SEC Comment Letter 0000000000-23-009005 to Yuenglings Ice Cream Corp (YCRM) (CIK 0001624517) (FRQN)
Yuenglings Ice Cream Corp (YCRM) (CIK 0001624517)
Date: Aug. 17, 2023 · CIK: 0001624517 · Accession: 0000000000-23-009005
AI Filing Summary & Sentiment
File numbers found in text: 000-55398
Letter
United States securities and exchange commission logo August 17, 2023 Robert C. Bohorad President and Chief Executive Officer Yuengling's Ice Cream Corporation One Glenlake Parkway #650 Atlanta, GA 30328 Re:Yuengling's Ice Cream Corporation Form 10-K for the Year Ended October 31, 2022 Filed February 14, 2023 File No. 000-55398 Dear Robert C. Bohorad: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Year Ended October 31, 2022 Note 2 - Significant Accounting Policies Inventory, page F-8 1.You disclose that inventories are stated at the lower of cost or market. Please revise the note in future filings to clarify, if true, that you measure inventory at the lower of cost and net realizable value, consistent with the guidance in ASC 330-10-35-1B. In addition, disclose the amount of any inventory write-downs recorded in each reported period. Note 11 - Preferred Stock, page F-14 2.We note that the preferred Series A can be converted at $0.0044 per share as of October 31, 2022 and $0.00195 per share as of January 31, 2023. Please tell us why the conversion rate changed between October 31, 2022 and January 31, 2023 and, as applicable, revise this note in future filings to clearly describe to investors the terms of
FirstName LastNameRobert C. Bohorad Comapany NameYuengling's Ice Cream Corporation August 17, 2023 Page 2 FirstName LastName Robert C. Bohorad Yuengling's Ice Cream Corporation August 17, 2023 Page 2 conversion of the Series A preferred stock and highlight the terms that result in changes in the conversion rate between period-ends. 3.In supporting your conclusion that mezzanine classification of the “to-be-issued” Series A preferred stock at October 31, 2022 is appropriate, you indicate that “cash has been repaid.” Please describe to us the circumstances that resulted in cash proceeds from the Series A preferred stock being repaid. Also, describe to us the circumstances that resulted in the net payments from the sale of preferred stock shown on your statement of cash flows for the year ended October 31, 2022. Revise the note in future filings, as appropriate. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Jeffrey Gordon at 202-551-3866 or Martin James at 202-551-3671 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
August 17, 2023
Robert C. Bohorad
President and Chief Executive Officer
Yuengling's Ice Cream Corporation
One Glenlake Parkway #650
Atlanta, GA 30328
Re:Yuengling's Ice Cream Corporation
Form 10-K for the Year Ended October 31, 2022
Filed February 14, 2023
File No. 000-55398
Dear Robert C. Bohorad:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended October 31, 2022
Note 2 - Significant Accounting Policies
Inventory, page F-8
1.You disclose that inventories are stated at the lower of cost or market. Please revise the
note in future filings to clarify, if true, that you measure inventory at the lower of cost and
net realizable value, consistent with the guidance in ASC 330-10-35-1B. In
addition, disclose the amount of any inventory write-downs recorded in each reported
period.
Note 11 - Preferred Stock, page F-14
2.We note that the preferred Series A can be converted at $0.0044 per share as of October
31, 2022 and $0.00195 per share as of January 31, 2023. Please tell us why the
conversion rate changed between October 31, 2022 and January 31, 2023 and, as
applicable, revise this note in future filings to clearly describe to investors the terms of
FirstName LastNameRobert C. Bohorad
Comapany NameYuengling's Ice Cream Corporation
August 17, 2023 Page 2
FirstName LastName
Robert C. Bohorad
Yuengling's Ice Cream Corporation
August 17, 2023
Page 2
conversion of the Series A preferred stock and highlight the terms that result in changes in
the conversion rate between period-ends.
3.In supporting your conclusion that mezzanine classification of the “to-be-issued” Series A
preferred stock at October 31, 2022 is appropriate, you indicate that “cash has been
repaid.” Please describe to us the circumstances that resulted in cash proceeds from the
Series A preferred stock being repaid. Also, describe to us the circumstances that resulted
in the net payments from the sale of preferred stock shown on your statement of cash
flows for the year ended October 31, 2022. Revise the note in future filings, as
appropriate.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Jeffrey Gordon at 202-551-3866 or Martin James at 202-551-3671 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing