Yuengling's Ice Cream Corp (YCRM)

[SF971]

How long is your investment horizon?

[trader59]

And, if I were you guys, I'd be figuring out how those preferred shares will become 87.5% plus 10% plus 2.5% of the total issued and outstanding shares of common stock... The company has been vague about the mechanics of the conversion, but it does make sense that the owners of Reachout who invested in its startup and growth would want to keep their company. They haven't said "reverse split," but it is the direct path to wiping out the legacy shares of YCRM's prior failed business.

[trader59]

If I were you, I wouldn't be using that company as an example of anything positive for an uplist. The shareholders who held through the RS, offering, and uplist lost a lot of money, and the stock has tanked completely, down 99%.

[trader59]

Reachout published their full year FY23 revenue and included it in that 8K.

It was $4.2M

[SF971]

Or $11,002,568 Revenue (TTM) for
12 months?

[SF971]

Do you acknowledge that ReachOut had $2,750,642 Revenue from 9/29-12/31/23 or 3 months?

[KnicksStockChamp]

Yes, that's the full 12 month.

YCRM for the first 9 months, then ReachOut the last 3. You think they're purposefully not showing $13m in revenue in their first major filing?

[SF971]

“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.”

[KnicksStockChamp]

No, it's " Pro-forma combined statements of operations

Twelve Month Period "

Fiscal Year Ended December 31, 2023

Straight from "EX-99.3 5 yuenglingsice_ex99-3.htm"

[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.

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.

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

[KnicksStockChamp]

Maybe I read a different filing this week from YCRM. They didn't show $13.7m revenue. The pro forma showed $7,384,747 as revenue thru end of 2023. It'd be a tough valuation to give 10x for a MSP. Most likely they'd get a 2x-5x on revenue... but that's not factoring in the liabilities RO assumed along with the expenses going out to 7 years.

I'm not a downer on this stock, but there's some things that should be factored in that aren't discussed.

[SF971]

Revenue growth Y-o-Y is absolutely stellar, and for this to be trading at $2.7 M market cap is ridiculously undervalued.

A first ever financials PR with revenue hitting Bloomberg terminals should attract long-term fundamentals investors finding ReachOut for the first time who want to get in on the ground floor.

Get the word out about ReachOut!

[SF971]

$2.5 Market Cap for a $13.7 M+ Revenue (and growing) company.

They may PR the upcoming 10-KT and/or Q1 financials.

Trillium could use that as a catalyst to bid up $YCRM quickly to rerate share price to rightful valuation based on P/S ratio.

[KnicksStockChamp]

NASDAQ uplisting requires a waiting period of 30+ days after a R/S that would require a larger R/S to stay above the $4 min share price.

The alternative is ReachOut does another raise at time of the R/S and uplisting to avoid the waiting period in order to actually uplist at the $4 share price.

Any sale after uplist in that type of volume you outlined would drove the share price down significantly. If they did go this way, i doubt they'd sell and burn themselves.

[SF971]

$VERB / $FUSZ uplisted from OTC to Nasdaq with an identical Equity Purchase Agreement in 2019x

$VERB / $FUSZ had 0 revenues.

More fundamentals-driven market today, and ReachOut has the financials to back an uplisting with institutional sponsorship.

ReachOut is valued at 10x P/S ratio.

At $13.7 M revenue currently, ReachOut’s valuation is $137 M.

$137 MC is ~ .40 SP

[SF971]

Per the S-1 Equity Financing Agreement:

1. Maximum shares Trillium can draw is 9.9% * 349,488,710 = 34,599,382

2. Maximum $ ReachOut can draw is $3,000,000.

Trillium is acquiring up to 34 million shares at a 15% discount.

Trillium can then sell these shares immediately for a 15% gain. However, not enough volume to sell 34 million shares on the open market.

Trillium's best interest is to hold and bid the share price up to .40, then 10:1 RS to meet $4 SP minimum for Nasdaq uplist.

Trillium can then sell their 3.4 million shares @ $4+ and make $10 million+.

[KnicksStockChamp]

If Rick wants to uplist to a bigger board, he'll have to RS to meet the requirements. Hard truths.

