Frequency Holdings, Inc S-1/A, filed May 3, 2024

Frequency Holdings, Inc (FRQN)

S-1/A 2024-05-03

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Nevada		2000
(State or jurisdiction of Incorporation or organization)		(Primary Standard Industrial Classification Code)		(I.R.S. Employer Identification No.)

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

		PAGE
Summary		1
Description of Business
Risk Factors		11
Forward-Looking Statements		32
Management’s Discussion and Analysis of Financial Condition and Results of Operations		33
Use of Proceeds		35
Plan of Distribution		37
Market for Common Equity and Related Stockholder Matters		39
Available Information		41
Directors, Executive Officers, Promoters and Control Persons		42
Legal Proceedings		46
Security Ownership of Certain Beneficial Owners and Management		48
Certain Relationships and Related Transactions		49
Financial Statements		F-1

Shares of common stock offered by TRILLIUM:		600,000,000 shares of common stock

Common stock to be outstanding after the offering:		Up to 949,488.710 shares of common stock.

Use of proceeds:		We will not receive any proceeds from the sale of the shares of common stock offered by Selling Security Holder. However, we will receive proceeds from sale of our common stock under the Purchase Agreement. See “Use of Proceeds.”

Risk factors:		You should carefully read and consider the information set forth under the caption “Risk Factors” beginning on page 11 and all other information set forth in this prospectus before investing in our common stock.

OTC Markets Symbol:		YCRM

	(1)	The number assumes the Selling Security Holder sells all of its shares being offered pursuant to this prospectus.
	(2)	Does not possess voting power and investment power over shares which may be held by TRILLIUM.

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	50	Former President and Chief Executive Officer

	●	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.

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	$	60,000	$	0	$	0	$	0	$	0	$	0	$	0	$	60,000
President and CEO	2022	$	22,000	$	0	$	0	$	0	$	0	$	0	$	0	$	22,000

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-K 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-K 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.)

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

Consolidated Balance Sheets as of October 31, 2023 and 2022		F-3

Consolidated Statements of Operations for the Years ended October 31, 2023 and 2022		F-4

Consolidated Statement of Changes in Stockholders’ Deficit for the Years ended October 31, 2023 and 2022		F-5

Consolidated Statements of Cash Flows for the Years ended October 31, 2023 and 2022		F-6

Notes to Consolidated Financial Statements		F-7


	October 31, 2023			October 31, 2022
ASSETS
Current Assets:
Cash	$	-		$	4,747
Accounts receivable		20			-
Inventory		-			56,212
Other receivable – related party		-			5,500
Total Current Assets		20			66,459

Other Assets:
Property and equipment, net		-			30,300
Total Assets	$	20		$	96,759

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	217,192		$	214,365
Accrued interest		144,759			49,447
Accrued compensation		15,000			41,000
Notes payable, related parties		17,410			-
Notes payable		184,296			119,121
Loans payable		589,092			595,092
Convertible note payable, net of $0 and $123,813 discount, respectively		-			14,255
Derivative liability		-			247,034
Line of credit		489,439			693,798
Total Current Liabilities		1,657,188			1,974,112

Total Liabilities		1,657,188			1,974,112

Commitments and contingencies		-			-

Temporary Equity:
Preferred stock to be issued		357,022			392,022
Total temporary equity		357,022			392,022

Stockholders’ Deficit:
Preferred stock, Series A; par value $0.0001; 10,000,000 shares authorized, 475,000 and 5,000,000 shares issued and outstanding, respectively		48			500
Common stock: $0.001 par value; 2,500,000,000 shares authorized; 332,488,710 and 14,828,595 shares issued and outstanding, respectively		332,489			14,827
Additional paid in capital		2,109,429			1,747,423
Accumulated deficit		(4,456,156	)		(4,032,125	)
Total Stockholders’ Deficit		(2,014,190	)		(2,269,375	)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$	20		$	96,759


	For the Years Ended October 31,
	2023			2022
Revenue	$	20		$	-
Cost of goods sold		56,211			-
Gross margin		(56,191	)		-

