Yuengling's Ice Cream Corp (YCRM)

[Birch69696969]

The OTC is cracking down on corruption and companies that aren’t current filings. At least now they give a grace period notice. They won’t wait very long before installing the GM symbol. I know about May 15th but it could be May 20th.

[Skynet11]

He did say ticker name change is a part of this whole process. No ETA though but the audits, etc. have to happen first.

[U-turn33]

Some at .0086 and beyond. Tight Hands holding here. It touched .01 2 days ago on low volume.

[Bud-Wiser]

GM - would someone put some-shares-up-for-sale-there’s-nothing-to-buy

[Mojocash]

I wonder if Rick filed for name change yet? No reason not to get the ball rolling. Not going to get my hopes up. I bet the Q filing is late as well..... It would be great to see a filing on time...... 🙄

[SF971]

5 things that make this different from any other Hicks deal:

(i) Notes > 1 year to maturity

(ii) Notes with no early conversion before maturity

(iii) No other lenders

(iv) S-1 Equity Financing Agreement filed

(v) No paid promo

[Birch69696969]

We’re in a grace period, delinquent and a shell risk. What more do you want. .08 is good enough to start with.

[Mcoco]

Keep cranking out those dates, @mrrickjordan!! The more you acquire the faster we grow!!

[SF971]

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[SF971]

Amidst all this fretting about potential dilution, they have been quietly bidding up the share price day by day with no promo or pumping on Twitter, YouTube, iHub, newsletters or websites!

[SF971]

ReachOut just closed an acquisition of a $1.7 M revenue MSP for $121k cash and 750k Preferred shares at $1 with a 1 year lock-up.

Mr. Rick Jordan is flying across the country hosting MSP Sellers Dinners to court more MSPs to acquire.

Why would any MSP owner sell their multi-million dollar mature business if Trillium dilutes now?

Would Mr. Rick Jordan need to assure prospective MSP owners there will not be dilution within the 1 year lock-up period before Nasdaq listing upon selling their business to ReachOut?

If an MSP owner is selling a mature business, they need assurance that noteholders aren't going to dilute and tank the SP. Those Preferred shares in a year+ need to be more valuable than taking an all-cash deal today.

[Koopa Troopa]

It looks to me like Rick is a perfect OTC CEO. Doesn't give a Sh*t about shareholders and will do whatever it takes to make himself and his insiders successful. When I asked him about all the shares for Trillium at 0.0003 I gave him plenty of chances to address it, and the most I ever got out of him is it's part of "the cost of doing business"... I still own a few shares, but not nearly as excited about this as I was when it was first announced...

[Bud-Wiser]

Why be so concerned with the numbers from 2022 ? I thought we were all here based on what happened last year (2023) and going forward-forward is where the fruit looks ripe IMO

[Bud-Wiser]

Only the moderator that put it up as a sticky can remove it. I am a moderator, but I’m not able to remove it. Let me find out who it is.

[mc73]

Thank you for posting!

[trader59]

They had another exhibit 99.2 that shows the full year numbers for Reachout

[trader59]

Undervalued is a tough call for a company losing money with a bunch of preferred stock awarded that can convert into a very large number of common shares. I'd really like to see that math, as it is very weird how they described it in the share exchange. Maybe they'll show the numbers in the 10Q.

[SF971]

Revenue for ReachOut was from Sep 29 to Dec 31, 2023 is $2,750,642 for 3 months.

Just multiplying that by 4 is a yearly ~$11M Revenue for ReachOut.

[Mojocash]

Compared to most pinkies, it's damn good for starters. Makes the stock currently undervalued at today's price. Middle of May barring no late filing...you'll get another quarter......

[trader59]

@SF971 led me to the paragraph, and I believe I am incorrect as well (thanks for leading me to it). However, that is a very odd way of presenting a pro-forma financial statement. Every other one that I've looked at, the company sync'd up the FY ends for the various entities and presented the data for 2 full years. Having one company with 3 months with a header that says it's for the FY, and another company with 12, is just dumb.

OK, so Reachout itself had $4.2M of revenue and lost $1.2M from operations, $1.7M total.

That's really not better.

[Mojocash]

.... from the acquisition date. I believe you are incorrect.

[SF971]

Read the last paragraph above key line items.

“The RedGear LLC’s pro forma statement of operations is based on its full year or operations, whereas the consolidated financial statements of ReachOut will only include the results from the date of acquisition, September 29 to December 31, 2023.”