[KnicksStockChamp]

YCRM will be part of a new ETF, the Human Fund. It's money for people.

[Birch69696969]

Please 🙏 don’t mention RS on any boards. It makes investors sell their shares . We don’t need your advice on this matter.

Thanks

Birch

[SF971]

https://seekingalpha.com/article/4160388-sudden-infusion-of-nfusz-shares

It has since been announced that nFüsz has put stock to Kodiak. In an 8-K dated 3/9/18, the company stated:

On March 5, 2018, we effected an agreement with Kodiak, pursuant to which we put 2,308,460 shares to Kodiak for net proceeds of $925,000, or approximately $0.40 per share, and we put 739,645 shares to Kodiak for net proceeds of $75,000, or approximately $0.10 per share (referred to collectively as the “March Put”).

This would be the first half of the put agreement, with another $1MM dollars worth of common stock still available.

[SF971]

Another (former) OTC stock completed an S-1 Equity Purchase Agreement with identical terms to $YCRM and eventually listed on Nasdaq within 1.5 years.

nFusz CEO, Rory J. Cutaia, explained, "This deal structure is somewhat unique, especially for an OTC listed company. It's basically on-demand capital.

It allows us to draw funds as and when we determine, in amounts not limited by the then current trading volume of our stock. It assures us access to capital on terms that minimize dilution to our shareholders with whom our interests are aligned.

And it allows us to focus our time on growing this incredibly exciting business," continues Mr. Cutaia.

https://finance.yahoo.com/news/nfusz-inc-fusz-files-form-221803464.html


Sales intelligence firm Nfusz Inc., based in Hollywood, announced Feb. 4 it will change its name to Verb Technology Company Inc. in preparation for a planned listing on the Nasdaq stock exchange.

The company’s existing listing on the OTC Markets Group venture market will change temporarily to “FUSZD,” then remain “FUSZ”. Verb Technology will list as “VERB” on the Nasdaq.

Verb Technology also announced a stock consolidation in the form of a 1-for-15 reverse stock split .

According to Verb, the move is consistent with its previously announced plan to meet the Nasdaq requirements for up-listing company stock, approved by its board of directors Jan. 31.

Verb Technology noted all stockholders will be uniformly affected by this change but will not experience differences in their individual interest in the company’s equity. After the consolidation, Verb Technology will have 12.2 million shares of outstanding common stock.

At close of day on Feb. 4, FUSZ stock was trading at $7.01 with a market cap of $93 million.

https://labusinessjournal.com/technology/nfusz-becomes-verb-technology-plans-nasdaq-listing/#:~:text=4%20it%20will%20change%20its,%E2%80%9CVERB%E2%80%9D%20on%20the%20Nasdaq

[SF971]

$VERB (formerly $FUSZ) filed an S-1 for an Equity Financing Agreement in 2017 with identical terms and uplisted to Nasdaq the within a year and half:

https://finance.yahoo.com/news/nfusz-inc-fusz-files-form-221803464.html

HOLLYWOOD, CA--(Marketwired - Oct 13, 2017) - nFusz, Inc. (OTCQB: FUSZ), ("nFusz" or the "Company") the Hollywood-based digital technology company, announces that it has today filed a new Form S-1 registration statement with the Securities and Exchange Commission ("SEC") to register $2M of its common shares for resale by Kodiak Capital Group, LLC ("Kodiak") pursuant to a certain Equity Purchase Agreement.

nFusz may from time to time, or all at once, in its sole discretion, "put" shares of its common stock to Kodiak for aggregate gross proceeds of up to $2,000,000.

Kodiak shall pay the Company 80% of the volume weighted average price of the Company's common stock as reported by OTC Markets Group, Inc. during the five days immediately preceding the closing date determined by the Company.

Kodiak's obligation to purchase nFusz's common shares under the Purchase Agreement is not contingent on the trading volume of the Company's common stock. Other than the 9.99% "beneficial ownership limitation," there is no limit on the number of shares the Company may require Kodiak to purchase until the aggregate purchase price reaches $2,000,000. The Purchase Agreement also contains a 'no shorting' provision.

