLC

The Company entered into a Membership Interest Purchase Agreement on September 29, 2023 with RedGear, LLC, a Texas limited liability company and acquired 100% of the member’s interest of RedGear, LLC, in exchange for cash, a note payable and the assumption of certain liabilities of RedGear, LLC. The transaction was deemed to be a business combination and the Company applied acquisition accounting under ASC 805. Upon closing on October 2, 2023, the total value of the consideration (including assumed SBA loans and other net liabilities) given for the purchase was $2,038,809. The purchase price was allocated to net liabilities of $344,307 with the balance of $2,540,502 allocated to goodwill, which is not amortized to expense. The Company hired an independent accounting firm to validate the Adjusted EBITDA (as defined in the closing documents). The results of the validation resulted in a purchase price adjustment of $525,526 (reflected in the table below). The fair value of certain assets and liabilities may result in an adjustment to the carrying value of the investment in RedGear, LLC. Management believes that there is significant value in the customer list and the trade name, but has not done separate valuation analysis. The Company does not believe any material variances would be present in the classification of differing types of indefinite-lived intangible assets versus the goodwill recorded within the financial statements of RedGear. An impairment analysis will consider each potential sub component (customer list, workforce in place etc.) of the Goodwill recorded in accordance with the relevant accounting standards at least annually and more frequently should there be any financial or economic issues suggesting an impairment.

F-19

Assets Acquired and Liabilities Assumed


Assets Acquired	Fair Value
Cash	$	83,794
Accounts Receivable		106,931
Receivable, Related Party		126,643
Fixed Assets,		784,252
Right of Use Asset		592,970
Total Assets	$	1,567,947
Liabilities Assumed
Accounts payable	$	49,393
Accrued Expenses		62,402
Bank line of credit		50,000
Vehicle and equipment loans payable		468,189
SBA Loan		423,000
Lease Liabilities		592,970
Total Liabilities	$	1,646,640

Consideration Value
Cash	$	1,249,248
Promissory Note		789,261
Total Purchase Price		2,038,809
Tangible Net Liabilities		78,693
Value of intangible assets	$	2,117,502

NOTE 6 – BANK NOTES AND LOANS

The Company has an SBA loan with monthly payments that matures on March 13, 2026. The balance due on this loan as of December 31, 2023 and 2022, is $589,092 and $595,092, respectively. As of July 31, 2023, the interest rate on this loan has increased to 10.25% from its original 5.25%.

The Company has a line of credit requiring monthly payments. On December 24, 2021, $106,201 from a CD was applied to the Line of Credit balance. On April 5, 2023, a property pledged as collateral by David Yuengling was taken over by Mid Penn Bank. The property’s appraised value of $204,360 was applied to the principal of the Line of Credit and recognized as additional paid in capital. The balance due on this loan as of December 31, 2023 and 2022, is $489,439 and $693,799, respectively. As of July 31, 2023, the interest rate on this loan has increased to 9.5% from its original 4.25%.

The Company’s subsidiary ReachOut Technology Corporation assumed two SBA notes payable originally issued by RedGear, as part of the acquisition. The first note was issued May 26, 2020 for $150,000, matures in thirty years and bears interest at 3.75%. The note principal and accrued interest at December 31, 2023 are $150,000 and $20,250, respectively. The second note was issued November 22, 2021, for $273,500, matures in thirty years and bears interest at 3.75%. The note principal and accrued interest at December 31, 2023 are $273,500 and $21,608, respectively.

F-20

NOTE 7 – SELLERS’ TERM AND SECURED NOTES PAYABLE

On October 1, 2022 the Company’s subsidiary ReachOut issued a term promissory note to the sellers of the membership interest in Innovative Network Designs LLC. Under the option selected by the holder of the note, a ballon payment of principal is due on October 1, 2024. The note principal is $1,175,000 bears interest at 24%, matures on October 1, 2024. The principal $1,175,000 and accrued interest at December 31, 2023 is $351,534.

On October 1, 2022 the Company issued a secured promissory note to the sellers of the membership interest in Innovative Network Designs LLC. The note principal is $578,795 bears interest at 7%, matures on April 2, 2025. The note amortizes over the term with the first principal payment of $96,466 due on April 15, 2023, along with $37,463 of accrued interest. Subsequent quarterly payments of interest and principal begin on July 15, 2026 and continue through maturity. The note is secured by a second priority lien on the membership interest purchased by the Company and certain other assets related to the acquisition. The current portion due is $385,863 and the non-current portion due is $192,932, as of December 31, 2023. Accrued interest is $72,869 as of December 31, 2023.

On September 29, 2023, the Company issued a promissory note to the former members of RedGear, LLC as partial payment for the RedGear acquisition. The note principal is $789,621, bears interest at 8% and matures on September 28, 2024. Principal is subject to adjustment based on the findings of a third-party accounting firm related to EBITDA reported compared to actual. The examination is not complete and therefore no adjustment is warranted at December 31, 2023. Accrued interest is $26,800 as of December 31, 2023.

Schedule of secured note payable
Period	Principal		Interest		Total
January 15, through October 15, 2024	$	1,175,124	$	198,699	$	1,373,823
January 15, through March 2, 2025		192,932		4,255		197,187
Totals	$	1,368,056	$	202,954	$	1,571,010

NOTE 8 – DUE TO OFFICERS

The amount due to officers of $309,725 at December 31, 2023, includes $177,500 of compensation due to senior employees at Innovative Network Designs and RedGear operating companies. The balance of $132,225 is due to the CEO for advances to fund operations. The advances carry no interest and no maturity date.

NOTE 9 – DUE TO AND FROM AFFILIATIATED COMPANYS

At December 31, 2023 $1,570,253 is due to affiliates. The affiliate in a private corporation controlled by the CEO which has funded operations for the two years ended December 31, 2023. The advances carry no interest and no maturity date.

NOTE 10 – DUE TO FINANCIAL INSTITUTIONS

The Company has taken loans from financial institutions in the form of sales of future receivables, have a current outstanding balance of principal of $1,649,134.

The Company, through its wholly owned subsidiary IND, engaged PIPE Technologies Inc. for financing. The financing arrangement was in the form of a sale of future revenues, whereby PIPE advanced a net amount of $613,800 on February 7, 2023, recorded on the books of the Company. On February 1, 2023 the Company recognized $59,520 as principal charged to interest expense related to the financing, also recorded on the books of the Company. The amount of $59,520 was deducted from the proceeds advanced. The total loan principal of $773,320 was recognized. From March 31, to September 30, 2023 the Company made monthly payments of $64,138, and from October 31, to December 7, 2023 the Company made monthly payments of $44,871. The total amount paid of $583,578 was applied to principal leaving a balance of $89,743.

The Company arranged a similar financing transaction with Fora Financial for which it received cash of $1,212,500 net of underwriting fees of $37,500 (treated as OID and amortized over the life of the loan). A total of $312,500 of interest charges were charged by the lender. Weekly payments of principal and interest totaling $31,250 were scheduled to be paid beginning March 7, 2023. At December 31, 2023 a total principal of $1,247,294, less unamortized discounts of $177,342 ($1,069,952 net for presentation) have been recognized as due to Fora

F-21

Choice Financial Group is owed $8,000 under a financial arrangement at December 31, 2023.

There is approximately $489,439 due to Mid Penn Bank under a line of credit, as of December 31, 2023. This financing is subject to a debt forgiveness agreement with Mid Penn to be settled in January 2024.

NOTE 11 – THIRD PARTY NOTES PAYABLE

Schedule of third party notes payable
	January 31, 2024		October 31, 2023
Note principal	$	202,206	$	184,296

The Company has issued various notes to investors to fund operations prior to the reverse merger on November 9, 2023. Below is basic information about each of these legacy financings.

During the year ended December 31, 2023, $17,910 of related party notes payable were reclassified to notes payable (third parties) as the former officer is not a related party. There is no interest due on the note.

On September 9, 2015, the 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. This note is in default and its interest rate has been increased to 10%. As of December 31, 2023, accrued interest amounted to $15,151.

On February 23, 2017, the Company issued Travel Data Solutions a promissory note in the principal amount of $17,500, bearing interest at the rate of 8% per annum, compounded annually, and maturing on the first anniversary of the date of issuance. This note is in default. As of December 31, 2023, accrued interest amounted to $12,180.

On March 27, 2017, the Company issued Craigstone Ltd. A promissory note in the principal amount of $12,465, bearing interest at the rate of 8% per annum, compounded annually, and maturing on the first anniversary of the date of issuance. This note is in default. As of December 31, 2023, accrued interest amounted to $8,265.

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 December 31, 2023, accrued interest amounted to $2,905.

On July 28, 2017, the Company issued Backenald Trading Ltd. A promissory note in the principal amount of $20,000, bearing interest at the rate of 8% per annum, compounded annually, and maturing on the first anniversary of the date of issuance. This note is in default. As of December 31, 2023, accrued interest amounted to $12,405.

On January 24, 2020, the Company issued a third party a promissory note in the principal amount of $15,000, bearing interest at the rate of 10% per annum, and maturing on April 30, 2020. As of December 31, 2023, there is $0 and $1,155, principal and interest, respectively, due on this note.

On March 24, 2020, the Company issued a third party a promissory note in the principal amount of $20,000, bearing interest at the rate of 10% per annum, and maturing on May 30, 2020. As of December 31, 2023, following forgiveness of $5,000 and $6,131 of principal and interest respectively the balance due on this note for principal and interest is $0 and $0, respectively.

On June 1, 2023, the Company issued a third party a promissory note in the principal amount of $40,675, bearing interest at the rate of 5% per annum, and maturing on June 1, 2024. During the year ending December 31, 2023, an additional $15,000 was advanced to the Company bringing the total principal due to $55,675, as of December 31, 2023.

The Company was also indebted to a third party for a total of $24,656, for a non-interest-bearing note. This note was in default since December 30, 2015.

F-22

NOTE 12 – CONVERTIBLE NOTES PAYABLE

Post Reverse Merger Issuances

NOTE 13 – SMALL BUSINESS LOANS PAYABLE

RedGear has two SBA loans that were assumed by ReachOut. At December 31, 2023 the principal balances are $273,400 and $149,900.

YIC (wholly owned subsidiary of YCRM) has an outstanding principal balance on an SBA loan of $589,092. This financing is subject to a debt forgiveness agreement with Mid Penn to be settled in January 2024.

NOTE 14 – OFFICER LIFE INSURANCE PREMIUMS PAYABLE

On October 1, 2022, the Company committed to paying life insurance with the sellers of the membership interest in Innovative Network Designs LLC. The total amount of the liability was $3,150,000 to be paid in equal installments of $450,000 over seven years. The current portion due is $450,000 and the non-current portion due is $2,250,000, as of December 31, 2023.

Schedule of life Insurance Payable
Year Ended December 31:	Insurance Premiums Due
2024		450,000
2025		450,000
2026		450,000
2027 - 2029		1,350,000
Total	$	2,700,000

F-23

NOTE 15 – RELATED PARTY TRANSACTIONS

In February 2020, ReachOut recorded stock compensation expense of $110,000 for the accrual of the founder’s stock issuances with a corresponding entry to loan payable, related party. The loan payable, related party balance was reduced to $0 upon the issuance of the 1,000,000 shares of Series A convertible preferred stock and 10,000,000 shares of common stock issued to the founder. During 2020, 66,669 Restricted Stock Units (“RSUs”) were issued to the CEO (and Chairman of the Board) for compensation. The RSUs fully vest over one year of the issuance date and are fully vested as of December 31, 2022. On October 30, 2023 an additional 11,000,000 common shares were issued to the CEO.

During the years ended December 31, 2022 and 2021, the Company’s CEO advanced the Company funds for operating expenses. At December 31, 2023 and 2022, the outstanding balances owed were $132,225 and $132,225, respectively. No interest is due on this informal arrangement. No such advances were issued during the year ended December 31, 2023.

During the years ended December 31, 2023 and 2022, an entity controlled by the CEO advanced (net of repayments) the Company $887,854 and $619,399, respectively. The Company used the funds to pay various operating expenses. The balance due is $1,570,253671 at December 31, 2023 and is included in due to affiliated companies as presented on the balance sheet.

During the year ended December 31, 2022, the Company issued notes to former owners of the membership interest in Innovative Network Designs, LLC (now ReachOut IND) and committed to purchase universal life insurance for officers of ReachOut IND. The notes issued were a term promissory note for $1,175,000 and an amortizing promissory note for $868,193, the commitment to purchase life insurance totaled $3,150,000, see footnotes 12 and 14.

During the year ended December 31, 2023, the Company issued notes totaling $1,314,787 to the former owners of the membership interest in RedGear, LLC and paid cash of $1,249,248, see footnote 12. Following the contractual terms of the purchase agreement the note principal was reduced $789,261 as of December 31, 2023.

Compensation due to a current officer of RedGear amounts to $137,500 at December 31, 2023.

RedGear is obligated under office leases to a company controlled by the former owners of the RedGear membership interests. The office space is in two locations in the city of El Paso, Texas and covers approximately 10,000 square feet in total. The liability as calculated for the right to use asset (under ASC 842) is $406,015, which is included in the lease amounts for the year ended December 31, 2023 in note 11.

The Company and the former principle of ReachOut IND entered into an employment agreement. The former head of ReachOut IND is named as Regional Vice President of Northeast (the Executive) at an annual salary of $250,000, plus incentive compensation with a target bonus of 10% of salary and a equity incentive of up to $1,400,00 value of Restricted Stock Units vesting ratably over seven years. The Executive is also given an annual expense stipend of $5,000, eligibility for employee benefits and specified paid leave. The initial term of the agreement is 24 months.

In June 2022, Everett Dickson advanced the Company $6,000 for a general operating expense. The $6,000 was repaid the following month.

During the year ended October 31, 2022, a $5,500 payment was mistakenly made to a company controlled by Everett Dickson. The amount is to be repaid. This amount was applied to the note payable during the year ended December 31, 2022.Pickle Jar the company benefiting from this error, advanced the Company $22,000, on September 1, 2023. The amount due to the Company from Pickle Jar was offset against this new advance leaving a note payable to Pickle Jar of $16,500. The funds advanced were used by the Company to repay the balance due on a convertible note held by Quick Capital, LLC.

F-24

On August 17, 2023, Everett Dickson paid $1,910, to a consultant of the Company’s. The transaction is considered a loan advance and is evidenced by a note payable (below) issued to Everett Dickson.

On September 1, 2023, Everett Dickson directly paid $13,500 to Diagonal Lending LLC on behalf of the Company paying the amount of the agreed settlement extinguishing the balance due on the convertible note due. The transaction is considered a loan advance and is evidenced by a note payable (below) issued to Everett Dickson.

On September 1, 2023, Everett Dickson deposited $2,000, into the Company’s bank accounts to fund payments. The transaction is considered a loan advance and is evidenced by a note payable issued to Everett Dickson. As of December 31, 2023 the note balance due to Everett Dickson is $17,410, is due upon demand and does not bear interest.

On January 14, 2023, the Company granted 30 million restricted common shares to Robert C. Bohorad. The Company signed a letter of intent with Mr. Charles Green and Mr. Bohorad on October 26, 2022, where Mr. Bohorad will become Chief Operating Officer and Chief Financial Officer. The purpose of the issuance is to retain and incentivize the individuals in their efforts to manage the Company and foster its success. The shares were valued at $0.006, the closing stock price on the date of grant, for total non-cash compensation of $180,000. The amount was to be recognized over a one-year period. On September 15, 2023, Robert C. Bohorad returned the 30 million restricted common shares to the Company.

During the year ended October 31, 2023 and 2022, the Company paid Robert C. Bohorad, President and CEO, $7,000 and $22,000 for compensation, respectively. During the year ended October 31, 2023, Mr. Bohorad forgave $53,000 of accrued compensation. The Company and Mr. Bohorad have agreed that the balance due of $30,000, will be paid by March 31, 2024.

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.

NOTE 16 – TEMPORARY EQUITY

Commitment to Purchase Series A Convertible Preferred Stock

On January 18, 2019, The Company entered into a Series A Preferred Stock Purchase Agreement with Device Corp. (“the Agreement”), of up to $250,000. On May 1, 2023, a second stock purchase agreement was executed by Device Corp. for $250,000. Under the terms of the Agreement the Series A Preferred Stock is Convertible into shares of common stock at a 50% discount to the lowest close price of the common stock for the prior thirty trading days. Under the Agreement Device Corp. has advanced the Company approximately $562,000, of which approximately $170,000 had been repaid by October 31, 2022, leaving a balance due of $392,000.

As of December 31, 2023, the Company has preferred stock to be issued in the amount of $357,022, following conversions to 50,000,000 common shares. Based on the terms of the Agreement as of December 31, 2023, the preferred Series A can be converted at $0.00035 per share, into 1,020,062,029 shares of common stock. As of the balance sheet date and the date of this report, these shares have not been issued to the Purchaser. S99-3A(2) ASR 268 requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder, or (3) upon the occurrence of an event that is not solely within the control of the issuer. Given that there is an unknown number of preferred shares to be issued and the preferred shares are convertible at the option of the holder, the Company determined that the shares to be issued shall be treated as temporary equity.

On January 26, 2024, Everett Dickson (former CEO and Chairman of the Board of Directors) acquired the preferred series A shares formerly held by Device Corp.

F-25

Series B Preferred Stock

On August 25, 2023, the Company Amended its Articles of Incorporation, to designate 5,000,000 of the Authorized preferred stock, par value $0.0001, as Series B Preferred Stock (“Series B”). The Series B is convertible into shares of common stock at the average price of the previous five trading days. The Series B shares are not entitled to dividends and have no voting rights.

Following the amendment above the Series B preferred stock is convertible into shares of common stock at the option of the holder at a 50% discount to the average price for the five trading days prior to conversion. As of the balance sheet date and the date of this report, these shares have not been issued to the Purchaser. S99-3A(2) ASR 268 requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder, or (3) upon the occurrence of an event that is not solely within the control of the issuer. Given that there is an unknown number of preferred shares to be issued and the preferred shares are convertible at the option of the holder, the Company determined that the shares to be issued shall be treated as temporary equity.

On August 25, 2023, the Company and Device Corp amended the January 18, 2019, and the May 1, 2023 Series A Preferred Stock Purchase Agreements, so that any purchased Series A preferred stock is now Series B preferred stock.

NOTE 17 – STOCKHOLDERS’ DEFICIT

Preferred Stock

Series A Preferred Stock

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 $0.0001 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 Certificate of Designation was amended on September 12, 2023, among other changes the Series A Convertible Preferred Stock must be held for one year following issuance or reissuance prior to conversion.

The entirety of the shares of Series A Convertible Preferred Stock outstanding as such time shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into two thirds of the after conversion outstanding fully paid and non-assessable shares of Common Stock. Each individual share of Series A Convertible Preferred Stock shall be convertible into Common Stock at a ratio determined by dividing the number of shares of Series A Convertible Stock to be converted by the number of shares of outstanding pre-conversion Series A Convertible Preferred Stock. Such initial Conversion Ratio, and the rate at which shares of Series A Convertible Preferred Stock may be converted into shares of Common Stock. On August 25, 2023, Everett Dickson, Chairman of the Board, agreed to return 4,525,000 shares of Series A preferred Stock to the Company. The shares will be retired by the Company. His remaining 475,000 shares were sold to Mr. Richard Jordan for $140,000, during the year ended December 31, 2023.

F-26

Series C Preferred Stock

Under the terms of the Share Exchange Agreement the Company issued 8,750,000 shares of Series C Preferred Stock to the owners of ReachOut common stock in exchange for 100% of the shares of ReachOut.

Using a Black-Scholes model the preferred Series C stock was valued at $2,911,858 and $291,186 was charged to stock compensation for service providers and $2,620,673 was charged to investment in ReachOut. The accrued dividend of 2% of the stated value ($3.00 per share) was calculated to be $76,849.

Series D Preferred Stock

Using a Black-Scholes model the preferred Series D stock was valued at $475,693 and was charged to acquisition costs and deferred financing to be amortized over the term of the convertible note payable issued on November 10, 2023. The accrued dividend of 2% of the stated value ($1.00 per share) was calculated to be $5,616.

Common Stock

On December 31, 2023 and December 31, 2022, the Company had 2,500,000,000 and 30,000,000 shares of common stock authorized respectively. There were 349,488,710 and 14,828,595 common shares of stock outstanding on December 31, 2023 and December 31, 2022, respectively. The larger number of shares outstanding for December 31, 2023, compared to December 31, 2022 is related to the reverse merger accounting wherein the YCRM’s outstanding shares become those of the accounting acquirer (ReachOut). Thus, in December 31, 2022 the ReachOut outstanding shares are presented in the financial statements and in December 31, 2023 the outstanding shares of YCRM are presented.

At the consummation of the reverse merger on October 9, 2023 YCRM recapitalized ReachOut with 334,660,115 common shares that had been issued pre-merger.

Following the merger the Company recognized additions to additional paid in capital for:

Financing incentives - $52,602;

Compensation to non-employees - $291,186; and

Warrants issued to investors - $142,277.

The Company charged dividends on Series C and D preferred stock to accumulated deficit ($76,849).

F-27

Warrants Issued

For the years ended December 31, 2023 and 2022, a summary of the Company’s warrant activity is as follows:

Schedule of warrant activity
	Number of Warrants		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Weighted- Average Grant-Date Fair Value		Aggregate Intrinsic Value
Outstanding at December 31, 2022		-		-		-	$	-	$	-
Issued during the year ended December 31, 2023		142,424,186		0.0003		7		0.001		142,277
Outstanding and exercisable at December 31, 2023		142,424,186		0.0003		7.80	$	0.001	$	142,277

All warrants were issued as incentive to an investor for future investment.

Stock Options Issued

For the years ended December 31, 2023 and 2022, a summary of the Company’s stock options activity is as follows:

Schedule of stock option activity
	Number of Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Weighted- Average Grant-Date Fair Value		Aggregate Intrinsic Value
Outstanding at December 31, 2022		-		-		-	$	-	$	-
Issued during the year ended December 31, 2023		611,214		1.00		10		0.004		2,750
Outstanding and exercisable at December 31, 2023		611,214		1.00		9.75	$	0.004	$	2,750

All options were issued as compensation to key employees.

During the year ended December 31, 2023, the Company’s subsidiary issued 611,214 common stock options to purchase 611,214 common shares to key employees of RedGear, LLC. The options were valued at $0.004. Following the reverse merger with the Company, the options were changed to the Company’s common stock at a ratio of approximately 1 of the subsidiary’s shares for 1 share of the Company’s common stock. The options vest ratably over twelve months, are exercisable at $1.00 per share and expire in 10 years from grant date.

The inputs for the Black-Scholes model calculation of the options model were:

Stock (YCRM) price - $0.0045 midmarket price on the grant date;

Annualized volatility of 352%;

Discount rate 5.18%.

F-28

NOTE 18 – INCOME TAX

As of December 31, 2023, the Company has net operating loss carryforwards of approximately $11,393,500 to reduce future taxable income. A valuation allowance for the entire amount of deferred tax assets has been established as of December 31, 2023 and 2022. Additionally, due to the change in control of the Company, the net operating loss carryforwards may be impaired.

A reconciliation of the provision for income taxes at the federal and state statutory rates of 21% and 2% - 11.5% respectively to the Company’s provision for income tax is as follows:

Schedule of provision for income tax
	Year Ended December 31,
	2023			2022
U.S. Federal (tax benefit) provision at statutory rate	$	(4,601,911	)	$	(289,339	)
State (tax benefit) income taxes, net of federal benefit		(1,805,326	)		(109,084	)
Permanent differences		5,432,293			215
Temporary differences		-			-
Changes in valuation allowance		974,944			398,208
Total	$	-		$	-

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents the significant components of the Company’s deferred tax assets and liabilities for the periods presented:

Schedule of deferred tax amount net
	Year Ended December 31,
	2023			2022
Deferred Tax Assets
Net operating losses		1,524,200			549,300
Total deferred tax assets		1,524,200			549,300
Valuation allowance		(1,524,200	)		(549,300	)
Net deferred tax assets		-			-

Deferred Tax Liabilities
Total deferred tax liabilities		-			-
Net deferred tax	$	-		$	-

The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence in order to ascertain whether it is more likely than not that deferred tax assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the history of losses the Company has generated in the past, the Company believes that it is not more likely than not that all of the deferred tax assets in the U.S. can be realized as of October 31, 2023 and 2022, accordingly, the Company has recorded a full valuation allowance on its deferred tax assets.

The Company is not currently under any international or any United States federal, state and local income tax examinations for any taxable years. All of the Company’s net operating losses are subject to tax authority adjustment upon examination.

F-29

NOTE 19 – COMMITMENTS AND CONTINGENCIES

Legal Matters

Fora Financial

Company, has multiple financing lines with various financial institutions. At December 31, 2023, $1,247,294 of principal and interest is outstanding to Fora under a receivables and purchase order arrangement. The original principal was for $1,250,000 to fund the acquisition of RedGear, with $37,500 charged by the lender as origination fees. Fifty weekly payments of $31,250 may be withdrawn by the lender yielding a financing cost of $312,500. As of the filing date of this report no probable outcome has been determined.

Default on Loan - PIPE Technologies Inc.

The Company through its wholly owned subsidiary IND engaged PIPE Technologies Inc.(“PIPE”) for financing. The financing arrangement was in the form of a sale of future revenues, whereby PIPE advanced a net amount of $613,800 on February 7, 2023, recorded on the books of ReachOut Technology Corporation. The Company paid $583,578 which was applied to principal leaving a balance of $89,743.

On February 7, 2024 PIPE sent a notice of default and demand for payment to IND. The notice and demand letter confirmed the balance due was $89,743 as recorded by the Company. This amount is disputed by the company believing there were duplicate payments and/or payments not applied during the Silicon Valley Bank collapse, the primary financial backing for PIPE.

As of the filing date of this report no probable outcome has been determined.

Lease Obligations

Effective October 2020, the ReachOut’s subsidiary (RedGear, LLC) renewed the lease for the principal offices at 123 West Mills Avenue, El Paso, Texas. The lease extends through September 30, 2025, for $1,350.20 per month with annual escalation of 2%. The liability and Right of Use Asset was recognized for $61,590. No subsequent renewal is certain at December 31, 2023.

Effective October 29, 2021, the ReachOut’s subsidiary (RedGear, LLC) entered into a lease for office facilities at 3636 North Central Avenue, Phoenix, Arizona. The lease extends through October 31, 2025, for $3,224.83 per month with annual escalation of 3%. The liability and Right of Use Asset was recognized for $125,364. No subsequent renewal is certain at December 31, 2023.

Effective September 29, 2023, the ReachOut’s subsidiary (RedGear, LLC) entered into a lease for office facilities at 10033 Carnegie Avenue, El Paso, Texas. The lease extends through September 28, 2028, for $5,018.00 per month with annual escalation of 3%. The liability and Right of Use Asset was recognized for $232,940. No subsequent renewal is certain at December 31, 2023. The lessor is considered a related party (see note 15).

Effective September 29, 2023, the ReachOut’s subsidiary (RedGear, LLC) entered into a lease for office facilities at 6713 Viscount Blvd. El Paso, Texas. The lease extends through September 28, 2028, for $3,600.00 per month with annual escalation of 5%. The liability and Right of Use Asset was recognized for $173,076. No subsequent renewal is certain at December 31, 2023. The lessor is considered a related party (see note 15).

On May 1, 2021 the ReachOut’s subsidiary IND entered into a sublease for its office in Whippany, NJ for a term commencing on June 1, 2021 extending through February 28, 2025 at an initial monthly rent of approximately $4,847. The liability and Right of Use Asset was recognized for $174,076. The sublease is only renewable under the condition that the sublandlord renews its lease, therefore no subsequent extension is considered in the lease Right of Use Asset or the related lease liability beyond the initial term.

The Company recognized a right-of-use assets of and a related lease liabilities of $767,068, which represents the fair value of the lease payments calculated as present value of the minimum lease payments using a discount rate of 12.9% on date of the lease execution in accordance with ASC 842. The asset and liability will be amortized as monthly payments are made and lease expense will be recognized on a straight-line basis over the term of the sublease.

The offices for ReachOut are shared with a related party ReachOut IL (an S corporation), under an arrangement that is not formalized.

F-30

Right of use asset (ROU) is summarized below:

Schedule of right of use asset
	January 31, 2024			October 31, 2023
Operating lease at inception	$	767,068		$	767,068
Less accumulated reduction		(248,101	)		(64,642	)
Balance ROU asset	$	518,968		$	702,426

Operating lease liability related to the ROU asset is summarized below:

Schedule of operating lease liability
Operating lease liabilities at inception	$	767,068		$	767,068
Reduction of lease liabilities		(248,147	)		(64,641	)
Total lease liabilities	$	518,920		$	702,427
Less: current portion		(171,316	)		(171,618	)
Lease liabilities, non-current	$	347,605		$	530,809

Non-cancellable operating lease total future payments are summarized below:


Total minimum operating lease payments	$	707,347		$	907,445
Less discount to fair value		(188,124	)		(205,018	)
Total lease liability	$	519,223		$	702,427

Future minimum lease payments under non-cancellable operating leases at December 31, 2023 are as follows:

Schedule of future minimum lease
Years ending December 31,	Amount
2024		221,119
2025		166,502
2026		110,289
2027		116,928
2028		92,509
Total minimum non-cancelable operating lease payments	$	707,347

For the year ended December 31, 2023 rent expense was for RedGear, LLC was $57,697.

Other Commitments

On January 20, 2022, the Company entered into a Service Agreement with Desmond Partners, LLC for consulting services to be provided. The agreement is effective on February 1, 2022 for a term of year. Per the terms of the agreement the consultant will receive a fee of $10,000 per month and 5% equity in the Company. The initial term has expired with no issuance of equity to date. The Company needs to file a written termination to satisfy the agreement terms.

On January 23, 2024, Desmond Partners, LLC and the Company entered into a Settlement Agreement and Mutual Release relating to the Professional Services Agreement (‘initial agreement”) entered into by the parties on January 20, 2022. Under the terms of the settlement the Company will issue 500,000 common shares to Desmond Partners, LLC thereby settling all claims for service and fees related thereto and releasing both parties from the terms of the initial agreement.

F-31

An individual has asserted that the Company owes approximately $500,000 for a promissory note issued by a company that was never owned by the public company nor its subsidiary. Legal counsel has reviewed the claim and found no relationship to this debt nor any assumptions of the debt by the Company. While there is risk that there may be litigation over this claim, the Company believes that it is unlikely that the claim will prevail.

On December 1, 2023, the Company entered into a service agreement with Frondeur Partners LLC (“Frondeur”). Frondeur will provide accounting, reporting and consulting services on a monthly basis. On December 1, 2023, the Company executed a corporate services agreement with Frondeur Partners LLC a Nevada limited liability company. Under the terms of the agreement the Company will receive accounting and reporting services. As compensation Frondeur will receive monthly payments of $10,000 in cash and a convertible promissory note for $15,000 The notes are convertible into the Company’s common stock at a 50% discount to the market price (defined in the notes). As of the date of issuance of this report the Company has issued three such notes (December 1, 2023, January 1, and February 1, 2024), which are to be accounted for as stock settled debt under ASC 480.

Other

During the year ended December 31, 2023, The Company’s wholly owned subsidiary IND received net cash of $403,230, under the ERC program (Employee Retention Credit). The net credit was used to offset employee compensation.

NOTE 20 – 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.

RedGear LLC – Purchase Dispute

On April 26, 2024, ReachOut Technology Corp. (“ReachOut”), a wholly-owned subsidiary of the Company filed a lawsuit (Case No. 1:24-cv-03408) in the United States District Court for the Northern District of Illinois, against the former members of RedGear related to certain representations and warranties made by the Defendants, Luciano Aguayo and Armando Gonzalez, in the Membership Interest Purchase Agreement, dated September 29, 2023 and closing on October 2, 2023, under which ReachOut acquired 100% of RedGear. The lawsuit was served on the defendants on April 30, 2024, and the amend below were served in June 2024.

As of the filing date of this report no probable outcome has been determined in the above case.

While the Company is working with legal counsel to minimize the impact to the business, the exit of the Defendants has led to a material reduction in RedGear business customers and revenue.

Due to Financial Institutions

Fora Financial

F-32

Default on Loan - PIPE Technologies Inc.

Securities Issued

F-33

On May 31, 2024, YCRM issued a convertible note payable and warrants to purchase to the Company’s common stock to Trillium Partners, L.P. The convertible note has principal of $60,000, bears interest at 12%, matures on June 15, 2025 and may be converted to common shares at the lower of $0.0003 or 50% of the lowest traded price during the thirty days prior to conversion. The warrants allow the holder to purchase 9,000,000 shares of common stock for $0.0066 (subject to certain specified adjustments) for a period of seven years from the date of issuance.

Asset Purchase

On April 8, 2024, the Company acquired the assets of Singer Networks LLC (Singer), an Illinois limited liability. Singer is a service provider that manages the technology needs for its clients. Under the terms of the agreement the Company has acquired all the tangible and intangible assets of Singer with the exception of cash and bank accounts, accounts receivable (as of closing date) and the Singer benefit plan. The purchase price is comprised of $121,413 in cash and 750,000 preferred shares of Yuengling’s Ice Cream Corporation (“YCRM”). The preferred shares have a stated value of $1.00 and are convertible into YCRM common shares under the terms of the Certificate of Designation.

Change to Employment Agreement

On May 3, 2024, the employment agreement with the former principle of ReachOut IND has been amended in accordance with the terms of the employment agreement. The amendment takes effect on May 16, 2023, and reduces annual compensation to $125,000, and alters the responsibilities of his management role.

Debt Cancellation

On January 9, 2024, Mid Penn Bank and the Company executed an Assignment of Assets and Cancellation of Debt agreement. The assets assigned include all rights to trademarks and other property related to the Yuengling ice cream business. The debt cancelled consists of an SBA loan have principal of $589,092 and a line of credit having an outstanding principal balance of $489,439, together with unpaid accrued interest pf approximately $113,000.

The Company is analyzing the potential tax impact of the debt cancellation. Since the debt was assumed in acquisition the basis of the liability to the Company may negate the potential tax on debt forgiveness.

F-34

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including the Chief Executive Officer who also acts as our principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. The disclosure controls and procedures ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, the Chief Executive Officer concluded that, as of December 31, 2023, these disclosure controls and procedures were not effective.

Management’s Report on Internal Control Over Financial Reporting

Evaluation of Disclosure Controls and Procedures

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible to establish and maintain adequate internal control over financial reporting. Our Chief Executive Officer is responsible to design or supervise a process that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The policies and procedures include:

	●	maintenance of records in reasonable detail to accurately and fairly reflect the transactions and dispositions of assets,

	●	reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors, and

	●	reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of the end of the period December 31, 2023. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the fiscal year December 31, 2023, our internal control over financial reporting were not effective at that reasonable assurance level. The following aspects of the Company were noted as potential material weaknesses:

	●	Due to our size and limited resources, we currently do not employ the appropriate accounting personnel to ensure (a) we maintain proper segregation of duties, (b) that all transactions are entered timely and accurately, and (c) we properly account for complex or unusual transactions;

	●	Due to our size and scope of operations, we currently do not have an independent audit committee in place;

	●	Due to our size and limited resources, we have not properly documented a complete assessment of the effectiveness of the design and operation of our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of Independent Public Accounting Firm

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting because as a smaller reporting company we are not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

ITEM 9B. OTHER INFORMATION

None

ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The names of our director and executive officers as of June 28, 2024, their ages, positions, and biographies are set forth below. Our executive officers are appointed by, and serve at the discretion of, our board of directors.

Name	Age	Position(s)
Richard Jordan	44	Chairman, Chief Executive Officer, President, Secretary and Treasurer*
Kevin Harrington	65	Director*
Kingsley Charles	57	Director*
Everett M. Dickson	59	Former Chairman of the Board of Directors
Robert C. Bohorad	52	Former President and Chief Executive Officer

On October 28, 2021, Everett M. Dickson, elected to step down as President and Chief Executive Officer, and retain his position as sole director and chairman of the board. Robert C. Bohorad was appointed as the new President and Chief Executive Officer.

On November 9, 2023 following the Closing of the Share Exchange Agreement and Control Block Transfer Agreement with ReachOut Technology Corp. (“ReachOut”) referenced in the Current Report filed on Form 8-K on November 13, 2023, and the appointment of Rick Jordan, Kevin Harrington, and Kingsley Charles, as officers and directors, Everett Dickson and Robert Bohorad resigned from all officer and director positions with the Company. The Company did not have any committees, and therefore Mr. Dickson and Mr. Bohorad never served on any committees. Mr. Dickson and Mr. Bohorad did not resign as a result of any disagreement with the Company.

Rick Jordan, Chairman, Chief Executive Officer, President, Secretary and Treasurer

Rick Jordan, age 44, the CEO and Founder of ReachOut Technology, is a model of resilience, vision, and expertise in the cybersecurity and entrepreneurial arenas. His journey with ReachOut Technology, from its inception during a challenging personal and economic period to its evolution into a publicly held industry leader, is a true embodiment of the American dream. Rick has shaped his path through unwavering perseverance, a relentless ‘never-quit’ attitude.

Rick Jordan is emerging as a nationally recognized voice in business and cybersecurity. He is frequently featured on global networks such as Bloomberg, Newsmax, Cheddar, NewsNation, Reuters, Fox, and NBC for his expert insights in cybersecurity, business, and social topics. His expertise is so renowned that it has been sought after in the White House, highlighting his significant influence and authority in the cybersecurity sector.

Rick’s leadership style is deeply involved and motivational. He hosts a weekly “CEO Talk” every Monday, where he engages with and inspires the entire company, setting a positive tone for the week ahead. This approach not only fosters a strong company culture but also aligns the team with the company’s goals and vision.

Rick has a strategic mind with unique ability to foresee industry trends and futures, allowing him to be a disruptor in the space. A key milestone in Rick’s leadership was partnering with Kevin Harrington, the Original Shark from Shark Tank, to take ReachOut Technology public. This strategic partnership has been instrumental in the company’s growth trajectory, positioning it for greater success and market impact.

Rick is a master communicator and passionately shares his knowledge and inspiration through his podcast, “ALL IN with Rick Jordan.” The podcast, which enjoys a global audience in over 70 countries and ranks in the top 2.5% worldwide, explores the nuances of building successful businesses, fostering meaningful relationships, and leading a fulfilling life. Rick’s ability to connect with and motivate his audience is evident in the podcast’s widespread acclaim.

Rick Jordan’s skills and knowledge span a broad spectrum, making him a unique figure in the industry. Known for never shying away from a challenge and remaining steadfast in adversity, Rick lives life on his own terms. Whether tackling new challenges, disproving doubters, or enjoying a glass of his favored MaCallan Scotch, Rick Jordan is an inspiration, encouraging others to embrace life fully.

Follow Rick’s journey and get inspired by connecting with him on social media @MrRickJordan.

Kevin Harrington, Director

Kevin Harrington, age 65, is a Director of ReachOut Technology, a globally acclaimed entrepreneur and a pioneer in the realms of business and direct marketing, serves as a distinguished member of the Board of Directors at ReachOut Technology. His tenure at ReachOut Technology is marked by strategic guidance and visionary leadership, leveraging over four decades of entrepreneurial and investment expertise.

As an original “Shark” on ABC’s “Shark Tank,” Kevin Harrington gained fame for his sharp investment insights and his ability to identify and nurture promising business ventures. His tenure on the show cemented his status as a savvy investor and a fervent supporter of entrepreneurship.

Harrington’s entrepreneurial journey began in the early 1980s with the creation of the infomercial, a groundbreaking concept that revolutionized television marketing and direct response advertising. This innovation not only transformed product marketing but also democratized the way entrepreneurs and startups could reach global audiences.

Throughout his career, Harrington has launched over 20 businesses that have exceeded $100 million in revenue. His exceptional ability to spot market opportunities and convert them into successful enterprises is a testament to his entrepreneurial genius.

Harrington is also a respected author, with books like “Act Now: How I Turn Ideas into Million-Dollar Products” under his belt. His writings offer a wealth of knowledge and inspiration to aspiring entrepreneurs and established business leaders alike.

In his role at ReachOut Technology, Kevin Harrington plays a pivotal role in shaping the company’s strategic direction, particularly in the realms of technology and cybersecurity. His insights are instrumental in driving innovation and ensuring that ReachOut Technology stays at the forefront of its industry.

ReachOut Technology, renowned for its expertise in cybersecurity and IT services, benefits immensely from Harrington’s strategic foresight. The company specializes in providing top-tier cybersecurity solutions, IT management, and consulting services, helping businesses safeguard their digital assets and navigate the complexities of the modern technological landscape.

Kevin Harrington’s involvement with ReachOut Technology is not just a reflection of his illustrious career but also a commitment to driving the company towards new heights of innovation and success. His vision and leadership continue to be pivotal in the company’s journey towards becoming a leader in cybersecurity and technology solutions.

Kingsley Charles, Director

Kingsley Charles, age 57, Director of ReachOut Technology, brings to the Board of Directors of a rich tapestry of experience in business and financial consultancy, honed over more than fifteen years of dedicated service. His career is distinguished by his extensive work with a diverse range of private firms, regional entrepreneurs, and small business owners across the United States.

Charles’s professional journey is marked by significant achievements and contributions. He has been a pivotal consultant for dozens of start-ups and operating companies, with revenues scaling up to $200 million. His expertise was further sharpened by his tenure managing operations within a Fortune 500 company, where he gained invaluable insights into the workings of large-scale corporate environments.

A hallmark of Charles’s career has been his collaborative approach, working closely with a spectrum of professionals including Master of Taxation experts, CPAs, CFPs, accountants, valuation experts, and attorneys. This multidisciplinary engagement has been a cornerstone of his professional life for over two decades, enabling him to offer comprehensive and nuanced advice to his clients.

Under Kingsley Charles’s leadership, his team has established a robust network of legal partners and financial professionals. This network supports his firm’s commitment to providing clients with interactive, comprehensive financial and strategic management services. His approach is characterized by a keen focus on ‘eyes-wide-open’ strategies, ensuring that clients are fully informed and strategically positioned in their financial decisions.

At ReachOut Technology, Kingsley Charles leverages his extensive experience in financial and strategic management to provide invaluable guidance and oversight. His expertise is particularly crucial in steering the company through complex financial landscapes, ensuring robust financial health, and aligning strategic goals with market realities.

Everett M. Dickson – Former Chairman

On December 31, 2018, our Board of Directors appointed Everett M. Dickson as President, Chief Executive Officer, Treasurer, and Secretary. Since 2017, Mr. Dickson has served as CEO and Chief Financial Officer (CFO) at Cruzani, Inc., a publicly traded food service Company (OTC Pink: CZNI). From 2012 until joining the Company in June 2017, Mr. Dickson worked in the moist tobacco and alternative fuels industry. From 2005 through 2011, Mr. Dickson worked in the alternative fuels industry. Mr. Dickson has extensive Board, Corporate Finance, Restructuring, and Capital Markets experience, having worked, most recently, in the food service and moist tobacco industries. From 2005 through 2011, Mr. Dickson’s work was focused on MBO / LBO opportunities in the restaurant sector and on assisting startup companies in the alternative fuels industry.

Robert C. Bohorad – Former President and CEO

Mr. Bohorad was appointed as our Chief Operating Officer of YICA on June 18, 2019 and is the co-founder of Yuengling’s Ice Cream. Mr. Bohorad has 20+ years of experience working for companies in various stages of their life cycles. Mr. Bohorad previously ran his own logistics, tracking, and security solutions consulting practice aside from mentoring several startups and early-stage companies. Throughout his career, Mr. Bohorad has worked in numerous capacities, including business + strategic development, marketing, finance, accounting, operations, and human resources (HR). Mr. Bohorad brings broad industry experience, with a particular focus on medical devices and software. Mr. Bohorad is a graduate of the University of Pennsylvania Wharton School and received his Masters in Business Administration (MBA) from Fordham University.

Indemnification of Directors and Officers

Our Articles of Incorporation and Bylaws both provide for the indemnification of our officers and directors, to the fullest extent, permitted by Nevada law.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and persons who own more than ten percent of our common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock. Officers, directors and 10% or greater beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based upon a review of those forms and representations regarding the need for filing for the year ended December 31, 2022, we believe all necessary forms have been filed.

Involvement in Certain Legal Proceedings

Our directors and executive officers have not been personally involved in any of the following events during the past ten years:

	●	any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

	●	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

	●	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

	●	being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

	●	being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	●	being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Family Relationships

There are no familial relationships among any of our directors or officers.

Director Independence

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system, which has requirements that a majority of the Board of Directors be “independent” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority of “independent directors.”

Board Committees

Our board does not currently have a standing Audit Committee, Compensation Committee or Nominating/Corporate Governance Committee due the board’s limited size and the Company’s limited operations. The entire Board of Directors performs all functions that would otherwise be performed by committees. Given the present size of our Board, it is not practical for us to have committees other than those described above, or to have more than two directors on such committees. If we are able to grow our business and increase our operations, we intend to expand the size of our board and our committees and allocate responsibilities accordingly.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation

The following table provides information as to cash compensation of all executive officers of the Company, for each of the Company’s last two fiscal years.

Name and principal position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Everett M. Dickson	2023	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Chairman	2022	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0

Robert C. Bohorad	2023	$	50,000	$	0	$	0	$	0	$	0	$	0	$	0	$	50,000
President and CEO	2022	$	55,000	$	0	$	0	$	0	$	0	$	0	$	0	$	55,000

Director Compensation

At this time, our directors do not receive cash compensation for serving as members of our Board of Directors. The term of office for each director is one year or until his/her successor is elected at our annual meeting and qualified. The duration of office for each of our officers is at the pleasure of the Board of Directors. The Board of Directors has no nominating, auditing committee, or compensation committee. Therefore, the selection of a person or election to the Board of Directors was neither independently made nor negotiated at arm’s length.

During the periods ending October 31, 2023 and December 31, 2022, the company’s sole director, Mr. Dickson, received no compensation for director services.

Outstanding Equity Awards at Fiscal Year End. There were no outstanding equity awards as of December 31, 2023.

Board Committees

We do not currently have any committees of the Board of Directors. Additionally, due to the nature of our intended business, the Board of Directors does not foresee a need for any committees in the foreseeable future.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of May [ ], 2024, certain information with respect to the beneficial ownership of shares of our common stock by: (i) each person known to us to be the beneficial owner of more than five percent (5%) of our outstanding shares of common stock, (ii) each director or nominee for director of our Company, (iii) each of the executives, and (iv) our directors and executive officers as a group. Unless otherwise indicated, the address of each shareholder is c/o our company at our principal office address:

Name and Address of Beneficial Owner⁽¹⁾⁽²⁾	Common Stock Beneficially Held			Percent of Class
Named Executive Officers and Directors
Richard Jordan – Series A⁽³⁾		699,082,277	⁽³⁾		66.67	%
Richard Jordan – Series C⁽⁴⁾		2,365,687,358			84.61	%
KHBH LLC – Series C⁽⁴⁾		56,325,836			2.01	%
Kingsley Charles – Series C⁽⁴⁾		24,407,776			0.87	%

All Executive Officers and Directors as a group

5% or More Stockholders
Trillium Partners, LP – Series D⁽⁵⁾		49,926,959			12.50	%

⁽¹⁾	Unless as otherwise indicated in the following table and the footnotes, our named executive officers and directors’ address in the following table is c/o ReachOut Technology, 8910 W. 192^nd St. Suite N, Mokena, IL 60448.
⁽²⁾	Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) because of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person’s actual ownership or voting power concerning the number of shares of common stock outstanding on the date of this Form 10.
⁽³⁾	In calculating any percentage in the following table of common stock beneficially owned by one or more persons named therein, the following table is based on 349,488,710 shares of common stock, outstanding as of the filing date of this Form 10-KT and 699,082,277 shares of common stock issuable upon the conversion of the 475,000 shares of Series A Preferred Stock held by Mr. Jordan. (The Shares A Preferred Stock are convertible into such number of shares of common stock resulting in two-thirds (66.67%) of the outstanding shares of common stock of the Company on a post-conversion basis.)
⁽⁴⁾	In calculating any percentage in the following table of common stock beneficially owned by one or more persons named therein, the following table is based on 349,488,710 shares of common stock, outstanding as of the filing date of this Form 10-K. 2,365,687,358 shares of common stock issuable upon the conversion of the 7,338,079 shares of Series C Preferred Stock held by Richard Jordan, 24,407,776 shares of common stock issuable upon the conversion of the 75,710 shares of Series C Preferred Stock held by Kingsley Charles, and 56,325,836 shares of common stock issuable upon the conversion of the 174,716 shares of Series C Preferred Stock held by KHBH LLC (The Shares C Preferred Stock are convertible into such number of shares of common stock resulting in 87.50% of the outstanding shares of common stock of the Company on a post-conversion basis.)
⁽⁵⁾	In calculating any percentage in the following table of common stock beneficially owned by one or more persons named therein, the following table is based on 349,488,710 shares of common stock, outstanding as of the filing date of this Form 10-KT and 49,926,959 shares of common stock issuable upon the conversion of the 1,000,000 shares of Series D Preferred Stock held by Trillium Partners, LP. (The Shares D Preferred Stock are convertible into such number of shares of common stock resulting in 12.50% of the outstanding shares of common stock of the Company on a post-conversion basis.)

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

In June 2022, Everett Dickson advanced the Company $6,000 for a general operating expense. The $6,000 was repaid the following month.

During the year ended December 31, 2022, a $5,500 payment was mistakenly made to a company controlled by Everett Dickson. The amount is to be repaid. This amount was applied to the note payable during the year ended December 31, 2023.Pickle Jar the company benefiting from this error, advanced the Company $22,000, on September 1, 2023. The amount due to the Company from Pickle Jar was offset against this new advance leaving a note payable to Pickle Jar of $16,500. The funds advanced were used by the Company to repay the balance due on a convertible note held by Quick Capital, LLC.

On August 17, 2023, Everett Dickson paid $1,910, to a consultant of the Company’s. The transaction is considered a loan advance and is evidenced by a note payable (below) issued to Everett Dickson.

During the year ended December 31, 2023 and 2022, the Company paid Robert C. Bohorad, YICA’s Chief Operating Officer, $7,000 and $22,000 for compensation, respectively. During the year ended October 31, 2023, Mr. Bohorad forgave $53,000 of accrued compensation. The Company and Mr. Bohorad have agreed that the balance due of $30,000, will be paid by March 31, 2024.

Director Independence

We currently do not have any independent directors, as the term “independent” is defined in Section 803A of the NYSE Amex LLC Company Guide. Since the OTC Markets does not have rules regarding director independence, the Board makes its determination as to director independence based on the definition of “independence” as defined under the rules of the New York Stock Exchange (“NYSE”) and American Stock Exchange (“Amex”).

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The aggregate fees billed for professional services rendered by our auditor Fruci & Associates II, PLLC for the audit and review of our financial statements for the fiscal years ended December 31, 2023 and 2022 amounted to $35,000 and $47,531, respectively.

Audit-Related Fees

During the fiscal years ended December 31, 2023 and 2022 our principal accountant rendered assurance and related services reasonably related to the performance of the audit or review of our financial statements in the amount of $0 and $0, respectively.

Tax Fees

The aggregate fees billed for professional services rendered by our principal accountant for the tax compliance for the years ended December 31, 2023 and 2022 was $0.

All Other Fees

During the fiscal years ended December 31, 2023 and 2022, there were no fees billed for products and services provided by the principal accountant other than those set forth above.

PART IV

ITEM 15. EXHIBITS

The following documents have been filed as part of this report.

Incorporated by reference

Exhibit Number

Exhibit Description

Filed

herewith

Form

Period

ending

Exhibit

Filing date

10.7

ReachOut Technology Corp Financial Statements

23.1

Consent of Independent Accounting firm for ReachOut

31.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

32.1

Section 1350 Certification

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized.

Yuengling’s Ice Cream Corporation

Name	Title	Date

/s/ Richard Jordan	President and Chief Executive Officer	September 11, 2024
Richard Jordan

Exhibit 10.7

REACHOUT TECHNOLOGY CORP.

FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

Report of Independent Registered Public Accounting Firm (PCAOB #5525)		F-2

Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022		F-4

Consolidated Statements of Operations for the Years ended December 31, 2023 and December 31, 2022		F-5

Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2023 and December 31, 2022		F-6

Consolidated Statements of Cash Flows for the Years ended December 31, 2023 and December 31, 2022		F-7

Notes to Financial Statements		F-8

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of
ReachOut Technology Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of ReachOut Technology Corp. and Subsidiary (“the Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

Basis for Opinion

F-2

Critical Audit Matters

Valuation of Goodwill

Description of the Critical Audit Matter

Auditing management's goodwill impairment test and initial business valuation was complex and highly judgmental due to the significant estimation required to determine the fair value of the goodwill and underlying business units, as well as the estimates and conclusions of the initial purchase price allocations. In particular, the fair value estimate was sensitive to significant assumptions, such as the Company’s financial forecast, discount rate, and operating costs, which are impacted by expectations about future conditions.

How the Critical Audit Matter Was Addressed in the Audit

To test the estimated fair value of the Company’s goodwill and evaluate the Company’s business combinations, we performed audit procedures that included, among other things, the following:

●

Assessing methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis.

●

Obtaining and reviewing underlying agreements and evaluating the appropriateness of acquisition date fair values.

Fruci & Associates II, PLLC – PCAOB ID #05525

We have served as the Company’s auditor since 2023.

Spokane, Washington

September 9, 2024

F-3

REACHOUT TECHNOLOGY CORPORATION

CONSOLIDATED BALANCE SHEETS

	December 31, 2023			December 31, 2022
ASSETS

Current Assets:
Cash	$	360,673		$	571,578
Accounts receivable		239,825			55,655
Prepaid expenses		264,162			155,972
Total Current Assets		864,660			783,215

Other Assets:
Prepaid expenses, non-current portion		-			131,884
Deposits		8,618			-
Furniture and fixed assets, net		445,697			-
Goodwill		3,343,929			5,363,173
Right of use asset		518,968			109,456
Total non-current assets		4,317,212			5,604,513

Total Assets	$	5,181,872		$	6,387,728

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:
Accounts payable	$	687,610		$	51,407
Accrued expense		690,707			352,376
Other current liabilities, customer pre-payments		68,618			31,444
Due to officers		309,725			132,225
Due to affiliated companies		1,570,253			619,399
Due to related parties		436,000			-
Due to financial institutions		1,159,695			-
Seller notes and loans payable related parties, current portion		1,175,124			289,398
Vehicle and equipment loans		336,610			-
SBA loan payable		423,300			-
Term note payable, related parties		1,175,000			-
Officer life insurance liability, current portion		450,000			382,500
Equipment lease, current portion		26,092			-
Lease liability, current portion		171,315			46,756
Total Current Liabilities		8,680,047			1,905,505

Non-Current Liabilities:
Notes payable, non-current portion related parties		192,932			578,795
Term notes payable, related parties		-			1,175,000
Officer life insurance premium, non-current portion		2,250,000			2,700,000
Equipment lease, non-current portion		25,090			-
Lease liability, non-current portion		347,605			62,701
Total Non-Current Liabilities		2,815,627			4,516,496

Total Liabilities		11,495,674			6,422,001

Commitments and contingencies		-			-

Stockholders’ Deficit:
Common stock to be issued		35,000			660,000
Preferred stock, $0.0001 par value, 2,000,000 shares authorized, 0 and 1,000,000 shares issued and outstanding as of December 31, 2023 and 2022, respectively		-			100
Common stock, $0.0001 par value, 30,000,000 shares authorized, 24,907,279 and 12,377,835 shares issued and outstanding as of December 31, 2023 and 2022, respectively		2,504			1,239
Additional paid in capital		3,510,509			1,030,947
Accumulated deficit		(9,861,818	)		(1,726,560	)
Total Stockholders’ Deficit		(6,313,804	)		(34,273	)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$	5,181,872		$	6,387,728

The accompanying notes are an integral part of these consolidated financial statements.

F-4

REACHOUT TECHNOLOGY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Years Ended December 31,
	2023			2022
Revenue	$	3,775,142		$	1,140,574
Cost of goods sold		2,564,094			724,738
Gross margin		1,211,048			415,836

Operating Expenses:
Impairment loss		4,136,746			-
Loss on disposition		126,738			-
General and administrative expenses		1,085,070			559,378
Compensation		1,547,935			652,216
Stock compensation		1,391,605			-
Professional fees		406,883			454,296
Total operating expenses		8,694,977			1,665,890

Loss from operations		(7,483,929	)		(1,250,054	)

Other income (expense):
Interest expense		(651,329	)		(91,746	)
Total other expense		(651,329	)		(91,746	)

Loss before provision for income tax		(8,135,258	)		(1,341,800	)
Provision for income tax		-			-
Net loss	$	(8,135,258	)	$	(1,341,800	)

Basic loss per share	$	(0.53	)	$	(0.11	)
Diluted loss per share	$	(0.53	)	$	(0.11	)

Basic weighted average shares		15,283,590			12,170,199
Diluted weighted average shares		15,283,590			12,170,199

The accompanying notes are an integral part of these consolidated financial statements.

F-5

REACHOUT TECHNOLOGY CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

	Common Stock				Series A Preferred Stock						Additional Paid in			Shares to be issued			Accumulated			Total Stockholders’
	Shares		Amount		Shares			Amount			Capital			Amount			Deficit			Deficit
Balance, December 31, 2021		12,039,166	$	1,205		1,000,000		$	100		$	997,308		$	-		$	(384,760	)	$	613,853

Shares issued for services		76,666		8		-			-			76,658			-			-			76,666
Shares issued for compensation		50,000		5		-			-			49,995			-			-			50,000
Shares issued for cash		212,000		21		-			-			211,979			-			-			212,000
Public offering costs		-		-		-			-			(305,000	)		-			-			(305,000	)
Vesting of restricted stock units issued for service		-		-		-			-			7			-			-			8
Common shares to be issued		-		-		-			-			-			660,000			-			660,000
Net Loss for the year ended December 31, 2022		-		-		-			-			-			-			(1,341,800	)		(1,341,800	)

Balance, December 31, 2022		12,377,832		1,239		1,000,000			100			1,030,947			660,000			(1,726,560	)		(34,273	)

Shares issued for IND purchase		500,000		50		-			-			499,950			(500,000	)		-			-
Shares issued to board member		194,444		19		-			-			194,425			-			-			194,444
Share based compensation		150,000		15		-			-			149,985									150,000
Shares issued as compensation, CEO		11,000,000		1,100		-			-			1,278,031			-			-			1,279,131
Shares based compensation, employees		525,000		53		-			-			60,996			-			-			61,049
Shares issued for cash		125,000		13		-			-			124,988			(125,000	)
Shares issued for service		168,337		16		-			-			168,337			-			-			168,353
Surrender and cancellation of preferred shares		-		-		(1,000,000	)		(100	)		100			-			-			-
Common share options issued, compensation former principles of RedGear, LLC		-		-		-			-			2,750			-			-			2,750
Net Loss for the year ended December 31, 2023		-		-		-			-			-			-			(8,135,258	)		(8,135,258	)

Balance, December 31, 2023		25,040,613	$	2,504		-		$	-		$	35,000		$	3,510,509		$	(9,861,818	)	$	(6,313,804	)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

REACHOUT TECHNOLOGY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended December 31,
	2023			2022
Cash flows from operating activities:
Net loss	$	(8,135,258	)	$	(1,341,800	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based expenses		-			113,388
Shares issued and to be issued for compensation and services		1,731,170			186,672
Stock Option Expense		2,750			-
Debt Discount		9,375			-
Depreciation		65,362			-
Vesting of Restricted Stock Units		-			6
Bad debt expense		-			6,880
Loss on disposal		-			-
Related party advances funding operations		-			10,000
Intangibles impairment		4,136,746
Changes in assets and liabilities:
Accounts receivable		(115,131	)		(162,151	)
Inventories		273,602
Prepaid expense		135,908			(95,090	)
Right of use asset net of liabillity		254			-
A/P & Accrued liabilities		1,138,480			89,757
Customer deposits		37,174			-
Finance Lease		(27,530	)		-
Other current liability		-			-
Net cash used in operating activities		(747,098	)		(1,192,388	)

Cash flows from investing activities:
Cash acquired in acquisition		83,794			613,077
Cash paid in acquisition		(1,249,548	)		(325,000	)
ULI payable		-			382,500
Fixed assets acquired		(15,760	)		-
Net cash used in investing activities		(1,181,514	)		670,577

Cash flows from financing activities:
Loan proceeds – Fora		1,225,000			-
Loan repayments – Fora		(399,750	)		-
Sale of common stock		1			212,000
Cash received for stock to be issued		-			125,000
Repayment of seller notes		(289,398	)		-
Other loan repayments		(382,500	)		-
Proceeds from affiliate advances		-			-
Proceeds /Payment on related party loans		1,564,354			619,399
Net cash provided by financing activities		1,717,707			956,399

Net change in cash		(210,905	)		434,588
Cash, beginning of year		571,578			136,990
Cash, end of year	$	360,673		$	571,578

Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-

Supplemental Disclosure of Non-Cash Activity:
Shares to be issued for acquisition	$	150,000		$	500,000
Shares issued for services		168,337			7
Right-of-use asset and lease liability – ASC 842	$	767,068		$	174,098

The accompanying notes are an integral part of these consolidated financial statements.