[trader59]

Nope. It says right above the $2.7M in revenue "Fiscal Year Ended December 31, 2023."

[SF971]

Their annual revenue (TTM) is actually $2.7 x 4 + $4.6 = $15.4 M for FY 2023.

[SF971]

The unaudited pro forma combined condensed statements of operations are based on YCRM financial statements as filed with the SEC for the year ended October 31, 2023 and the unaudited financial statements of ReachOut and its subsidiary (IND) is based on the financial statements used in developing the December 31, 2023 consolidated financial statements.

The RedGear LLC’s pro forma statement of operations is based on its full year or operations,

whereas the consolidated financial statements of ReachOut will only include the results from the date of acquisition, September 29, to December 31, 2023.

RedGear LLC earned $190,254 for the year ended December 31, 2023, whereas it earned approximately $95,000 during the period September 29, to December 31, 2023.

[SF971]

Read the last paragraph above key line items. ReachOut only included results from the date of acquisition 9/29-12/31.

The way I read the proforma is the $2,750,642 Revenue for ReachOut was from 9/29-12/31/23 or 3 months.

Just multiplying that by 4 is a yearly ~$11M Revenue for ReachOut.

[SF971]

Still undervalued at $3 M Market Cap vs. $7.4 M Revenue.

[trader59]

It's a public company. He didn't go public just to be public, he went public to be able to sell stock and raise money. I'm looking forward to the 10K that will show just how many shares of stock those preferreds will convert into, because it really looks like the legacy stock of YCRM isn't going to own a whole lot of his company.

[Birch69696969]

Yeah but there isn’t 12 million revenue for ReachOut Technology. All the hype is gone. When the 10k comes out next month we might see a bump in price. This is a startup company. It was February 2022 and no 8 digits revenue yet. With our new acquisition add 1.7 million dollars. Rick needs to have more acquisitions. As many as he can afford.

[trader59]

I'm reading from the pro-forma sheets showing all 3 companies and the aggregate. Reachout, itself, did $2.7M of revenue for year ending Dec 2023. The other company, Redgear, did $4.6M. Reachout lost $975k, Redgar made $190k.

[Skynet11]

Agreed. That's why I've quietly held (and increased) my position.

[FEARANDGREED]

... That said, I'll play the swings here (anywhere for that matter) simply for the snake oil pump that will have to happen (via the main players/inside brass) to get what they want (ie the shares they need to sell) to keep this concert ball afloat. But no more from me ..Pro ..or Con.




$Good luck to all$ - FEAR out.

[Mojocash]

Revenues of 4.2 mill for 2023 and 1.2 mill for 2022. Still haven't been thru the 8k yet.

[FEARANDGREED]

I do multiple things to earn money..... I enjoy making money... But I dont lie out of my ass to do it. In fact, I would rather just stone cold rob you (or anyone for that matter) because at least I could look you/them in the face while i did it.

Huge credit to Mr. Rick Jordan for allowing retail investors to get in on the ground floor of a growing, profitable company.

From FRUCI & ASSOCIATES, P.S. per todays filing (section F7)
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001624517/000182912624002914/yuenglingsice_8ka.htm

The Company has not generated profits since inception, has sustained net losses of $1,341,800, for the year ended December 31, 2022, and has incurred negative cash flows from operations for the period. As of December 31, 2022, the working capital deficit, stockholders’ deficit, and accumulated deficit was $1,122,290, $34,273 and $1,726,560, respectively.

....And that is just the tip of the iceberg.

This may change, but the above is nowhere near the same zip-code of what was expected, proposed or promoted.

[U-turn33]

...And here they come. Tried telling all of them last week and got called a pumper. Now they can chase!

[trader59]

So, Reachout is losing money, $975k for year ending Dec 31, 2023 on revenues of $2.7M. Kinda different from the hype posted up around these parts. Balance sheet shows they're upside down on assets to liabilities, too. Redgear, who they just acquired at the end of the year, did make $45k on revenues of $4.6M.

Trillium got Preferred D stock convertible into 10% of the common stock, fully diluted. Dickson got preferred D stock convertible into 2.5% of the common stock, fully diluted. And the shareholders of Reachout get Preferred C stock convertible into 87.5% of the common stock, fully diluted.

Here's the wording of the 8K for the share exchange, and I'm not sure exactly how they intend to do this math to determine how much stock constitutes 87.5% of the common stock of YCRM. It makes sense that the shareholders of Reachout aren't going to share their company with the bagholders of YCRM's failed scams.