[SF971]

"In order to sell shares to TRILLIUM under the Equity Financing Agreement, during the Commitment Period, the Company must deliver to TRILLIUM a written put notice on any trading day (the “Put Date”), setting forth the dollar amount to be invested by TRILLIUM (the “Put Notice”).

For each share of our common stock purchased under the Equity Financing Agreement, TRILLIUM will pay 85% of the lowest closing bid price (“Closing Price”) of any trading day during the ten (10) trading days immediately following the date on which we have deposited an estimated amount of Put Shares to TRILLIUM’s brokerage account in the manner provided by the Equity Financing Agreement (the “Valuation Period”).

We may, at our sole discretion, issue a Put Notice to TRILLIUM and TRILLIUM will then be irrevocably bound to acquire such shares."

https://www.sec.gov/ix?doc=/Archives/edgar/data/1624517/000182912624003013/yuenglings_s1a.htm

[SF971]

The terms of the deal show Trillium is confident in ReachOut as they took some risk.

They are willing to purchase at 85% market on as many shares up to min 10% of OS or or 34 Million at 85% market.

Trillium must feel confident about ReachOut’s ability in the next year.

[Here 2 Learn]

No comment on the stock except I’m long and acquiring more!

Mainly here for the Constanza Quotes!
LOL! Melrose Place…who knew?

[JC Pinny]

Lmao…, cause a lie is still a lie once proven so~ Rather one believed it or not… duhh?

[KnicksStockChamp]

It's time on dd anyway and not that I don't believe or not, it's is there value as a shareholder to invest. Eager to see what Rick does to get RO into profit mode, how he offsets the expenses he assumed with those recent acquisitions, what he does with his preferred shares and how that impacts any shareholders today.

Remember, it's not a lie if YOU believe it.

[JC Pinny]

You’re exerting a lot of lost time & energy… for a non believer (wink wink) :) Rick said he’d always be Transparent and also mentioned he liked the CURRENT share structure, so until PROVEN otherwise~ it’s NOT a lie :)

[KnicksStockChamp]

You obviously looked at what boards I've posted to.

RO seems closer as direct competition to HWNI or CISO than SDCH. MSP services vs pro services and software.

[KnicksStockChamp]

None, there a number of otc cyber firms that have boards here. Been looking for one that seems to have a future. And a board that has reasonable investors. This is a hot space and there's not that many that are public companies. The problem is finding one that going to be profitable and worth investing long term.

[Ron Burgandy79]

I’d be curious to know what his affiliation is with side channel (sdch). Almost wonder if he is part of that company and just here to bash the new competition.

[JC Pinny]

Lmao… such a fear monger, so I’m guessing you no longer have a position here, but hanging around as a savior? I’m here for it all win or lose in hopes the gamble pays off:)… good luck to ya’!

[KnicksStockChamp]

That's even worse. But seriously, no officer of a company will publish far off numbers in an unaudited filing and expect to be long with the SEC.

[JC Pinny]

Magic words are… “Unaudited” :)

[Sleepy$$$]

$3 million. Pocket money for Harrington. Well, we all have been waiting for this. Still undervalued

[chumfm]

The 12 million is an estimate, not actual revenue.You can have 100 million in revenue and 500 million in debt.It doesn't matter,net profit is what matters.Net earnings per share is what matters to shareholders.This and all OTC sub-pennies are net negative.That is why they are here and not on the big boards,they make no money.It's all a house of cards,washing operations.Scam city from the day it started.Good luck and good trading.

[Mojocash]

Watch for the increase in o/s by 600 million. A floor of .005. If they can't get the floor of .005, they will amend it lower. Unless they have a good pump..... EM in 13 days without filing.

[Birch69696969]

Yeah 12 million dollars for a year is nonsense. They have been in business for 10 but it didn’t go public until February 22. It’s always the insiders making money. I kept saying I’ll be a millionaire but I can’t even flipped a cold turd. LOL

[chumfm]

That is why I bailed.This thing like all OTC sub-penny scams makes no money.It's an insiders ATM,period.Each one of these scams have their pumpers,who also are the dumpers.The all have more expenses than revenue and are never cash positive.Good luck and good trading.