F-7

REACHOUT TECHNOLOGY, CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

NOTE 1 - NATURE OF OPERATIONS

Reachout Technology, Corp. (the “Company”) is a corporation formed on February 13, 2020 under the laws of the State of Delaware. The Company provides cybersecurity and IT management solutions to businesses to protect their complete operating landscape and data secrets. The Company is headquartered in Chicago, Illinois.

From formation on February 13, 2022 until the acquisition of Innovative Design Networks, LLC (“IND”) on September 2, 2022, the Company had no principal operations or revenue. The Company’s activities from inception to the aforementioned acquisition primarily consisted of formation activities, acquisition research and preparations to raise capital. Since the Company has commenced its planned principal operations, it will incur significant additional expenses. The Company is dependent upon additional capital resources for its planned principal operations and is subject to significant risks and uncertainties.

Having acquired IND as a wholly owned subsidiary on September 2, 2022, planned operations have commenced. IND is a New Jersey limited liability company and the Company acquired 100% of the member’s interest of IND in exchange for cash, notes payable, commitment to purchase universal life insurance policies for the two principals and 500,000 restricted shares of the Company’s common stock. The transaction was deemed to be a business combination and the Company has applied acquisition accounting under ASC 805. IND provides cybersecurity and IT management solutions to businesses to protect their complete operating landscape and data secrets.

Reverse Merger/Acquisition of ReachOut Technology Corp.

On November 9,2023, the Company closed the Share Exchange and Control Block Transfer Agreements with Yuenglings Cream Corporation (“YCRM”) whereby 100% of the membership interests of the Company were exchanged for YRCM’s Series C Preferred Stock which are convertible into 87.5% of the total issued and outstanding shares of common stock of the YCRM.

The Share Exchange is intended to constitute a reorganization with the meaning of Section 368 of the Internal Revenue Code of 1986 (as amended).

As a result of the transaction, the Company became a subsidiary of the YCRM.

The Company evaluated the substance of the merger transaction and found it met the criteria for the accounting and reporting treatment of a reverse acquisition under ASC 805 (Business Combinations)-40-45 (Reverse Acquisition and Other Presentation Matters) and accordingly the operations of the Company will be consolidated into YCRM as well as the financial condition from the closing date of the transaction. The historic results of operations will reflect those of the Company. As such, the Company is treated as the acquirer while the YCRM is treated as the acquired entity for accounting and financial reporting purposes.

Under reverse merger accounting, the comparative historical financial statements of YCRM, as the legal acquirer, are those of the accounting acquirer, (the Company), the Company’s financial statements prior to the closing of the reverse acquisition; reflect only the business of ReachOut and its subsidiaries.

F-8

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated profits since inception, has sustained net losses of $8,135,258, for the year ended December 31, 2023, and has incurred negative cash flows from operations for the period. As of December 31, 2023, the working capital deficit, stockholders’ deficit, and accumulated deficit was $7,815,389, $6,313,804 and $9,861,818, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern for the next twelve months is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations. In the event that the Company cannot generate sufficient revenue to sustain its operations, the Company will need to reduce expenses or obtain financing through the sale of debt and/or equity securities. The issuance of additional equity would result in dilution to existing shareholders. If the Company is unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms acceptable to the Company, the Company would be unable to execute upon the business plan or pay costs and expenses as they are incurred, which would have a material, adverse effect on the business, financial condition and results of operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities as a result of this uncertainty.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). The accompanying consolidated financial statements include the accounts of ReachOut Technology Corp. and its wholly-owned subsidiaries, ReachOut IND and RedGear. All significant intercompany accounts and transactions have been eliminated in consolidation. Since September 2, 2022 following the purchase of 100% of the membership interests in Innovative Network Designs LLC, (now ReachOut IND) and RedGear, LLC on September 29, 2023, the operations, assets and liabilities have been consolidated into the Company.

Use of Estimates

The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, inventory, revenue recognition and the valuations of common stock. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.

Concentrations of Credit Risk

The Company’s subsidiary, Innovative Design Networks, has two clients having outstanding unpaid account representing a total of 79% of the accounts receivable balance at December 31, 2023. The RedGear subsidiary has three clients having outstanding unpaid accounts receivable representing a total of 66% of its total receivables as of December 31, 2023.

F-9

Accounts Receivable

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents.

Fair Value Measurements

Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The carrying values of the Company’s assets and liabilities approximate their fair values.

Revenue Recognition

Identification of a contract with a customer;

Identification of the performance obligations in the contract;

Determination of the transaction price;

Allocation of the transaction price to the performance obligations in the contract; and

Recognition of revenue when or as the performance obligations are satisfied.

Revenue is recognized when performance obligations are satisfied through the transfer of control of promised goods to the Company’s customers in an amount that reflects the consideration expected to be received in exchange for transferring goods or services to customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance.

F-10

Advertising Costs

Advertising costs are expensed as incurred and are included in General and Administrative expenses. Expenditures amounted to $172,795 and $385,550, for the years ended December 31, 2023 and 2022, respectively.

Deferred Offering Costs

The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340, Other Assets and Deferred Costs, with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to additional paid-in capital or as a discount to debt, as applicable, upon the completion of an offering or to expense if the offering is not completed. As of December 31, 2023 and 2022 the Company had recorded $0 and $0 in deferred offering costs, respectively. The costs of $305,000 recognized during the year ended December 31, 2021, were recognized as a charge to additional paid in capital during the year ended December 31, 2022.

Stock-Based Compensation

Lease Accounting

The Company follows ASU No. 2016-02, Leases, which requires lessees to report on their balance sheets a right-of-use asset and a lease liability in connection with most lease agreements classified as operating leases. Under the guidance, codified as ASC Topic 842, the lease liability must be measured initially based on the present value of future lease payments, subject to certain conditions. The right-of-use asset must be measured initially based on the amount of the liability, plus certain initial direct costs. ASC 842 requires that leases be classified at inception as either (a) operating leases or (b) finance leases. For operating leases, periodic expense generally is flat (straight-line) throughout the life of the lease. For finance leases, periodic expense declines over the life of the lease.

The Company’s subsidiaries have recognized the Right of Use assets and related liabilities for leases and sublease for the office facilities in New Jersey, Texas and Arizona during the years ended December 31, 2023 and 2022, and following the acquisitions are accounted for under ASC 842. The corporate office is an informal arrangement which provides for office space in a shared office environment with a company controlled by the CEO and is exempt from ASC 842 treatment. During the year ended December 31, 2023 and 2022 the Company recognized a lease liabilities of $767,068 (2023) and $174,098 (2022) and the related right-of-use asset for the same amounts, and will amortize both over the life of the lease.

F-11

Income Taxes

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Company assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances, and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, the Company’s policy is be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements.

Net Loss per Share

Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti- dilutive. As all potentially dilutive securities are anti-dilutive as of December 31, 2023 and 2022, diluted net loss per share is the same as basic net loss per share for each period presented. Potentially dilutive items outstanding as of December 31, 2023 and 2022, are as follows:

	Year Ended December 31,		Year Ended December 31,
	2023		2022
Series A preferred stock		-		1,000,000
Common stock options to be issued		611,214		660,000
Total potentially dilutive shares		611,214		1,660,000

Convertible Notes with Fixed Rate Conversion Options

Derivative Liabilities

The Company may enter into convertible notes, some of which contain embedded derivatives. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment.

F-12

Business Combinations

Related Party Transactions

We follow FASB ASC subtopic 850-10, “Related Party Transactions”, for the identification of related parties and disclosure of related party transactions.

Recently Adopted Accounting Pronouncements

F-13

NOTE 4 - GOODWILL

The Company acquired the operations, assets and liabilities of Innovative Network Designs, LLC during the year ended December 31, 2022. The Company recognized goodwill of $5,363,173. The Company reduced it’s goodwill by $4,136,746, with a charge to operating expenses, based on the results annual impairment tests During the year ended December 31, 2023 the Company acquired the operations, assets and liabilities or RedGear, LLC and recognized goodwill of $2,117,502. The goodwill asset is compared to its fair value at least annually (“impairment test”). The Company follows ASC 350 20 – Goodwill.

F-14

Membership Interest Purchase Agreement

Innovative Network Designs, LLC

The Company entered into a Membership Interest Purchase Agreement on August 1, 2022 with Innovative Network Designs, LLC, a New Jersey limited liability company and acquired 100% of the member’s interest of Innovative Network Designs, LLC, in exchange for cash, notes payable, commitment to purchase universal life insurance policies for the two principals and 500,000 restricted shares of the Company’s common stock. The transaction was deemed to be a business combination, and the Company applied acquisition accounting under ASC 805. Upon closing (September 2, 2022) the total value of the consideration given for the purchase was $6,018,193. Included in the purchase consideration: is the commitment to pay universal life insurance policies for a total cash value of $3,150,000 over seven years ($382,500 annually), which the Company anticipates will be financed by a third party; a term promissory note (24 months with a ballon payment at maturity); a promissory note secured by a second priority lien on all the Company’s membership interests and other defined assets (amortizable); and 500,000 shares of the Company’s common stock, valued at $1.00 per share (the offering price of the Company’s regulation A offering documents). The purchase price was allocated to net tangible assets of $655,020 with the balance of $5,363,173 allocated to goodwill, which is not amortized to expense (see note 5). During the year ended December 31, 2023 a charge of $4,136,746 was taken reducing goodwill to $1,226,427. The assets and liabilities (with the exception of the lease related items) are short term and therefore book value approximates the fair value. Management believes that there is significant value in the customer list and the trade name, but has not done separate valuation analysis. An impairment analysis will consider each potential sub component (customer list, workforce in place etc.) of the Goodwill recorded in accordance with the relevant accounting standards at least annually and more frequently should there be any financial or economic issues suggesting an impairment.

Assets Acquired and Liabilities Assumed

Assets Acquired	Fair Value
Cash	$	613,077
Accounts Receivable		217,816
Prepaid Expenses		62,706
Right of Use Asset		109,456
Total Assets	$	1,003,055
Liabilities Assumed
Accounts Payable	$	49,936
Accrued Expenses		118,521
Sales Tax Payable		70,122
Lease Liabilities		109,457
Total Liabilities	$	348,036

Consideration Value
Cash	$	325,000
Convertible Note		1,175,000
Universal Life Insurance Commitment		3,150,000
Promissory Note		868,193
Common Stock		500,000
Total Purchase Price		6,018,193
Less, net asset value		655,020
Less impairment charge - 2023		4,136,746
Value of intangible assets	$	1,226,427

F-15

Acquisition - Red Gear LLC

The Company entered into a Membership Interest Purchase Agreement on September 29, 2023 with RedGear, LLC, a Texas limited liability company and acquired 100% of the member’s interest of RedGear, LLC, in exchange for cash, a note payable and the assumption of certain liabilities of RedGear, LLC. The transaction was deemed to be a business combination, and the Company applied acquisition accounting under ASC 805. Upon closing (October 3, 2023) the total value of the consideration (including assumed SBA loans and other net liabilities) given for the purchase was $2,461,509. The purchase price was allocated to net liabilities of $78,693 with the balance of $2,540,502 allocated to goodwill, which is not amortized to expense. The Company hired an independent accounting firm to validate the Adjusted EBITDA (as defined in the closing documents). The results of the validation resulted in a purchase price adjustment of $525,526 (reflected in the table below). The fair value of certain assets and liabilities may result in an adjustment to the carrying value of the investment in RedGear, LLC. Management believes that there is significant value in the customer list and the trade name, but has not done separate valuation analysis. An impairment analysis will consider each potential sub component (customer list, workforce in place etc.) of the Goodwill recorded in accordance with the relevant accounting standards at least annually and more frequently should there be any financial or economic issues suggesting an impairment.

Assets Acquired and Liabilities Assumed

Assets Acquired	Fair Value
Cash	$	83,794
Accounts Receivable		106,931
Receivable, Related Party		126,643
Fixed Assets,		784,252
Right of Use Asset		592,970
Total Assets	$	1,567,947
Liabilities Assumed
Accounts payable	$	49,393
Accrued Expenses		62,402
Bank line of credit		50,000
Vehicle and equipment loans payable		468,189
SBA Loan		423,000
Lease Liabilities		592,970
Total Liabilities	$	1,646,640

Consideration Value
Cash	$	1,249,248
Promissory Note		789,261
Total Purchase Price		2,038,809
Tangible Net Liabilities		78,693
Value of intangible assets	$	2,117,502

NOTE 5 - TERM NOTE PAYABLE

On October 1, 2022 the Company issued a term promissory note to the sellers of the membership interest in Innovative Network Designs LLC. Under the option selected by the holder of the note, a ballon payment of principal is due on October 1, 2024. The note principal is $1,175,000 bears interest at 24%, matures on October 1, 2024. The principal $1,175,000 and accrued interest at December 31, 2023 is $351,534.

F-16

NOTE 6 - NOTES PAYABLE

On October 1, 2022 the Company issued a secured promissory note to the sellers of the membership interest in Innovative Network Designs LLC. The note principal is $868,193 bears interest at 7%, matures on April 2, 2025. The note amortizes over the term with the first principal payment of $96,466 due on April 15, 2023, along with $37,463 of accrued interest. Subsequent quarterly payments of interest and principal begin on July 15, 2026 and continue through maturity. The note is secured by a second priority lien on the membership interest purchased by the Company and certain other assets related to the acquisition. The current portion due is $467,430 and the non-current portion due is $192,932, as of December 31, 2023. Accrued interest is $72,869 as of December 31, 2023.

On September 29, 2023, the Company issued a promissory note to the former members of RedGear, LCC as partial payment for the RedGear acquisition. The note principal is $789,261 (as adjusted for shortfall in EBITDA), bears interest at 8% and matures on September 28, 2024. Principal is subject to adjustment based on the findings of a third-party accounting firm related to EBITDA reported compared to actual. The examination is not complete and therefore no adjustment is warranted at December 31, 2023. Accrued interest is $26,800 as of December 31, 2023.

Period	Principal		Interest		Total
January 15, through October 15, 2024		1,175,124		198,699		1,373,823
January 15, through March 2, 2025		192,932		4,255		197,187
Totals	$	1,368,056	$	202,954	$	1,571,010

NOTE 7 - DUE TO FINANCIAL INSTITUTIONS

The Company has taken loans from financial institutions in the form of sales of future receivables, have a current outstanding balance of principal of $1,159,695.

The Company through its wholly owned subsidiary IND engaged PIPE Technologies Inc. for financing. The financing arrangement was in the form of a sale of future revenues, whereby PIPE advanced a net amount of $613,800 on February 7, 2023, recorded on the books of the Company. On February 1, 2023 the Company recognized $59,520 as principal charged to interest expense related to the financing, also recorded on the books of the Company. The amount of $59,520 was deducted from the proceeds advanced. The total loan principal of $773,320 was recognized. From March 31, to September 30, 2023 the Company made monthly payments of $64,138, and from October 31, to December 7, 2023 the Company made monthly payments of $44,871. The total amount paid of $583,578 was applied to principal leaving a balance of $89,743.

The Company arranged a similar financing transaction with Fora Financial for which it received cash of $1,212,500 net of underwriting fees of $37,500 (treated as OID and amortized over the life of the loan). A total of $312,500 of interest charges were charged by the lender. Weekly payments of principal and interest totaling $31,250 were scheduled to be paid beginning March 7, 2023. At December 31, 2023 a total of $1,247,294, of principal and accrued interest has been recognized as due to Fora.

NOTE 8 - OFFICER LIFE INSURANCE PREMIUMS PAYABLE

Year Ended December 31:	Insurance Premiums Due
2024		450,000
2025		450,000
2026		450,000
2027 - 2029		1,350,000
Total	$	2,700,000

F-17

NOTE 9 - STOCKHOLDERS’ DEFICIT

As of December 31, 2023 and 2022, the Company was authorized to issue a total of 2,000,000 shares of preferred stock and 30,000,000 shares of common stock, $0.0001 par value.

Preferred Stock

The preferred stock may be divided into such number of series as the Board of Directors may determine. The Board of Directors is authorized to determine and alter the rights, preferences, privileges and restrictions granted to or imposed upon any unissued series of preferred stock, and to fix the number of shares of any series of preferred stock and the designation of any such series of preferred stock. The preferred stock is convertible into shares of common stock into an equivalent number of shares.

During the period ended December 31, 2020, the Company issued 1,000,000 shares of Series A convertible preferred stock as founder stock. The Company recorded stock compensation expense of $100, or a $0.0001 per share, fair value, in connection with the issuance.

In December 2023, the CEO surrendered all issued and outstanding shares of Series A convertible preferred stock which were then cancelled by the Company.

Common Stock

The Company has 25,040,613 and 12,377,835 shares of common stock, issued and outstanding as of December 31, 2023 and 2022, respectively.

Each holder of common stock is entitled to one vote for each share of common stock held. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or deemed liquidation event, assets of the Company available for distribution shall be distributed to common shareholders pro rata based on the number of shares held. No distributions have been made on shares of common stock to date. On November 9, 2023, the Company became a subsidiary of Yuengling’s Ice Cream Corporation (“YCRM”) in a reverse merger transaction. The common stock holders received Series C Preferred Stock convertible into 87.5% of the YCRM common stock. The shares of YCRM Series C Preferred Stock will be distributed to the common stockholders of the Company on a pro rata basis.

Regulation A Offering

On November 11, 2021, the Company submitted its registration statement filed on Form 1-A. The registration statement became effective on November 18, 2021. The offering provided for the issuance of up to 6,000,000 shares of common stock at a price of $1.00, under subscriptions. The Company will use the proceeds for working capital.

Common Stock Issuances

During the year ended December 31, 2023 the Company issued 150,000 shares of common stock to a key employee of Innovative Design Networks LLC, as compensation. The shares were valued at the public offering price of $1.00.

During the year ended December 31, 2023, the Company issued 168,337 shares of common stock for services. The shares were valued at $0.13.

During the year ended December 31, 2023, the Company issued 194,444 shares of common stock for to a Board member as compensation. The shares were valued at $0.13.

During the year ended December 31, 2023, the Company issued 11,000,000 shares of common stock to the Company’s founder. The shares were valued at $0.13

During the year ended December 31, 2023, the Company issued 525,000 shares of common stock to employees for compensation. The shares were valued at $1.00.