Share Exchange Agreement with ReachOut Technology Corp.

On November 7, 2023, Yuengling’s Ice Cream Corporation (the “Company” or “YCRM”) entered into an Share Exchange Agreement (the “Share Exchange Agreement”) with ReachOut Technology Corp., Delaware corporation, (“ReachOut”), pursuant to which the shareholders of ReachOut (the “Shareholders”) agreed to sell 100% of the issued and outstanding shares of ReachOut to the Company in exchange for the issuance of such number of shares of newly created Series C Preferred Stock, par value $0.0001 per share of Company (the “Series C Preferred Stock”) which, collectively, shall be convertible into that number of shares of common stock of the Company which shall equal Eighty-Seven Point Five Percent (87.5%) of the total issued and outstanding shares of common stock of the Company as determined at the consummation of the Acquisition (on a fully diluted basis for a period of twenty-four (24) months) as set forth in the certificate of designation to be filed at Closing for Series C Preferred Stock.

At the Closing, Trillium Partners, LP (or its affiliates ) shall receive 1,000,000 shares of newly created Series D Preferred Stock, which, collectively, shall be convertible into that number of shares of common stock of the Company which shall equal ten percent (10%) of the total issued and outstanding shares of common stock of the Company as determined at the consummation of the Acquisition (on a fully diluted basis for a period of 24 months) and carry rachet and anti-dilution rights, as set forth on the certificate of designation to be filed at Closing for Series D Preferred Stock.

At the Closing, Everett Dickson (or his designee) shall receive 250,000 shares of the Series D Preferred Stock, which, collectively, shall be convertible into that number of shares of common stock of the Company which shall equal two and one-half percent (2.5%) of the total issued and outstanding shares of common stock of the Company as determined at the consummation of the Acquisition (on a fully diluted basis for a period of 24 months) and carry rachet and anti-dilution rights, as set forth on the certificate of designation to be filed at Closing for Series D Preferred Stock.

[SF971]

Huge credit to Mr. Rick Jordan for allowing retail investors to get in on the ground floor of a growing, profitable company.

He could have easily taken VC/PE money and cashed out.

Opportunities like this do not come often to those who are not already rich, accredited and connected.

[Mcoco]

I hope the common shareholders don't get left in the dust. I believe in these guys, only reason I'm still hear.

[SF971]

This is the only Trillium deal with:

(i) Notes > 1 year to maturity from issuance

(ii) Notes with no early conversion before maturity

(iii) No other lenders

Assumption is noteholders cannot legally convert until maturity unless early conversion provisions are stated in the filings.

Given that Hicks agreed to these terms for the first time among a dozen deals, he must realize that he has a goldmine here with Mr. Rick Jordan, Kevin Harrington and ReachOut Technology!

[SF971]

Maturity date for both Trillium notes (first issued Nov 2023 and second Jan 2024) is May 31, 2025.

Perhaps Mr. Rick Jordan negotiated a handshake agreement with Hicks to hold off from dilution until at least maturity on May 31, 2025, by which point they may be ready to uplist on Nasdaq.

The additional liquidity from Nasdaq can provide an “exit” for Trillium with millions without impacting the share price too much IMO.

[Birch69696969]

Yes

[SF971]

8-K/A for reverse merger filed 04/30.

10-KT for FY 2023 to be filed, likely by 05/15.

10-Q for FY 2024 Q1 to be filed, likely by 05/31.

[FEARANDGREED]

Mods... please remove my post stickied above. (....as it was based on information publicly presented by a penny-stock CEO).

NASDAQ here we come ...lol. Seriously...WTF?
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001624517/000182912624002914/yuenglingsice_8ka.htm

[FEARANDGREED]

Oh my.... ummmmm.

[Mojocash]

Amended 8k is out! https://www.sec.gov/ix?doc=/Archives/edgar/data/0001624517/000182912624002914/yuenglingsice_8ka.htm

[JC Pinny]

:) until I see it~ I don’t believe it lol… let’s go gang!!

[Mojocash]

Amended 8k should hit tomorrow. Then removal of Delinquent SEC reporting and shell risk should also go away soon as well.....

[FEARANDGREED]

lol...

[Ron Burgandy79]

Interesting post from Rick over on Stocktwits. Tomorrow could be a good day.

[JC Pinny]

Fauci… accumulating sitting on the bid lol :) dragging this out Lmao