[work-n-hard]

Don't think it's going that far, that fast. S-1 is not Effective yet. Watch for the pump.

[daytrader1964]

HOLY CRAP...everyone should read this be sure to go over page 10-11....as of oct 31 2023-they were broke as far as cash and operating budgets go...total accumulated deficits exceed $8 MILLION....TRILLIUM is conducting damage control to recoup its losses by issuing 600 million shares and over 949 million outstanding shares in a defunct co that produces nothing but loses...also start at page 30 and continue reading,it gets more depressing especially once you get into the numbers....in short they are hemorraging money and not bringing in any...well let me rephrase that,money coming in is miniscule compared to whats going out...trillium is really getting the shaft here....

[Skynet11]

Agreed. If you've listened to Rick's podcasts, interviews, statements ,etc., this is going to be a process over a period of a few years in the reverse merger and acquisitions. If you're not willing to wait that long or if you're just looking for a quick OTC flip, you won't find it here. He has even said that all ways to get funding are on the table to see this thing through. Again if you're just looking to bash to try to be the self prophesizing 'I told you so' kinda guy, then leave. This train is going to be a journey. Not a quick process.

[Mcoco]

Patience people. These are legit owners/directors/staff etc... running a legit business unlike so many other OTC. These guys aren't going to risk their reputation. Don't listen to the negative comments. If you can't buy in, then don't. If we lose our money, then we will. I personally am only involved in two OTC's (one of which is YCRM) and won't invest in anymore, most likely. Like so many others, I'm not selling my shares of YCRM for a very long time.
Good luck all and have a good weekend!

[Birch69696969]

This will be in the .0005 by next week. The dilution will start the declining trend.

[work-n-hard]

At least this will put YCRM back into play. Waiting on this expected dilution has been a killer.
With any drop, comes the opportunity for spikes.
(Remember an earlier post: There is only ONE reason for a company to go public.)

[KnicksStockChamp]

And finally the RO consolidated numbers. $1.7 net loss on $4.2m of revenue as of Dec 31, 2023.

https://www.otcmarkets.com/filing/html?id=17506929&guid=HdQ-knnQ9HXCJth#YUENGLINGS_EX10-7_HTM_a_002

It's been fun watching the pump on this board since the announcement. But now we know what you all bought into.

[KnicksStockChamp]

It keeps getting better. ReachOut has to pay out $3.1m over the next 7 years. That was in exchange for an acquisition that's only helped them net $1.1m revenue? Ouch. This is in addition to the motes payable debts accrued. We won't see a profitable company here for quote some time with expenses like this. Who's making these deals?!?!?!

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 $382,500 and the non-current portion due is $2,700,000, as of December 31, 2022.

[KnicksStockChamp]

Coupled with only $1.1m revenue in 2022... https://www.otcmarkets.com/filing/html?id=17506929&guid=HdQ-knnQ9HXCJth#YUENGLINGS_EX10-6_HTM_b_003

There's going to be a heavy pull from that Trillium shelf for shares to acquire anything with numbers like that... adds to more significant dilution to current shareholders.

[KnicksStockChamp]

There's the dilution right there in the S1:

Our directors and executive officers beneficially own a significant number of shares of our common stock. Their interests may conflict with our outside stockholders, who may be unable to influence management and exercise control over our business.

As of the date of this Form S-1, our executive officers directors and the original equity investors in ReachOut Technology together beneficially own approximately 87.5% of our shares of common stock through the ownership of Series C Convertible Preferred Stock and the CEO owns 475,000 shares of Series A preferred stock the voting rights for the Series A shares entitles the shareholder to voting rights equal to the number of common shares outstanding 232,977,455 which will always grant the holder a majority voting capability. As a result, our executive officers and directors may be able to: elect or defeat the election of our directors, amend or prevent amendment to our certificates of incorporation or bylaws, effect or prevent a merger, sale of assets or other corporate transaction, and control the outcome of any other matter submitted to the shareholders for vote. Accordingly, our outside stockholders may be unable to influence management and exercise control over our business.

[tusambolo]

https://www.otcmarkets.com/filing/html?id=17506929&guid=HdQ-knnQ9HXCJth