During the year ended December 31, 2023, the Company issued, 625,000 shares of common stock that were classified as shares to be issued at December 31, 2022.

During the year ended December 31, 2022, the Company issued 212,000 shares of common stock for cash. Those shares were valued at the public offering price of $1.00.

F-18

During the year ended December 31, 2022, the Company issued 76,666 shares of common stock for services. The shares were valued at $1.00.

During the year ended December 31, 2022, the Company issued 50,000 shares of common stock for compensation. The shares were valued at $1.00.

During the year ended December 31, 2022, the Company committed to issue 660,000 shares of common stock:

500,000 of the above shares for the acquisition of Innovative Design Networks LLC;

125,000 of the above shares for cash; and

35,000 were committed under the terms of a private placement investment.

Those shares were valued at the public offering price of $1.00.

The shares to be issued for the acquisition and cash were issued during the year ended December 31, 2023.

Restricted Stock Units

In May 2020, the Company authorized a total of 200,001 restricted stock units (“RSUs”) to be issued to its three board of directors as compensation. The RSUs vest annually in equal increments beginning on July 1, 2020. The Company has issued a total of 66,669 RSUs, as of December 31, 2022, with 133,332 RSUs expected to be issued during 2023. The Company utilized the grant- date fair value of the underlying common stock of par ($0.0001). The shares underlying the RSU are issued in the fiscal year following full vesting. The Company will recognize expense for these issuances over the vesting period. The Company recorded a total of approximately $20, in stock compensation expense as a result of the issuances and vesting from 2020 to December 31, 2022.

As of December 31, 2023, there were 200,001 vested RSUs and unrecognized compensation cost of $0.

Stock Options Issued

For the year ended September 30, 2020 and 2019, the Company recorded $103,793 and $265,113 of compensation and consulting expense related to stock options, respectively. Total unrecognized compensation and consulting expense related to unvested stock options at September 30, 2020 amounted to $249,694. The weighted average period over which share-based compensation expense related to these options will be recognized is approximately 2 years.

For the years ended December 31, 2023 and 2022, a summary of the Company’s stock options activity is as follows:

	Number of Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Weighted- Average Grant-Date Fair Value		Aggregate Intrinsic Value
Outstanding at December 31, 2022		-		-		-	$	-	$	-
Issued during the year ended December 31, 2023		611,214		1.00		10		0.004		2,750
Outstanding and exercisable at December 31, 2023		611,214		1.00		9.75	$	0.004	$	2,750

All options were issued as compensation to key employees.

During the year ended December 31, 2023, the Company issued 611,214 common stock options to purchase 611,214 common shares to key employees of RedGear, LLC. The options were valued at $0.004. Following the reverse merger with YCRM, the options were changed to YCRM common stock at a ratio of approximately 1 of the Company’s shares for 1 share of YCRM. The options vest ratably over twelve months, are exercisable at $1.00 per share and expire in 10 years from grant date.

F-19

NOTE 10 - RELATED PARTY TRANSACTIONS

In February 2020, the Company recorded stock compensation expense of $110,000 for the accrual of the founder’s stock issuances with a corresponding entry to loan payable, related party. The loan payable, related party balance was reduced to $0 upon the issuance of the 1,000,000 shares of Series A convertible preferred stock and 10,000,000 shares of common stock issued to the founder. During 2020, 66,669 Restricted Stock Units (“RSUs”) were issued to the CEO (and Chairman of the Board) for compensation. The RSUs fully vest over one year of the issuance date and are fully vested as of December 31, 2022.

During the years ended December 31, 2023 and 2022, an entity controlled by the CEO advanced (net of repayments) the Company $887,854 and $619,399, respectively. The Company used the funds to pay various operating expenses. The balance due is $1,570,253 at December 31, 2023 and is included in due to affiliated companies as presented on the balance sheet.

YCRM advanced $436,000 to the Company during the year ended December 31, 2023, which is currently outstanding and is included in due to related parties as presented on the balance sheet.

During the year ended December 31, 2022, the Company issued notes to former owners of the membership interest in Innovative Network Designs, LLC (now ReachOut IND) and committed to purchase universal life insurance for officers of ReachOut IND. The notes issued were a convertible promissory note for $1,175,000 and promissory note for $868,193 (the outstanding principal as of December 31, 2023 is $578,795), the commitment to purchase life insurance totalled $3,150,000, see footnotes 5, 6 and 7.

During the year ended December 31, 2023, the Company issued 11,000,000 shares of the Company’s common stock to the CEO as compensation.

During the year ended December 31, 2023, the Company issued notes totalling $1,314,787 (the outstanding principal as of December 31, 2023 is $789,261) to the former owners of the membership interest in RedGear, LLC and paid cash of $1,249,248, see footnotes 5, and 7.

Compensation due to a current officer of RedGear amounts to $137,500 at December 31, 2023.

NOTE 11 - INCOME TAXES

The Company recognizes deferred tax assets and liabilities for the tax effects of differences between the financial statement and tax basis of assets and liabilities. A valuation allowance is established to reduce the deferred tax assets if it is more likely than not that a deferred tax asset will not be realized. The acquisition of Innovative Network Designs, LLC yielded no net operating losses as they reported taxes as a pass-through entity until the acquisition date.

F-20

As of December 31, 2023, the Company has net operating loss carryforwards of approximately $7,266,500 to reduce future taxable operating income which can be used to offset any capital gains. A valuation allowance for the entire amount of deferred tax assets has been established as of December 31, 2023 and 2022.

The provision for (benefit from) income taxes consist of the following:

		Year Ended December 31, 2023		Year Ended December 31, 2022
Current
Federal	$	-	$	-
State		-		-
		-		-
Deferred
Federal		-		-
State		-		-
		-		-
Total income tax provision (benefit)	$	-	$	-

A reconciliation of the provision for income taxes at the federal and state statutory rates of 21% and 7.5% (Illinois), 11.5% (New Jersey) and 2% of gross sales (Texas) respectively to the Company’s provision for income tax is as follows:

	Year Ended December 31, 2023			Year Ended December 31, 2022
U.S. Federal (tax benefit) provision at statutory rate	$	(1,708,404	)	$	(289,339	)
State (tax benefit) income taxes, net of federal benefit		(697,520	)		(109,084	)
Permanent differences		1,344,442			215
Changes in valuation allowance		1,061,481			390,207
Total	$	-		$	-

	December 31, 2023			December 31, 2022
Deferred Tax Assets
Net operating losses		1,526,000			549,300
Total deferred tax assets		1,526,000			549,300
Valuation allowance		(1,526,000	)		(549,300	)
Net deferred tax assets		-			-

Deferred Tax Liabilities
Total deferred tax liabilities		-			-
Net deferred tax	$	-		$	-

F-21

The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence in order to ascertain whether it is more likely than not that deferred tax assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the history of losses the Company has generated in the past, the Company believes that it is not more likely than not that all of the deferred tax assets in the U.S. can be realized as of December 31, 2023 and 2022, accordingly, the Company has recorded a full valuation allowance on its deferred tax assets.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

Commitments

Lease Obligations

Effective October 2020, the Company’s subsidiary (RedGear, LLC) renewed the lease for the principle offices at 123 West Mills Avenue, El Paso, Texas. The lease extends through September 30, 2025, for $1,350.20 per month with annual escalation of 2%. The liability and Right of Use Asset was recognized for $61,590. No subsequent renewal is certain at December 31, 2023.

Effective October 29, 2021, the Company’s subsidiary (RedGear, LLC) entered into a lease for office facilities at 3636 North Central Avenue, Phoenix, Arizona. The lease extends through October 31, 2025, for $3,224.83 per month with annual escalation of 3%. The liability and Right of Use Asset was recognized for $125,364. No subsequent renewal is certain at December 31, 2023.

Effective October 3, 2023, the Company’s subsidiary (RedGear, LLC) entered into a lease for office facilities at 10033 Carnegie Avenue, El Paso, Texas. The lease extends through September 28, 2028, for $5,018.00 per month with annual escalation of 3%. The liability and Right of Use Asset was recognized for $232,940. No subsequent renewal is certain at December 31, 2023. The lessor is considered a related party (see note 10).

Effective October 3, 2023, the Company’s subsidiary (RedGear, LLC) entered into a lease for office facilities at 6713 Viscount Blvd. El Paso, Texas. The lease extends through September 28, 2028, for $3,600.00 per month with annual escalation of 5%. The liability and Right of Use Asset was recognized for $173,076. No subsequent renewal is certain at December 31, 2023. The lessor is considered a related party (10).

On May 1, 2021 the Company’s subsidiary IND entered into a sublease for its office in Whippany, NJ for a term commencing on June 1, 2021 extending through February 28, 2025 at an initial monthly rent of approximately $4,847. The liability and Right of Use Asset was recognized for $174,076. The sublease is renewable under the condition that the sublandlord renews its lease, therefore no subsequent extension is considered in the lease Right of Use Asset or the related lease liability beyond the initial term.

The offices for ReachOut Corp. is shared with a related party ReachOut IL (an S corporation), under an arrangement that is not formalized.

F-22

Right of use asset (ROU) is summarized below:

	December 31, 2023			September 30, 2022
Operating lease at inception	$	767,068		$	174,098
Less accumulated reduction		(248,101	)		(64,642	)
Balance ROU asset	$	518,968		$	109,456

Operating lease liability related to the ROU asset is summarized below:

Operating lease liabilities at inception	$	767,068		$	174,098
Reduction of lease liabilities		(248,147	)		(64,641	)
Total lease liabilities	$	518,920		$	109,457
Less: current portion		(171,315	)		46,756
Lease liabilities, non-current	$	347,605		$	62,701

Non-cancellable operating lease total future payments are summarized below:

Total minimum operating lease payments	$	707,347		$	126,048
Less discount to fair value		(188,426	)		(16,592	)
Total lease liability	$	518,920		$	109,457

Future minimum lease payments under non-cancellable operating leases at December 31, 2023 are as follows:

Years ending December 31,	Amount
2024		221,119
2025		166,502
2026		110,289
2027		116,928
2028		92,509

Total minimum non-cancelable operating lease payments	$	707,347

For the period (from acquisition date) October 2, through December 31, 2023, rent expense for RedGear, LLC was $43,355 and for ReachOut IND it was $58,171, for the year ending December 31, 2023. The total for all leases amounted to $101,526.

Contingencies

The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out of any such matters will have a material adverse effect on its business, financial condition or results of operations.

F-23

NOTE 13 - SUBSEQUENT EVENTS

RedGear LLC – Purchase Dispute

On April 26, 2024, the Company filed a lawsuit in the United States District Court for the Northern District of Illinois, against the former members of RedGear (“the Defendants”), related to certain representations and warranties made by the Defendants in the Membership Interest Purchase Agreement, dated September 29, 2023. The lawsuit was served on the Defendants on April 30, 2024. This matter has not yet been resolved.

While the Company is working with legal counsel to minimize the impact to the business, the exit of the Defendants has led to a material reduction in RedGear business customers and revenue.

Due to Financial Institutions

Fora Financial

Default on Loan - PIPE Technologies Inc.

Asset Purchase

On April 8, 2024, the Company acquired the assets of Singer Networks LLC (Singer), an Illinois limited liability. Singer is a service provider that manages the technology needs for its clients. Under the terms of the agreement the Company has acquired all the tangible and intangible assets of Singer except for cash and bank accounts, accounts receivable (as of closing date) and the Singer benefit plan. The purchase price is comprised of $121,413 in cash and 750,000 preferred shares of Yuengling’s Ice Cream Corporation (“YCRM”). The preferred shares have a stated value of $1.00 and are convertible in YCRM common shares under the terms of the Certificate of Designation.

Financing

On January 26, 2024, the Company entered into a sale of future receivables agreement with Fox Funding Group LLC (“Fox”) primarily for working capital for RedGear operations. Under the terms of the agreement the lender advanced $300,000 less origination and underwriting fees of $12,295. The Company was to make daily remittances of $2,531.25 for 160 banking days for total of $405,000. The advance is secured, and Fox has initiated collection efforts.

The Company has retained legal representation and are currently negotiating a difference with Fox in what each party believes to be the outstanding balance. The Company calculates the balance to be approximately $260,000 and Fox has indicated a balance of approximately $370,000.

F-24

Change to Employment Agreement

On May 3, 2023, the employment agreement with the former principle of ReachOut IND has been amended in accordance with the terms of the employment agreement. The amendment takes effect on May 16, 2023, and reduces annual compensation to $125,000, and alters the responsibilities of his management role.

Corporate Restructuring

In July and August, 2024, the Company underwent a restructuring of costs including headcount reductions that is expected to decrease annual operating/overhead expenses by a material amount.

Lease Negotiations

In July 2024, the Company has entered into negotiations with the lessors of the downtown El Paso (Mills Ave) location to end the lease early as part of efforts to decrease operating/overhead expenses.

F-25

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Transition Report on Form 10-KT of our audit report dated September 9, 2024 with respect to the consolidated balance sheets of ReachOut Technology Corp. as of December 31, 2023 and 2022, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2023. Our report relating to those financial statements includes an emphasis of matter paragraph regarding substantial doubt as to the Company’s ability to continue as a going concern.

Fruci & Associates II, PLLC – PCAOB ID #05525

Spokane, Washington

September 9, 2024

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard Jordan, Chief Executive of Yuengling’s Ice Cream Corporation (the “registrant”) certify that:

1. I have reviewed this Transition Report on Form 10-KT of the registrant;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: September 11, 2024

By:	/s/ Richard Jordan
	Richard Jordan
	Chief Executive Officer (Principal Executive)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES—OXLEY ACT OF 2002

In connection with the Transition Report of Yuengling’s Ice Cream Corporation (the “Company”) on Form 10-KT for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard Jordan, Chief Executive Officer, certify, pursuant to 18 U.S.C. Sec. 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date: September 11, 2024

By:	/s/ Richard Jordan
	Richard Jordan, Chief Executive Officer
	(Principal Executive)

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Sep. 11, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-KT
Amendment Flag	false
Document Annual Report	false
Document Transition Report	true
Document Period Start Date	Nov. 01, 2023
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-55398
Entity Registrant Name	YUENGLINGS ICE CREAM CORPORATION
Entity Central Index Key	0001624517
Entity Tax Identification Number	47-1893698
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	8910 West 192nd Street
Entity Address, Address Line Two	Suite N
Entity Address, City or Town	Mokena
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60448
City Area Code	312
Local Phone Number	288-8000
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 756,108
Entity Common Stock, Shares Outstanding		349,488,710
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	5525
Auditor Name	Fruci & Associates II, PLLC
Auditor Location	Spokane, Washington

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current Assets:
Cash	$ 360,673	$ 571,578
Accounts receivable	239,825	55,655
Prepaid expenses	275,780	155,972
Total Current Assets	876,278	783,205
Other Assets:
Prepaid expenses, non-current portion		131,894
Deposits	8,618
Furniture and fixed assets, net	445,697
Goodwill	3,343,929	5,363,173
Right of use asset	518,968	109,456
Total non-current assets	4,317,212	5,604,523
Total Assets	5,193,490	6,387,728
Current Liabilities:
Accounts payable and accrued expenses	1,764,696	403,784
Other current liabilities, customer pre-payments	68,618	31,444
Due to officers	309,725	132,225
Due to affiliated companies	1,570,253	619,399
Due to financial institutions	1,649,134
Notes payable	202,206
Convertible notes payable, net of put premiums of $15,000	30,000
Seller notes and loans payable related parties, current portion	1,175,124	289,398
Seller term note	1,175,000
Vehicle and equipment loans	336,610
SBA loans payable	1,012,392
Derivative liability	14,637,055
Officer life insurance liability, current portion	450,000	382,500
Equipment lease, non-current portion	26,092
Lease liability, current portion	171,315	46,756
Total Current Liabilities	24,578,220	1,905,506
Non-Current Liabilities:
Notes payable, non-current portion related parties	192,932	1,753,795
Convertible note payable, net of $429,350 debt discounts	40,650
Officer life insurance premium, non-current portion	2,250,000	2,700,000
Preferred stock (Series C & D) dividends, payable	76,849
Equipment lease, non-current portion	25,090
Lease liability, non-current portion	347,605	62,701
Total Non-Current Liabilities	2,933,126	4,516,496
Total Liabilities	27,511,346	6,422,002
Commitments and contingencies
Temporary Equity
Preferred Series A stock to be issued	357,022
Total temporary equity	357,022
Stockholders’ Deficit:
Common stock to be issued	68,000	660,000
Common stock, $0.0001 par value, 2,500,000,000 shares authorized, 349,488,710 and 14,828,595 shares issued and outstanding as of December 31, 2023 and 2022, respectively	349,489	14,827
Additional paid in capital	1,616,009	1,016,412
Accumulated deficit	(24,709,424)	(1,726,560)
Total Stockholders’ Deficit	(22,674,878)	(34,273)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	5,193,490	6,387,728
Series A Preferred Stocks [Member]
Stockholders’ Deficit:
Preferred stock value	48	48
Series C Preferred Stocks [Member]
Stockholders’ Deficit:
Preferred stock value	875	875
Series D Preferred Stocks [Member]
Stockholders’ Deficit:
Preferred stock value	$ 125	$ 125

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Debt discount, current	$ 15,000
Debt discount, non current	$ 429,350
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	2,500,000,000	2,500,000,000
Common stock, shares issued	349,488,710	14,828,595
Common stock, shares outstanding	349,488,710	14,828,595
Series A Preferred Stocks [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	475,000	475,000
Preferred stock, shares outstanding	475,000	475,000
Series C Preferred Stocks [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	8,750,000	8,750,000
Preferred stock, shares issued	8,750,000	0
Preferred stock, shares outstanding	8,750,000	0
Series D Preferred Stocks [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,250,000	1,250,000
Preferred stock, shares issued	1,250,000	0
Preferred stock, shares outstanding	1,250,000	0

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenue	$ 3,775,142	$ 1,140,574
Cost of goods sold	2,564,093	724,738
Gross profit	1,211,049	415,836
Operating Expenses:
Intangibles impairment	4,136,746
Loss on disposition	126,738
General and administrative expenses	1,097,111	559,378
Stock compensation	1,690,791
Compensation	1,547,935	652,216
Professional fees	421,883	454,296
Total operating expenses	9,021,204	1,665,890
Loss from operations	(7,810,155)	(1,250,054)
Other income (expense):
Interest expense	(752,526)	(91,746)
Derivative expense	(1,548,592)
Change in fair market value	(12,794,742)
Total other expense	(15,095,860)	(91,746)
Loss before provision for income tax	(22,906,015)	(1,341,800)
Provision for income tax
Net loss	$ (22,906,015)	$ (1,341,800)
Basic loss per share	$ (0.07)	$ (0.11)
Diluted loss per share	$ (0.07)	$ (0.11)
Basic weighted average shares	332,488,710	12,211,260
Diluted weighted average shares	332,488,710	12,211,260

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($)	Preferred Stock Series A [Member]	Preferred Stock Series C D [Member]	Common Stock [Member]	Shares To Be Issued [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 48	$ 1,000	$ 14,829	$ 660,000	$ 1,016,412	$ (384,760)	$ 1,307,529
Beginning balance, share at Dec. 31, 2021	475,000	10,000,000	14,828,595
Net loss						(1,341,800)	(1,341,800)
Ending balance, value at Dec. 31, 2022	$ 48	$ 1,000	$ 14,829	660,000	1,016,412	(1,726,560)	(34,271)
Ending balance, share at Dec. 31, 2022	475,000	10,000.00	14,828,595
Recapitalization adjustment, shares issued pre-merger			$ 334,660	(592,000)	113,532		(143,808)
Recapitalization adjustment, shares issued pre-merger, share			334,660,115
Incentive on future financing					52,602		52,602
Compensation, non-employees					291,186		291,186
Dividends on preferred shares						(76,849)	(76,849)
Warrants issued to investors					142,277		142,277
Net loss						(22,906,015)	(22,906,015)
Ending balance, value at Dec. 31, 2023	$ 48	$ 1,000	$ 349,489	$ 68,000	$ 1,616,009	$ (24,709,424)	$ (22,674,878)
Ending balance, share at Dec. 31, 2023	475,000	10,000,000	349,488,710

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (22,906,005)	$ (1,341,800)
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued for compensation and services	1,822,769	113,388
Debt discounts charged to interest expense	84,025
Depreciation	65,361
Vesting of Restricted Stock Units		6
Bad debt expense		6,880
Put premiums charged to interest expense, stock settled debt	15,000
Intangibles impairment	4,136,746
Derivative expense	1,548,592
Changes in fair market values	12,794,742
Related party advances funding operations	0	10,000
Changes in assets and liabilities:
Accounts receivable	(115,141)	(162,151)
Prepaid expense	3,458	91,532
Inventory	273,602
Right of use asset net of liability	254
A/P & Accrued liabilities	1,504,855	89,757
Customer deposits	37,174
Finance Lease	(27,529)
Other current liabilities	0
Net cash used in operating activities	(762,097)	(1,192,388)
Cash flows from investing activities:
Cash acquired in acquisition	83,794	613,077
Cash paid in acquisition	(1,249,548)	(325,000)
ULI payable		382,500
Fixed assets purchased	(15,760)
Net cash used in investing activities	(1,181,514)	670,577
Cash flows from financing activities:
Loan proceeds – Fora	1,225,000
Loan repayments – Fora	(399,750)
Sale of common stock		212,000
Proceeds for issuance of convertible notes	436,000
Cash received for stock to be issued		125,000
Repayment of seller notes	(289,398)
Other loan repayments	(382,500)
Convertible notes issued for service	15,000
Proceeds from affiliate advances
Proceeds – related party loans	1,128,354	762,836
Payments – related party loans		(143,437)
Net cash provided by financing activities	1,732,706	956,399
Net change in cash	(210,905)	434,588
Cash, beginning of year	571,578	136,990
Cash, end of year	360,673	571,578
Cash paid during the period for:
Interest
Income taxes
Supplemental Disclosure of Non-Cash Activity:
Shares to be issued for acquisition	2,620,673	500,000
Shares issued for services
Preferred Series D for deferred finance charges	$ 380,544
Right-of-use asset and lease liability – ASC 842	$ 767,068	$ 174,098

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure [Table]
Net Income (Loss) Attributable to Parent	$ (22,906,015)	$ (1,341,800)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

ORGANIZATION AND BUSINESS

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

ORGANIZATION AND BUSINESS

NOTE 1 – ORGANIZATION AND BUSINESS

Reverse Merger/Acquisition of ReachOut Technology Corp.

The Share Exchange is intended to constitute a reorganization with the meaning of Section 368 of the Internal Revenue Code of 1986 (as amended).

As a result of the transaction, ReachOut became a subsidiary of the Company.

Under the terms of the Control Block Transfer Agreement, Everett Dickson (former CEO) sold all his remaining Series A Preferred Stock to Richard Jordan (new CEO) for $140,000.

ReachOut Technology Corp.

ReachOut Corp. Acquisition - Innovative Network Designs LLC

Innovative Network Designs LLC - New Jersey

ReachOut Corp. Acquisition - Red Gear LLC

RedGear LLC - Texas

GOING CONCERN

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 2 – GOING CONCERN

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

Principles of Consolidation

Use of Estimates

Concentrations of Credit Risk

Cash Equivalents

The Company considers all highly liquid investments with a maturity of year or less when purchased to be cash equivalents. There were no cash equivalents for the year ended December 31, 2023 or 2022.

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the year ended December 31, 2023.

Accounts Receivable

Deferred Financing Costs

Inventory

Property and Equipment

Net Loss Per Share

Schedule of antidilutive shares
	December 31, 2023		December 31, 2022
Series A Preferred Stock Payable		1,020,062,029		-
Series A Preferred Stock outstanding		699,082,277		1,000,000
Series C Preferred Stock outstanding		2,446,420,970		-
Series D Preferred Stock outstanding		49,926,959		-
Warrants		305,757,519		-
Third party convertible debt		1,566,666,667		-
Common shares to be issued		68,000		660,000
Common stock options		611,214		-
Total		6,088,595,635		1,660,000

Stock-based Compensation

Convertible Notes with Fixed Rate Conversion Options

Derivative Financial Instruments

Fair Value Measurements

Level 1: Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2: Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly.

Level 2 inputs include quoted prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest rates.

Level 3: Level 3 inputs are unobservable inputs.

The carrying amounts of Notes Payable approximate the fair value as the notes bear interest rates that are consistent with current market rates.

The table below classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2023 and 2022.


	At December 31, 2023						At December 31, 2022
Description	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Derivative Liability		-		-	$	14,637,055		-		-	$	-

A roll-forward of the level 3 valuation financial instruments is as follows


	Derivative Liabilities
Balance at December 31, 2022	$	-
Charged to derivative expense upon issuance of related note		1,406,313
Classified as initial debt discount upon issuance of related note		436,000
Fair Value adjustments - convertible note		12,794,742
Balance at December 31, 2023	$	14,637,055

Schedule of derivative liabilities
Inputs	December 31, 2023
Stock price	$	0.009
Conversion price	$	0.0003
Volatility (annual)		348	%
Risk-free rate		5.18	%
Dividend rate		-
Years to maturity		1.36

An additional $142,279 was charged to derivative expense upon issuance of 142,424,186 warrants to an investor. This charge was credited to additional paid in capital.

Income Taxes

Revenue recognition

Identification of a contract with a customer;

Identification of the performance obligations in the contract;

Determination of the transaction price;

Allocation of the transaction price to the performance obligations in the contract; and

Recognition of revenue when or as the performance obligations are satisfied.

Advertising Costs

Deferred Offering Costs

Stock-Based Compensation

Business Combinations

Related Party Transactions

The Company follows FASB ASC subtopic 850-10, “Related Party Transactions”, for the identification of related parties and disclosure of related party transactions.

Lease Accounting

Recently Adopted Accounting Pronouncements

PROPERTY & EQUIPMENT

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

PROPERTY & EQUIPMENT

NOTE 4 – PROPERTY & EQUIPMENT

Property and equipment stated at cost, less accumulated depreciation consisted of the following:

Schedule of property and equipment
	December 31, 2023			December 31, 2022
Property and equipment	$	1,050,369		$	-
Less: accumulated depreciation		(604,672	)		-
Property and equipment, net	$	445,697		$	-

GOODWILL

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL

NOTE 5 – GOODWILL

Membership Interest Purchase Agreement

Innovative Network Designs, LLC

Assets Acquired and Liabilities Assumed


Assets Acquired	Fair Value
Cash	$	613,077
Accounts Receivable		217,816
Prepaid Expenses		62,706
Right of Use Asset		109,456
Total Assets	$	1,003,055
Liabilities Assumed
Accounts Payable	$	49,936
Accrued Expenses		118,521
Sales Tax Payable		70,122
Lease Liabilities		109,457
Total Liabilities	$	348,036

Consideration Value
Cash	$	325,000
Convertible Note		1,175,000
Universal Life Insurance Commitment		3,150,000
Promissory Note		868,193
Common Stock		500,000
Total Purchase Price		6,018,193
Less, net asset value		655,020
Less impairment charge - 2023		4,136,746
Value of intangible assets	$	1,226,427

Acquisition - Red Gear LLC

Assets Acquired and Liabilities Assumed


Assets Acquired	Fair Value
Cash	$	83,794
Accounts Receivable		106,931
Receivable, Related Party		126,643
Fixed Assets,		784,252
Right of Use Asset		592,970
Total Assets	$	1,567,947
Liabilities Assumed
Accounts payable	$	49,393
Accrued Expenses		62,402
Bank line of credit		50,000
Vehicle and equipment loans payable		468,189
SBA Loan		423,000
Lease Liabilities		592,970
Total Liabilities	$	1,646,640

Consideration Value
Cash	$	1,249,248
Promissory Note		789,261
Total Purchase Price		2,038,809
Tangible Net Liabilities		78,693
Value of intangible assets	$	2,117,502

BANK NOTES AND LOANS

12 Months Ended

Dec. 31, 2023

Bank Notes And Loans

BANK NOTES AND LOANS

NOTE 6 – BANK NOTES AND LOANS

SELLERS’ TERM AND SECURED NOTES PAYABLE

12 Months Ended

Dec. 31, 2023

Sellers Term And Secured Notes Payable

SELLERS’ TERM AND SECURED NOTES PAYABLE

NOTE 7 – SELLERS’ TERM AND SECURED NOTES PAYABLE

Schedule of secured note payable
Period	Principal		Interest		Total
January 15, through October 15, 2024	$	1,175,124	$	198,699	$	1,373,823
January 15, through March 2, 2025		192,932		4,255		197,187
Totals	$	1,368,056	$	202,954	$	1,571,010

DUE TO OFFICERS

12 Months Ended

Dec. 31, 2023

Due To Officers

DUE TO OFFICERS

NOTE 8 – DUE TO OFFICERS

DUE TO AND FROM AFFILIATIATED COMPANYS

12 Months Ended

Dec. 31, 2023

Due To And From Affiliatiated Companys

DUE TO AND FROM AFFILIATIATED COMPANYS

NOTE 9 – DUE TO AND FROM AFFILIATIATED COMPANYS

DUE TO FINANCIAL INSTITUTIONS

12 Months Ended

Dec. 31, 2023

Due To Financial Institutions

DUE TO FINANCIAL INSTITUTIONS

NOTE 10 – DUE TO FINANCIAL INSTITUTIONS

The Company has taken loans from financial institutions in the form of sales of future receivables, have a current outstanding balance of principal of $1,649,134.

Choice Financial Group is owed $8,000 under a financial arrangement at December 31, 2023.

THIRD PARTY NOTES PAYABLE

12 Months Ended

Dec. 31, 2023

Third Party Notes Payable

THIRD PARTY NOTES PAYABLE

NOTE 11 – THIRD PARTY NOTES PAYABLE

Schedule of third party notes payable
	January 31, 2024		October 31, 2023
Note principal	$	202,206	$	184,296

The Company has issued various notes to investors to fund operations prior to the reverse merger on November 9, 2023. Below is basic information about each of these legacy financings.

The Company was also indebted to a third party for a total of $24,656, for a non-interest-bearing note. This note was in default since December 30, 2015.

CONVERTIBLE NOTES PAYABLE

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

CONVERTIBLE NOTES PAYABLE

NOTE 12 – CONVERTIBLE NOTES PAYABLE

Post Reverse Merger Issuances

SMALL BUSINESS LOANS PAYABLE

12 Months Ended

Dec. 31, 2023

Small Business Loans Payable

SMALL BUSINESS LOANS PAYABLE

NOTE 13 – SMALL BUSINESS LOANS PAYABLE

RedGear has two SBA loans that were assumed by ReachOut. At December 31, 2023 the principal balances are $273,400 and $149,900.

OFFICER LIFE INSURANCE PREMIUMS PAYABLE

12 Months Ended

Dec. 31, 2023

Officer Life Insurance Premiums Payable

OFFICER LIFE INSURANCE PREMIUMS PAYABLE

NOTE 14 – OFFICER LIFE INSURANCE PREMIUMS PAYABLE

Schedule of life Insurance Payable
Year Ended December 31:	Insurance Premiums Due
2024		450,000
2025		450,000
2026		450,000
2027 - 2029		1,350,000
Total	$	2,700,000

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

NOTE 15 – RELATED PARTY TRANSACTIONS

Compensation due to a current officer of RedGear amounts to $137,500 at December 31, 2023.

In June 2022, Everett Dickson advanced the Company $6,000 for a general operating expense. The $6,000 was repaid the following month.

On August 17, 2023, Everett Dickson paid $1,910, to a consultant of the Company’s. The transaction is considered a loan advance and is evidenced by a note payable (below) issued to Everett Dickson.

TEMPORARY EQUITY

12 Months Ended

Dec. 31, 2023

Disclosure Temporary Equity Abstract

TEMPORARY EQUITY

NOTE 16 – TEMPORARY EQUITY

Commitment to Purchase Series A Convertible Preferred Stock

On January 26, 2024, Everett Dickson (former CEO and Chairman of the Board of Directors) acquired the preferred series A shares formerly held by Device Corp.

Series B Preferred Stock

STOCKHOLDERS’ DEFICIT

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

STOCKHOLDERS’ DEFICIT

NOTE 17 – STOCKHOLDERS’ DEFICIT

Preferred Stock

Series A Preferred Stock

Series C Preferred Stock

Under the terms of the Share Exchange Agreement the Company issued 8,750,000 shares of Series C Preferred Stock to the owners of ReachOut common stock in exchange for 100% of the shares of ReachOut.

Series D Preferred Stock

Common Stock

At the consummation of the reverse merger on October 9, 2023 YCRM recapitalized ReachOut with 334,660,115 common shares that had been issued pre-merger.

Following the merger the Company recognized additions to additional paid in capital for:

Financing incentives - $52,602;

Compensation to non-employees - $291,186; and

Warrants issued to investors - $142,277.

The Company charged dividends on Series C and D preferred stock to accumulated deficit ($76,849).

Warrants Issued

For the years ended December 31, 2023 and 2022, a summary of the Company’s warrant activity is as follows:

Schedule of warrant activity
	Number of Warrants		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Weighted- Average Grant-Date Fair Value		Aggregate Intrinsic Value
Outstanding at December 31, 2022		-		-		-	$	-	$	-
Issued during the year ended December 31, 2023		142,424,186		0.0003		7		0.001		142,277
Outstanding and exercisable at December 31, 2023		142,424,186		0.0003		7.80	$	0.001	$	142,277

All warrants were issued as incentive to an investor for future investment.

Stock Options Issued

For the years ended December 31, 2023 and 2022, a summary of the Company’s stock options activity is as follows:

Schedule of stock option activity
	Number of Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Weighted- Average Grant-Date Fair Value		Aggregate Intrinsic Value
Outstanding at December 31, 2022		-		-		-	$	-	$	-
Issued during the year ended December 31, 2023		611,214		1.00		10		0.004		2,750
Outstanding and exercisable at December 31, 2023		611,214		1.00		9.75	$	0.004	$	2,750

All options were issued as compensation to key employees.

The inputs for the Black-Scholes model calculation of the options model were:

Stock (YCRM) price - $0.0045 midmarket price on the grant date;

Annualized volatility of 352%;

Discount rate 5.18%.

INCOME TAX

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

INCOME TAX

NOTE 18 – INCOME TAX

A reconciliation of the provision for income taxes at the federal and state statutory rates of 21% and 2% - 11.5% respectively to the Company’s provision for income tax is as follows:

Schedule of provision for income tax
	Year Ended December 31,
	2023			2022
U.S. Federal (tax benefit) provision at statutory rate	$	(4,601,911	)	$	(289,339	)
State (tax benefit) income taxes, net of federal benefit		(1,805,326	)		(109,084	)
Permanent differences		5,432,293			215
Temporary differences		-			-
Changes in valuation allowance		974,944			398,208
Total	$	-		$	-

Schedule of deferred tax amount net
	Year Ended December 31,
	2023			2022
Deferred Tax Assets
Net operating losses		1,524,200			549,300
Total deferred tax assets		1,524,200			549,300
Valuation allowance		(1,524,200	)		(549,300	)
Net deferred tax assets		-			-

Deferred Tax Liabilities
Total deferred tax liabilities		-			-
Net deferred tax	$	-		$	-

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 19 – COMMITMENTS AND CONTINGENCIES

Legal Matters

Fora Financial

Default on Loan - PIPE Technologies Inc.

As of the filing date of this report no probable outcome has been determined.

Lease Obligations

The offices for ReachOut are shared with a related party ReachOut IL (an S corporation), under an arrangement that is not formalized.

Right of use asset (ROU) is summarized below:

Schedule of right of use asset
	January 31, 2024			October 31, 2023
Operating lease at inception	$	767,068		$	767,068
Less accumulated reduction		(248,101	)		(64,642	)
Balance ROU asset	$	518,968		$	702,426

Operating lease liability related to the ROU asset is summarized below:

Schedule of operating lease liability
Operating lease liabilities at inception	$	767,068		$	767,068
Reduction of lease liabilities		(248,147	)		(64,641	)
Total lease liabilities	$	518,920		$	702,427
Less: current portion		(171,316	)		(171,618	)
Lease liabilities, non-current	$	347,605		$	530,809

Non-cancellable operating lease total future payments are summarized below:


Total minimum operating lease payments	$	707,347		$	907,445
Less discount to fair value		(188,124	)		(205,018	)
Total lease liability	$	519,223		$	702,427

Future minimum lease payments under non-cancellable operating leases at December 31, 2023 are as follows:

Schedule of future minimum lease
Years ending December 31,	Amount
2024		221,119
2025		166,502
2026		110,289
2027		116,928
2028		92,509
Total minimum non-cancelable operating lease payments	$	707,347

For the year ended December 31, 2023 rent expense was for RedGear, LLC was $57,697.

Other Commitments

On December 1, 2023, the Company entered into a service agreement with Frondeur Partners LLC (“Frondeur”). Frondeur will provide accounting, reporting and consulting services on a monthly basis. On December 1, 2023, the Company executed a corporate services agreement with Frondeur Partners LLC a Nevada limited liability company. Under the terms of the agreement the Company will receive accounting and reporting services. As compensation Frondeur will receive monthly payments of $10,000 in cash and a convertible promissory note for $15,000 The notes are convertible into the Company’s common stock at a 50% discount to the market price (defined in the notes). As of the date of issuance of this report the Company has issued three such notes (December 1, 2023, January 1, and February 1, 2024), which are to be accounted for as stock settled debt under ASC 480.

Other

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 20 – SUBSEQUENT EVENTS

RedGear LLC – Purchase Dispute

On April 26, 2024, ReachOut Technology Corp. (“ReachOut”), a wholly-owned subsidiary of the Company filed a lawsuit (Case No. 1:24-cv-03408) in the United States District Court for the Northern District of Illinois, against the former members of RedGear related to certain representations and warranties made by the Defendants, Luciano Aguayo and Armando Gonzalez, in the Membership Interest Purchase Agreement, dated September 29, 2023 and closing on October 2, 2023, under which ReachOut acquired 100% of RedGear. The lawsuit was served on the defendants on April 30, 2024, and the amend below were served in June 2024.

As of the filing date of this report no probable outcome has been determined in the above case.

While the Company is working with legal counsel to minimize the impact to the business, the exit of the Defendants has led to a material reduction in RedGear business customers and revenue.

Due to Financial Institutions

Fora Financial

Default on Loan - PIPE Technologies Inc.

Securities Issued

Asset Purchase

Change to Employment Agreement

Debt Cancellation

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

Principles of Consolidation

Principles of Consolidation

Use of Estimates

Use of Estimates

Concentrations of Credit Risk

Concentrations of Credit Risk

Cash Equivalents

Cash Equivalents

The Company considers all highly liquid investments with a maturity of year or less when purchased to be cash equivalents. There were no cash equivalents for the year ended December 31, 2023 or 2022.

Reclassifications

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the year ended December 31, 2023.

Accounts Receivable

Accounts Receivable

Deferred Financing Costs

Deferred Financing Costs

Inventory

Inventory

Property and Equipment

Property and Equipment

Net Loss Per Share

Net Loss Per Share

Schedule of antidilutive shares
	December 31, 2023		December 31, 2022
Series A Preferred Stock Payable		1,020,062,029		-
Series A Preferred Stock outstanding		699,082,277		1,000,000
Series C Preferred Stock outstanding		2,446,420,970		-
Series D Preferred Stock outstanding		49,926,959		-
Warrants		305,757,519		-
Third party convertible debt		1,566,666,667		-
Common shares to be issued		68,000		660,000
Common stock options		611,214		-
Total		6,088,595,635		1,660,000

Stock-based Compensation

Stock-based Compensation

Convertible Notes with Fixed Rate Conversion Options

Convertible Notes with Fixed Rate Conversion Options

Derivative Financial Instruments

Derivative Financial Instruments

Fair Value Measurements

Fair Value Measurements

Level 1: Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2: Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly.

Level 2 inputs include quoted prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest rates.

Level 3: Level 3 inputs are unobservable inputs.

The carrying amounts of Notes Payable approximate the fair value as the notes bear interest rates that are consistent with current market rates.

The table below classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2023 and 2022.


	At December 31, 2023						At December 31, 2022
Description	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Derivative Liability		-		-	$	14,637,055		-		-	$	-

A roll-forward of the level 3 valuation financial instruments is as follows


	Derivative Liabilities
Balance at December 31, 2022	$	-
Charged to derivative expense upon issuance of related note		1,406,313
Classified as initial debt discount upon issuance of related note		436,000
Fair Value adjustments - convertible note		12,794,742
Balance at December 31, 2023	$	14,637,055

Schedule of derivative liabilities
Inputs	December 31, 2023
Stock price	$	0.009
Conversion price	$	0.0003
Volatility (annual)		348	%
Risk-free rate		5.18	%
Dividend rate		-
Years to maturity		1.36

An additional $142,279 was charged to derivative expense upon issuance of 142,424,186 warrants to an investor. This charge was credited to additional paid in capital.

Income Taxes

Income Taxes

Revenue recognition

Revenue recognition

Identification of a contract with a customer;

Identification of the performance obligations in the contract;

Determination of the transaction price;

Allocation of the transaction price to the performance obligations in the contract; and

Recognition of revenue when or as the performance obligations are satisfied.

Advertising Costs

Advertising Costs

Deferred Offering Costs

Deferred Offering Costs

Stock-Based Compensation

Stock-Based Compensation

Business Combinations

Business Combinations

Related Party Transactions

Related Party Transactions

The Company follows FASB ASC subtopic 850-10, “Related Party Transactions”, for the identification of related parties and disclosure of related party transactions.

Lease Accounting

Lease Accounting

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of antidilutive shares

Schedule of antidilutive shares
	December 31, 2023		December 31, 2022
Series A Preferred Stock Payable		1,020,062,029		-
Series A Preferred Stock outstanding		699,082,277		1,000,000
Series C Preferred Stock outstanding		2,446,420,970		-
Series D Preferred Stock outstanding		49,926,959		-
Warrants		305,757,519		-
Third party convertible debt		1,566,666,667		-
Common shares to be issued		68,000		660,000
Common stock options		611,214		-
Total		6,088,595,635		1,660,000

Schedule of liabilities measured at fair value


	At December 31, 2023						At December 31, 2022
Description	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Derivative Liability		-		-	$	14,637,055		-		-	$	-

Schedule of fair value measurements roll-forward


	Derivative Liabilities
Balance at December 31, 2022	$	-
Charged to derivative expense upon issuance of related note		1,406,313
Classified as initial debt discount upon issuance of related note		436,000
Fair Value adjustments - convertible note		12,794,742
Balance at December 31, 2023	$	14,637,055

Schedule of derivative liabilities

Schedule of derivative liabilities
Inputs	December 31, 2023
Stock price	$	0.009
Conversion price	$	0.0003
Volatility (annual)		348	%
Risk-free rate		5.18	%
Dividend rate		-
Years to maturity		1.36

PROPERTY & EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

Schedule of property and equipment
	December 31, 2023			December 31, 2022
Property and equipment	$	1,050,369		$	-
Less: accumulated depreciation		(604,672	)		-
Property and equipment, net	$	445,697		$	-

GOODWILL (Tables)

12 Months Ended

Dec. 31, 2023

Innovative Network Designs [Member]

Restructuring Cost and Reserve [Line Items]

Schedule of assets acquired and liabilities assumed


Assets Acquired	Fair Value
Cash	$	613,077
Accounts Receivable		217,816
Prepaid Expenses		62,706
Right of Use Asset		109,456
Total Assets	$	1,003,055
Liabilities Assumed
Accounts Payable	$	49,936
Accrued Expenses		118,521
Sales Tax Payable		70,122
Lease Liabilities		109,457
Total Liabilities	$	348,036

Consideration Value
Cash	$	325,000
Convertible Note		1,175,000
Universal Life Insurance Commitment		3,150,000
Promissory Note		868,193
Common Stock		500,000
Total Purchase Price		6,018,193
Less, net asset value		655,020
Less impairment charge - 2023		4,136,746
Value of intangible assets	$	1,226,427

Acquisition Red Gear LLC [Member]

Restructuring Cost and Reserve [Line Items]

Schedule of assets acquired and liabilities assumed


Assets Acquired	Fair Value
Cash	$	83,794
Accounts Receivable		106,931
Receivable, Related Party		126,643
Fixed Assets,		784,252
Right of Use Asset		592,970
Total Assets	$	1,567,947
Liabilities Assumed
Accounts payable	$	49,393
Accrued Expenses		62,402
Bank line of credit		50,000
Vehicle and equipment loans payable		468,189
SBA Loan		423,000
Lease Liabilities		592,970
Total Liabilities	$	1,646,640

Consideration Value
Cash	$	1,249,248
Promissory Note		789,261
Total Purchase Price		2,038,809
Tangible Net Liabilities		78,693
Value of intangible assets	$	2,117,502

SELLERS’ TERM AND SECURED NOTES PAYABLE (Tables)

12 Months Ended

Dec. 31, 2023

Sellers Term And Secured Notes Payable

Schedule of secured note payable

Schedule of secured note payable
Period	Principal		Interest		Total
January 15, through October 15, 2024	$	1,175,124	$	198,699	$	1,373,823
January 15, through March 2, 2025		192,932		4,255		197,187
Totals	$	1,368,056	$	202,954	$	1,571,010

THIRD PARTY NOTES PAYABLE (Tables)

12 Months Ended

Dec. 31, 2023

Third Party Notes Payable

Schedule of third party notes payable

Schedule of third party notes payable
	January 31, 2024		October 31, 2023
Note principal	$	202,206	$	184,296

OFFICER LIFE INSURANCE PREMIUMS PAYABLE (Tables)

12 Months Ended

Dec. 31, 2023

Officer Life Insurance Premiums Payable

Schedule of life Insurance Payable

Schedule of life Insurance Payable
Year Ended December 31:	Insurance Premiums Due
2024		450,000
2025		450,000
2026		450,000
2027 - 2029		1,350,000
Total	$	2,700,000

STOCKHOLDERS’ DEFICIT (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Schedule of warrant activity

Schedule of warrant activity
	Number of Warrants		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Weighted- Average Grant-Date Fair Value		Aggregate Intrinsic Value
Outstanding at December 31, 2022		-		-		-	$	-	$	-
Issued during the year ended December 31, 2023		142,424,186		0.0003		7		0.001		142,277
Outstanding and exercisable at December 31, 2023		142,424,186		0.0003		7.80	$	0.001	$	142,277

Schedule of stock option activity

Schedule of stock option activity
	Number of Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Weighted- Average Grant-Date Fair Value		Aggregate Intrinsic Value
Outstanding at December 31, 2022		-		-		-	$	-	$	-
Issued during the year ended December 31, 2023		611,214		1.00		10		0.004		2,750
Outstanding and exercisable at December 31, 2023		611,214		1.00		9.75	$	0.004	$	2,750

All options were issued as compensation to key employees.

The inputs for the Black-Scholes model calculation of the options model were:

Stock (YCRM) price - $0.0045 midmarket price on the grant date;

Annualized volatility of 352%;

Discount rate 5.18%.

INCOME TAX (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of provision for income tax

Schedule of provision for income tax
	Year Ended December 31,
	2023			2022
U.S. Federal (tax benefit) provision at statutory rate	$	(4,601,911	)	$	(289,339	)
State (tax benefit) income taxes, net of federal benefit		(1,805,326	)		(109,084	)
Permanent differences		5,432,293			215
Temporary differences		-			-
Changes in valuation allowance		974,944			398,208
Total	$	-		$	-

Schedule of deferred tax amount net

Schedule of deferred tax amount net
	Year Ended December 31,
	2023			2022
Deferred Tax Assets
Net operating losses		1,524,200			549,300
Total deferred tax assets		1,524,200			549,300
Valuation allowance		(1,524,200	)		(549,300	)
Net deferred tax assets		-			-

Deferred Tax Liabilities
Total deferred tax liabilities		-			-
Net deferred tax	$	-		$	-

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of right of use asset

Schedule of right of use asset
	January 31, 2024			October 31, 2023
Operating lease at inception	$	767,068		$	767,068
Less accumulated reduction		(248,101	)		(64,642	)
Balance ROU asset	$	518,968		$	702,426

Schedule of operating lease liability

Schedule of operating lease liability
Operating lease liabilities at inception	$	767,068		$	767,068
Reduction of lease liabilities		(248,147	)		(64,641	)
Total lease liabilities	$	518,920		$	702,427
Less: current portion		(171,316	)		(171,618	)
Lease liabilities, non-current	$	347,605		$	530,809

Schedule of non-cancellable operating lease


Total minimum operating lease payments	$	707,347		$	907,445
Less discount to fair value		(188,124	)		(205,018	)
Total lease liability	$	519,223		$	702,427

Schedule of future minimum lease

Schedule of future minimum lease
Years ending December 31,	Amount
2024		221,119
2025		166,502
2026		110,289
2027		116,928
2028		92,509
Total minimum non-cancelable operating lease payments	$	707,347

ORGANIZATION AND BUSINESS (Details Narrative) - USD ($)					1 Months Ended
ORGANIZATION AND BUSINESS (Details Narrative) - USD ($)	Dec. 13, 2023	Nov. 09, 2023	Oct. 02, 2023	Sep. 02, 2022	Sep. 29, 2023
Restricted shares of common stock				500,000
Series A Preferred Stock [Member]
Shares authorized	8,750,000
Stated value	$ 3.00
Dividend rate	2.00%
Series A Preferred Stock [Member] \| Chief Executive Officer [Member]
Sale of stock		$ 140,000
Series C Preferred Stock [Member] \| Reach Out [Member]
Number of shares issued		8,750,000
Reach Out [Member]
Ownership interest		100.00%
IND [Member]
Limited liability company or limited partnership, members or limited partners, ownership interest				100.00%
Red Gear LLC [Member]
Limited liability company or limited partnership, members or limited partners, ownership interest			100.00%		100.00%
Membership interest purchase agreement description					Upon closing October 2, 2023, the total value of the consideration given for the purchase was $3,025,249 The purchase price was allocated to net tangible assets of $54,006 with the balance of $2,510,0291 allocated to goodwill, which is not amortized to expense. ReachOut hired an independent accounting firm to validate the Adjusted EBITDA (as defined in the closing documents). The results of the validation may result in a purchase price adjustment.

GOING CONCERN (Details Narrative) - USD ($)	12 Months Ended
GOING CONCERN (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net losses	$ 22,906,015	$ 1,341,800
Working capital deficit	23,702,245
Stockholders' deficit	22,674,878	34,273
Accumulated deficit	$ 24,709,424	$ 1,726,560

SIGNIFICANT ACCOUNTING POLICIES (Details) - shares	12 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Details) - shares	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	6,088,595,635	1,660,000
Series A Preferred Stock Payable [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	1,020,062,029
Series C Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	2,446,420,970
Series A Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	699,082,277	1,000,000
Series D Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	49,926,959
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	305,757,519
Third Party Convertible Debt [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	1,566,666,667
Common Shares To Be Issued [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	68,000	660,000
Common Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	611,214

SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative Liability
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative Liability
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative Liability	$ 14,637,055

SIGNIFICANT ACCOUNTING POLICIES (Details 2)	12 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Details 2)	Dec. 31, 2023 USD ($)
Accounting Policies [Abstract]
Balance at, beginning
Charged to derivative expense upon issuance of related note	1,406,313
Classified as initial debt discount upon issuance of related note	436,000
Fair Value adjustments - convertible note	12,794,742
Balance at, ending	$ 14,637,055

SIGNIFICANT ACCOUNTING POLICIES (Details 3) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, determination of fair value	$ 0.0045
Derivatives, determination of fair value		$ 0.00035
Derivatives, determination of fair value	352.00%
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, determination of fair value	$ 0.009
Measurement Input, Conversion Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, determination of fair value	$ 0.0003
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, determination of fair value	348.00%
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, determination of fair value	5.18%
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, determination of fair value	(0.00%)
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	1 year 4 months 9 days

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)			1 Months Ended	12 Months Ended
	Oct. 02, 2023	Sep. 02, 2022	Sep. 29, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Product Information [Line Items]
Excess insured amounts				$ 84,785
Cash equivalents				0	$ 0
Deferred financing costs				11,618
Interest and financing costs				35,941
Inventories				$ 0	$ 0
Antidilutive securities excluded from computation of earnings per share, amount				6,088,595,635	1,660,000
Charges to derivative expense				$ 142,279
Issuance of warrant					142,424,186
Unrecognized tax benefits				0	$ 0
Deferred revenue				68,618	31,444
Advertising Costs				171,774
Deferred offering costs				0	$ 0	$ 305,000
US Northeast Region [Member]
Product Information [Line Items]
Revenue recognized				2,750,643
US Southeast Region [Member]
Product Information [Line Items]
Revenue recognized				$ 1,024,499
Series C Preferred Stock [Member]
Product Information [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount				2,446,420,970
Series D Preferred Stock [Member]
Product Information [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount				49,926,959
Warrants [Member]
Product Information [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount				305,757,519
Third Party Convertible Debt [Member]
Product Information [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount				1,566,666,667
Preferred Stock Series A [Member]
Product Information [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount				1,020,062,029
Series A Preferred Stock [Member]
Product Information [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount				699,082,277
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Innovative Network Designs LLC [Member] \| One Clients [Member]
Product Information [Line Items]
Outstanding unpaid account, percentage				68.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Red Gear Subsidiary [Member] \| One Clients [Member]
Product Information [Line Items]
Outstanding unpaid account, percentage				58.00%
IND [Member]
Product Information [Line Items]
Limited liability company or limited partnership, members or limited partners, ownership interest		100.00%
Red Gear LLC [Member]
Product Information [Line Items]
Limited liability company or limited partnership, members or limited partners, ownership interest	100.00%		100.00%

PROPERTY & EQUIPMENT (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Property and equipment	$ 1,050,369
Less: accumulated depreciation	(604,672)
Property and equipment, net	$ 445,697

PROPERTY & EQUIPMENT (Details Narrative) - USD ($)	12 Months Ended
PROPERTY & EQUIPMENT (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation Expense	$ 65,361

GOODWILL (Details) - Innovative Network Designs [Member]	Aug. 01, 2022 USD ($)
Restructuring Cost and Reserve [Line Items]
Cash	$ 613,077
Accounts Receivable	217,816
Prepaid Expenses	62,706
Right of Use Asset	109,456
Total Assets	1,003,055
Liabilities Assumed
Accounts Payable	49,936
Accrued Expenses	118,521
Sales Tax Payable	70,122
Lease Liabilities	109,457
Total Liabilities	348,036
Consideration Value
Cash	325,000
Convertible Note	1,175,000
Universal Life Insurance Commitment	3,150,000
Promissory Note	868,193
Common Stock	500,000
Total Purchase Price	6,018,193
Less, net asset value	655,020
Less impairment charge - 2023	4,136,746
Value of intangible assets	$ 1,226,427

GOODWILL (Details 1) - Acquisition Red Gear LLC [Member]	Aug. 01, 2022 USD ($)
Restructuring Cost and Reserve [Line Items]
Cash	$ 83,794
Accounts Receivable	106,931
Receivable, Related Party	126,643
Fixed Assets,	784,252
Right of Use Asset	592,970
Total Assets	1,567,947
Liabilities Assumed
Accounts payable	49,393
Accrued Expenses	62,402
Bank line of credit	50,000
Vehicle and equipment loans payable	468,189
SBA Loan	423,000
Lease Liabilities	592,970
Total Liabilities	1,646,640
Consideration Value
Cash	1,249,248
Promissory Note	789,261
Total Purchase Price	2,038,809
Tangible Net Liabilities	78,693
Value of intangible assets	$ 2,117,502

GOODWILL (Details Narrative) - USD ($)	Sep. 02, 2022	Aug. 01, 2022	Dec. 31, 2023	Sep. 29, 2023	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Goodwill			$ 4,136,746	$ 2,540,502	$ 5,363,173
Goodwill reduced			1,226,427		4,136,746
Restricted shares of common stock	500,000
Net tangible assets			445,697
Goodwill purchase price			$ 525,526
Innovative Network Designs LLC [Member]
Restructuring Cost and Reserve [Line Items]
Restricted shares of common stock		500,000
Consideration purchase amount		$ 6,018,193
Consideration value		3,150,000
Yearly Consideration value		382,500
Tangible assets		$ 655,020
Innovative Network Designs LLC [Member] \| Network Designs LLC [Member]
Restructuring Cost and Reserve [Line Items]
Limited liability company or limited partnership, members or limited partners, ownership interest		100.00%
Red Gear LLC [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill				$ 2,117,502
Interest acquired				100.00%
Purchase price				$ 2,038,809
Net tangible assets				$ 344,307

BANK NOTES AND LOANS (Details Narrative) - USD ($)	1 Months Ended
BANK NOTES AND LOANS (Details Narrative) - USD ($)	Jul. 31, 2023	Nov. 22, 2021	May 26, 2020	Mar. 02, 2025	Oct. 15, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 24, 2021
Short-Term Debt [Line Items]
Debt due						$ 489,439	$ 693,799
Interest rate	9.50%
Original interest rate	4.25%
Line of credit amount								$ 106,201
Line of credit, additional paid in capital								$ 204,360
Principal amount				$ 192,932	$ 1,175,124	1,368,056
SBA Loan [Member]
Short-Term Debt [Line Items]
Debt due						589,092	$ 595,092
Interest rate	10.25%
Original interest rate	5.25%
First Note [Member]
Short-Term Debt [Line Items]
Interest rate			3.75%
Amount issued			$ 150,000
Principal amount						150,000
Accrued interest						20,250
Second Note [Member]
Short-Term Debt [Line Items]
Interest rate		3.75%
Amount issued		$ 273,500
Principal amount						273,500
Accrued interest						$ 21,608

SELLERS' TERM AND SECURED NOTES PAYABLE (Details) - USD ($)	2 Months Ended	9 Months Ended	12 Months Ended
	Mar. 02, 2025	Oct. 15, 2024	Dec. 31, 2023
Sellers Term And Secured Notes Payable
Principal	$ 192,932	$ 1,175,124	$ 1,368,056
Interest	4,255	198,699	202,954
Total	$ 197,187	$ 1,373,823	$ 1,571,010

SELLERS’ TERM AND SECURED NOTES PAYABLE (Details Narrative) - USD ($)		1 Months Ended		12 Months Ended
	Oct. 01, 2022	Sep. 29, 2023	Jul. 31, 2023	Dec. 31, 2023	Mar. 02, 2025	Oct. 15, 2024	Jan. 31, 2024
Short-Term Debt [Line Items]
Principal amount				$ 1,368,056	$ 192,932	$ 1,175,124
Interest rate			9.50%
Principal payment				583,578
Debt current				450,000
Debt non-current				2,250,000
Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Principal amount	$ 1,175,000
Interest rate	24.00%
Maturity date	Oct. 01, 2024
Accrued interest				$ 351,534
Secured Promissory Note [Member]
Short-Term Debt [Line Items]
Principal amount							$ 578,795
Interest rate				7.00%
Maturity date				Apr. 02, 2025
Accrued interest	$ 37,463
Principal payment	$ 96,466
Due date	Jul. 15, 2026
Debt current				$ 385,863
Debt non-current				192,932
Accrued interest				72,869
Promissory Note [Member]
Short-Term Debt [Line Items]
Principal amount		$ 789,621
Interest rate		8.00%
Maturity date		Sep. 28, 2024
Accrued interest				$ 26,800

DUE TO OFFICERS (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Due to officers	$ 309,725	$ 132,225
Chief Executive Officer [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Due to officers	132,225
Innovative Network Designs And Red Gear [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Compensation due to employees	$ 177,500

DUE TO AND FROM AFFILIATIATED COMPANYS (Details Narrative)	Dec. 31, 2023 USD ($)
Due To And From Affiliatiated Companys
Due to affiliates	$ 1,570,253

DUE TO FINANCIAL INSTITUTIONS (Details Narrative) - USD ($)		1 Months Ended	6 Months Ended		12 Months Ended
	Feb. 01, 2023	Dec. 07, 2023	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Feb. 07, 2023	Dec. 24, 2021
Line of Credit Facility [Line Items]
Outstanding principal					$ 1,649,134
PIPE advanced							$ 613,800
Interest expense	$ 59,520				752,526	$ 91,746
Proceeds from advance	$ 59,520
Total debt amount			$ 773,320		773,320
Monthly payments		$ 44,871		$ 64,138
Principal payment					583,578
Remaining principal					89,743
Cash received					1,212,500
Underwriting fees					37,500
Interest charge					312,500
Weekly payments			1,247,294		31,250
Unamortized discounts			177,342		177,342
Balance owed			8,000		8,000
Line of credit								$ 106,201
Mid Penn Bank [Member]
Line of Credit Facility [Line Items]
Line of credit			$ 489,439		$ 489,439

THIRD PARTY NOTES PAYABLE (Details) - USD ($)	Jan. 31, 2024	Oct. 31, 2023
Third Party Notes Payable
Note principal	$ 202,206	$ 184,296

THIRD PARTY NOTES PAYABLE (Details Narrative) - USD ($)	12 Months Ended
THIRD PARTY NOTES PAYABLE (Details Narrative) - USD ($)	Dec. 31, 2023	Mar. 02, 2025	Oct. 15, 2024	Jan. 31, 2024	Oct. 31, 2023
Debt Instrument [Line Items]
Notes payable related party	$ 17,910
Debt face amount	$ 1,368,056	$ 192,932	$ 1,175,124
Note payable balance				$ 202,206	$ 184,296
Note Payable 1 [Member]
Debt Instrument [Line Items]
Debt issuance date	Sep. 09, 2015
Debt face amount	$ 20,000
Debt stated interest rate	10.00%
Accrued interest	$ 15,151
Note Payable 2 [Member]
Debt Instrument [Line Items]
Debt issuance date	Feb. 23, 2017
Debt face amount	$ 17,500
Debt stated interest rate	8.00%
Accrued interest	$ 12,180
Note Payable 3 [Member]
Debt Instrument [Line Items]
Debt issuance date	Mar. 27, 2017
Debt face amount	$ 12,465
Debt stated interest rate	8.00%
Accrued interest	$ 8,265
Note Payable 4 [Member]
Debt Instrument [Line Items]
Debt issuance date	May 16, 2017
Debt face amount	$ 4,500
Debt stated interest rate	8.00%
Accrued interest	$ 2,905
Note Payable 5 [Member]
Debt Instrument [Line Items]
Debt issuance date	Jul. 28, 2017
Debt face amount	$ 20,000
Debt stated interest rate	8.00%
Accrued interest	$ 12,405
Note Payable 6 [Member]
Debt Instrument [Line Items]
Debt issuance date	Jan. 24, 2020
Debt face amount	$ 15,000
Debt stated interest rate	10.00%
Accrued interest	$ 1,155
Note payable balance	$ 0
Note Payable 7 [Member]
Debt Instrument [Line Items]
Debt issuance date	Mar. 24, 2020
Debt face amount	$ 20,000
Debt stated interest rate	10.00%
Accrued interest	$ 0
Note payable balance	$ 0
Note Payable 8 [Member]
Debt Instrument [Line Items]
Debt issuance date	Jun. 01, 2023
Debt face amount	$ 40,675
Debt stated interest rate	5.00%
Due from related party	$ 15,000
Debt converted, shares issued	55,675
Note Payable 9 [Member]
Debt Instrument [Line Items]
Note payable balance	$ 24,656

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)			1 Months Ended
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	Dec. 01, 2023	Nov. 10, 2023	Jul. 31, 2023	Mar. 02, 2025	Oct. 15, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Principal amount				$ 192,932	$ 1,175,124	$ 1,368,056
Interest rate			9.50%
Trillium Partners L. P [Member]
Debt Instrument [Line Items]
Principal amount		$ 470,000
Interest rate		12.00%
Maturity date		May 31, 2025
Post reverse merger issuances description		the lower of $0.0003 or 50% of the lowest traded price during the thirty days prior to conversion. $436,000 was received as cash and $34,000 was charged to OID to be amortized over the term of the note. Due to the variable conversion price the note includes a bifurcated derivative valued on issuance and for each reporting date. The initial derivative liability was $1,842,315, $1,406,315 was charged to loss on issuance (derivative expense) and $436,000 was charged to debt discount to be amortized over the term of the note.
Frondeur Partners LLC [Member]
Debt Instrument [Line Items]
Principal amount	$ 15,000
Interest rate	12.00%
Maturity date	Aug. 31, 2024
Post reverse merger issuances description	at or 50% of the lowest traded price during the thirty days prior to conversion. The principal amount was charged to professional services. Due to the note’s fixed conversion price, it is treated as stock settled debt under ASC 480, a put premium of $15,000 was charged to interest expense on issuance.

SMALL BUSINESS LOANS PAYABLE (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Mar. 02, 2025	Oct. 15, 2024
Short-Term Debt [Line Items]
Principal amount	$ 1,368,056	$ 192,932	$ 1,175,124
SBA Loan 1 [Member]
Short-Term Debt [Line Items]
Principal balance	273,400
SBA Loan 2 [Member]
Short-Term Debt [Line Items]
Principal balance	149,900
SBA Loan [Member]
Short-Term Debt [Line Items]
Principal amount	$ 589,092

OFFICER LIFE INSURANCE PREMIUMS PAYABLE (Details)	Dec. 31, 2023 USD ($)
Officer Life Insurance Premiums Payable
2024	$ 450,000
2025	450,000
2026	450,000
2027 - 2029	1,350,000
Total	$ 2,700,000

OFFICER LIFE INSURANCE PREMIUMS PAYABLE (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Oct. 01, 2022
Officer Life Insurance Premiums Payable
Total liability	$ 27,511,346	$ 6,422,002	$ 3,150,000
Installments payment			$ 450,000
Debt current	450,000
Debt non-current	$ 2,250,000

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)				1 Months Ended		12 Months Ended
	Sep. 15, 2023	Jan. 14, 2023	Sep. 02, 2022	Jun. 30, 2022	Feb. 29, 2020	Dec. 31, 2023	Oct. 31, 2023	Dec. 31, 2022	Oct. 31, 2022	Dec. 31, 2020	Mar. 31, 2024	Jan. 31, 2024	Oct. 30, 2023	Sep. 29, 2023	Sep. 02, 2023	Aug. 17, 2023
Related Party Transaction [Line Items]
Stock compensation expense						$ 1,690,791
Restricted stock units issued			500,000
Common shares issued						349,488,710		14,828,595
Right of use asset						$ 518,968	$ 702,426	$ 109,456				$ 518,968
Notes payable							184,296					$ 202,206
Share price						$ 0.0045
Convertible Promissory Note [Member]
Related Party Transaction [Line Items]
Advance from related party								619,399
Commitment to purchase life insurance								3,150,000
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Common shares issued													11,000,000
Payment to employees							22,000
President [Member]
Related Party Transaction [Line Items]
Payment to employees							7,000
Founder [Member]
Related Party Transaction [Line Items]
Stock compensation expense					$ 110,000
Loan payable, related party					$ 0
Stock issued during period					1,000,000
Founder [Member] \| Series A Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Stock issued during period					10,000,000
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Restricted stock units issued										66,669
Outstanding balances owed						$ 132,225		132,225
Repayment of general operating expenses								1,570,253,671
YCR [Member]
Related Party Transaction [Line Items]
Advance from related party						887,854
Cash paid for note issued						1,249,248
Red Gears LLC [Member]
Related Party Transaction [Line Items]
Note issued						1,314,787		$ 1,175,000
Labor and Related Expense						137,500
Right of use asset						$ 406,015								$ 173,076
Reach Out IND [Member]
Related Party Transaction [Line Items]
Employment agreement description						Company and the former principle of ReachOut IND entered into an employment agreement. The former head of ReachOut IND is named as Regional Vice President of Northeast (the Executive) at an annual salary of $250,000, plus incentive compensation with a target bonus of 10% of salary and a equity incentive of up to $1,400,00 value of Restricted Stock Units vesting ratably over seven years. The Executive is also given an annual expense stipend of $5,000, eligibility for employee benefits and specified paid leave. The initial term of the agreement is 24 months.
Everett Dickson [Member]
Related Party Transaction [Line Items]
Repayment of general operating expenses				$ 6,000
General operating expenses				$ 6,000
Officer compensation									$ 5,500
Payment to related party																$ 1,910
Deposit by related party															$ 2,000
Due to related party															17,410
Pickle Jar [Member]
Related Party Transaction [Line Items]
Due from related party															22,000
Notes payable															16,500
1800 Diagonal Lending [Member]
Related Party Transaction [Line Items]
Payment to related party															$ 13,500
Robert C. Bohorad [Member]
Related Party Transaction [Line Items]
Due to related party											$ 30,000
Shares granted		30,000,000
Share price		$ 0.006
Non-cash compensation		$ 180,000
Shares returned	30,000,000
Accrued compensation							$ 53,000
Mr. Bohorad [Member]
Related Party Transaction [Line Items]
Restricted common stock issued													3,000,000

TEMPORARY EQUITY (Details Narrative) - USD ($)	12 Months Ended
TEMPORARY EQUITY (Details Narrative) - USD ($)	Oct. 31, 2023	Dec. 31, 2023	Dec. 13, 2023	Aug. 25, 2023	May 01, 2023	Dec. 31, 2022	Oct. 31, 2022	Jan. 18, 2019
Preferred stock to be issued amount						$ 357,022
Conversion price						$ 0.00035
Shares converted	1,020,062,029
Device Corp [Member]
Due from related party							$ 562,000
Repaid to related party							170,000
Due to related party							$ 392,000
Series A Preferred Stock [Member]
Preferred stock shares designate		10,000,000
Preferred stock par value			$ 3.00
Series A Preferred Stock [Member] \| Stock Purchase Agreement [Member]
Agreement amount								$ 250,000
Series A Preferred Stock [Member] \| Second Stock Purchase Agreement [Member]
Agreement amount					$ 250,000
Series B Preferred Stock [Member]
Preferred stock shares designate				5,000,000
Preferred stock par value				$ 0.0001

STOCKHOLDERS' DEFICIT (Details)	12 Months Ended
STOCKHOLDERS' DEFICIT (Details)	Dec. 31, 2023 USD ($) $ / shares shares
Equity [Abstract]
Number of warrants, Beginning \| shares
Weighted-Average Exercise Price, Beginning
Weighted-Average Grant Date Fair Value, Warrant Outstanding Beginning
Aggregate Intrinsic Value, Warrants Beginning \| $
Number of warrants, Issued \| shares	142,424,186
Weighted-Average Exercise Price, warrrant issued	$ 0.0003
Weighted-Average Remaining Contractual Term, warrant issued	7 years
Weighted-Average Grant Date Fair Value, Warrant issued	$ 0.001
Aggregate Intrinsic Value, Warrants Issued \| $	$ 142,277
Number of warrants, Ending \| shares	142,424,186
Weighted-Average Exercise Price, Ending	$ 0.0003
Weighted-Average Remaining Contractual Term, warrant outstanding	7 years 9 months 18 days
Weighted-Average Grant Date Fair Value, Warrant outstanding Ending	$ 0.001
Aggregate Intrinsic Value, Warrants Ending \| $	$ 142,277

STOCKHOLDERS' DEFICIT (Details 1)	12 Months Ended
STOCKHOLDERS' DEFICIT (Details 1)	Dec. 31, 2023 USD ($) $ / shares shares
Equity [Abstract]
Number of Options, Beginning \| shares
Weighted-Average Exercise Price, Beginning
Weighted-Average Grant Date Fair Value, Beginning
Aggregate Intrinsic Value, Beginning \| $
Number of Options, Issued \| shares	611,214
Weighted-Average Exercise Price	$ 1.00
Weighted-Average Remaining Contractual Term	10 years
Weighted-Average Grant Date Fair Value	$ 0.004
Aggregate Intrinsic Value \| $	$ 2,750
Number of Options, Ending \| shares	611,214
Weighted-Average Exercise Price, Ending	$ 1.00
Weighted-Average Remaining Contractual Term	9 years 9 months
Weighted-Average Grant Date Fair Value, Ending	$ 0.004
Aggregate Intrinsic Value, Ending \| $	$ 2,750

STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($)	Aug. 25, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 13, 2023
Class of Stock [Line Items]
Compensation		$ 1,690,791
Common stock, shares authorized		2,500,000,000	2,500,000,000
Common stock, shares outstanding		349,488,710	14,828,595
Financing incentives		$ 52,602
Dividends		$ 76,849
Option issued		611,214
Option to purchase		611,214
Share price		$ 0.0045
Annualized volatility		352.00%
Discount rate		5.18%
Common Stock [Member]
Class of Stock [Line Items]
Recapitalization adjustment, shares issued pre-merger, share		334,660,115
Reach Out [Member]
Class of Stock [Line Items]
Compensation		$ 2,620,673
Non Employees [Member]
Class of Stock [Line Items]
Compensation		$ 291,186
Investor [Member]
Class of Stock [Line Items]
Warrants issued		142,277
Mr. Richard Jordan [Member]
Class of Stock [Line Items]
Shares to be sold		475,000
Shares to be sold, value		$ 140,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock shares designated		10,000,000
Shares returned	0.0001
Preferred stock, shares authorized				8,750,000
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Number of shares exchanged		8,750,000
Compensation		$ 291,186
Series D Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized		1,250,000
Stated value		$ 1.00
Shares description		Security Purchase Agreement to issue Trillium Partners 1,000,000 shares of Series D Preferred Stock for a financing commitment and 250,000 shares to Everett Dickson as consideration for surrendering 4,525,000, shares of Series A Preferred Stock.
Acquisition costs		$ 475,693
Accrued dividend		$ 5,616

INCOME TAX (Details) - USD ($)	12 Months Ended
INCOME TAX (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
U.S. Federal (tax benefit) provision at statutory rate	$ (4,601,911)	$ (289,339)
State (tax benefit) income taxes, net of federal benefit	(1,805,326)	(109,084)
Permanent differences	5,432,293	215
Temporary differences
Changes in valuation allowance	974,944	398,208
Total

INCOME TAX (Details 1) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred Tax Assets
Net operating losses	$ 1,524,200	$ 549,300
Total deferred tax assets	1,524,200	549,300
Valuation allowance	(1,524,200)	(549,300)
Net deferred tax assets
Deferred Tax Liabilities
Total deferred tax liabilities
Net deferred tax

INCOME TAX (Details Narrative)	12 Months Ended
INCOME TAX (Details Narrative)	Dec. 31, 2023 USD ($)
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Net operating loss carryforwards	$ 11,393,500
Federal statutory rates	21.00%
Minimum [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
State tax statutory rates	2.00%
Maximum [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
State tax statutory rates	11.50%

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Jan. 31, 2024	Dec. 31, 2023	Oct. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Operating lease at inception	$ 767,068		$ 767,068
Less accumulated reduction	(248,101)		(64,642)
Balance ROU asset	$ 518,968	$ 518,968	$ 702,426	$ 109,456

COMMITMENTS AND CONTINGENCIES (Details 1) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Operating lease liabilities at inception	$ 767,068
Total lease liabilities	519,223	$ 702,427
Less: current portion	(171,315)	(46,756)
Lease liabilities, non-current	347,605	62,701
Right Of Use Asset [Member]
Operating lease liabilities at inception	767,068	767,068
Reduction of lease liabilities	(248,147)	(64,641)
Total lease liabilities	518,920	702,427
Less: current portion	(171,316)	(171,618)
Lease liabilities, non-current	$ 347,605	$ 530,809

COMMITMENTS AND CONTINGENCIES (Details 2) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Total minimum operating lease payments	$ 707,347	$ 907,445
Less discount to fair value	(188,124)	(205,018)
Total lease liability	$ 519,223	$ 702,427

COMMITMENTS AND CONTINGENCIES (Details 3)	Dec. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024	$ 221,119
2025	166,502
2026	110,289
2027	116,928
2028	92,509
Total minimum non-cancelable operating lease payments	$ 707,347

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended				12 Months Ended
	Sep. 29, 2023	Oct. 29, 2021	Oct. 31, 2020	Oct. 30, 2020	Dec. 31, 2023	Mar. 02, 2025	Oct. 15, 2024	Jan. 31, 2024	Oct. 31, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Principal amount					$ 1,368,056	$ 192,932	$ 1,175,124
Lease liability					519,223					$ 702,427
Right of Use Asset					518,968			$ 518,968	$ 702,426	$ 109,456
Lease liability					767,068
Right of Use Asset					$ 767,068
Discount rate					12.90%
Consultant fees					$ 10,000
Balance owed					$ 500,000
Desmond Partners LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity percenatge					5.00%
Red Gear LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Monthly rent	$ 5,018		$ 1,350	$ 3,224
Escalation percentage	3.00%	3.00%	2.00%
Lease liability	$ 232,940	$ 125,364	$ 61,590
Right of Use Asset	232,940	$ 125,364	$ 61,590
Rent expense					$ 57,697
Red Gears LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Monthly rent	$ 3,600
Escalation percentage	5.00%
Lease liability	$ 173,076
Right of Use Asset	173,076				406,015
Reach Outs Subsidiary IND [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Monthly rent	4,847
Lease liability	174,076
Right of Use Asset	$ 174,076
Fora Financial [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Principal and interest outstanding					1,247,294
Principal amount					1,250,000
Origination fees					$ 37,500

SUBSEQUENT EVENTS (Details Narrative) - USD ($)															1 Months Ended	12 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Sep. 01, 2024	Aug. 01, 2024	Jul. 01, 2024	Jun. 01, 2024	May 01, 2024	Apr. 08, 2024	Apr. 03, 2024	Apr. 01, 2024	Mar. 01, 2024	Feb. 01, 2024	Jan. 11, 2024	Jan. 09, 2024	Jan. 01, 2024	Feb. 01, 2023	Jul. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Mar. 02, 2025	Oct. 15, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Principal amount																$ 1,368,056		$ 192,932	$ 1,175,124
Interest rate															9.50%
Interest expense														$ 59,520		$ 752,526	$ 91,746
Common stock par value																$ 0.0001	$ 0.0001
Derivative expense																$ 1,548,592
Frondeur Partners LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Principal amount	$ 10,000	$ 10,000	$ 10,000	$ 10,000	$ 10,000			$ 10,000	$ 10,000	$ 10,000			$ 15,000
Interest rate	12.00%	12.00%	12.00%	12.00%	12.00%			12.00%	12.00%	12.00%			12.00%
Maturity date	May 31, 2025	Apr. 30, 2025	Mar. 31, 2025	Feb. 28, 2025	Jan. 31, 2025			Dec. 31, 2024	Nov. 30, 2024	Oct. 31, 2024			Sep. 30, 2024
Interest expense	$ 10,000	$ 10,000	$ 10,000	$ 10,000	$ 10,000			$ 10,000	$ 10,000	$ 10,000			$ 15,000
Trillium Partners LP [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Principal amount					$ 60,000		$ 135,000				$ 539,000
Interest rate					12.00%		12.00%				12.00%
Maturity date					Jun. 15, 2025		Jun. 15, 2025				May 31, 2025
Common stock par value							$ 0.0003				$ 0.0003
Purchase price amount											$ 500,000
Purchase price shares											39,000
Derivative expense											$ 16,608,715
Loss on derivative expense											16,108,715
Debt discount											$ 500,000
Number of common stock purchased							18,939,394
Singer [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase price amount						$ 121,413
Purchase price shares						750,000
Mid Penn Bank [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Line of credit outstanding principal amount												$ 589,092
Accrued interest												$ 113,000
Fora Financial [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Principal and interest outstanding																1,247,294
Principal amount																1,250,000
Origination fees																$ 37,500

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