Operating Expenses:
General and administrative expenses		23,200			89,687
Bad debt expense		-			80,000
Officer compensation		7,000			63,000
Professional fees		79,522			107,583
Total operating expenses		109,722			340,270

Loss from operations		(165,913	)		(340,270	)

Other income (expense):
Interest expense		(336,465	)		(108,677	)
Interest income		-			174
Change in fair value of derivative		60,833			73,670
Loss on issuance of convertible notes		(38,477	)		(186,886	)
Loss on impairment of fixed asset		(30,300	)		-
Gain on debt conversion		7,608			-
Gain on extinguishment of debt		78,683			80,637
Total other expense		(258,118	)		(141,082	)

Loss before provision for income tax		(424,031	)		(481,352	)
Provision for income tax		-			-
Net loss	$	(424,031	)	$	(481,352	)

Basic loss per share	$	(0.00	)	$	(0.04	)
Diluted loss per share	$	(0.00	)	$	(0.04	)

Basic weighted average shares		161,178,454			12,827,048
Diluted weighted average shares		161,178,454			12,827,048


	Common Stock					Series A Preferred Stock						Additional Paid in				Accumulated			Total Stockholders’
	Shares		Amount			Shares			Amount			Capital				Deficit			Deficit
Balance October 31, 2022		14,828,595	$	14,827	500		5,000,000		$	500		$	1,747,423		-	$	(4,032,125	)	$	(2,269,375	)

Surrender and cancellation of Series A Preferred Stock		-		-			(4,525,000	)		(452	)		452				-			-

Stock issued for conversion of debt		264,660,115		264,662			-			-			142,194				-			406,856

Stock issued for conversion of temporary equity		50,000,000		50,000			-			-			(15,000	)			-			35,000

Stock to be issued for services		3,000,000		3,000			-			-			30,000				-			33,000

Capital deemed as contributed													204,360							204,360

Net Loss		-		-	-		-			-			-		-		(424,031	)		(424,031	)

Balance, October 31, 2023		332,488,710	$	332,489	-		475,000		$	48		$	2,109,430		-	$	(4,456,156	)	$	(2,014,190	)


	Common Stock				Preferred Stock				Additional Paid in		Common Stock To Be			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Issued			Deficit			Deficit
Balance, October 31, 2021		10,235,262	$	10,235		5,000,000	$	500	$	1,392,994	$	165,000		$	(3,550,773	)	$	(1,982,044	)

Stock issued for cash		3,293,333		3,292		-		-		349,229		(165,000	)		-			187,521

Stock issued for conversion of preferred		1,300,000		1,300		-		-		5,200		-			-			6,500

Net Loss		-		-		-		-		-		-			(481,352	)		(481,352	)

Balance, October 31, 2022		14,828,595	$	14,827		5,000,000	$	500	$	1,747,423	$	-		$	(4,032,125	)	$	(2,269,375	)


	For the Years Ended
	October 31,
	2023			2022
Cash flows from operating activities:
Net loss	$	(424,031	)	$	(481,352	)
Adjustments to reconcile net loss to net cash used in operating activities:
Default penalty		17,100			-
Debt discount amortization		188,619			27,978
Gain on extinguishment of debt		(78,683	)		(80,637	)
Gain on debt conversion		(7,608	)
Loss on fixed asset impairment		30,300			-
Loss on inventory impairment		56,190			-
Loss on issuance of convertible debt		38,496			186,886
Change in fair value of derivative		(60,833	)		(73,670	)
Bad debt expense		-			80,000
Changes in assets and liabilities:
Accounts receivable		(20	)		-
Inventory		21			(5,500	)
Accounts payable		2,867			18,543
Accrued compensation		44,616			41,000
Accrued liabilities		72,134			18,514
Net cash used in operating activities		(120,832	)		(268,238	)

Cash flows from investing activities:
Issuance of note receivable		-			(80,000	)
Net cash used in investing activities		-			(80,000	)

Cash flows from financing activities:
Net (payments) proceeds from the sale of preferred stock		-			(39,328	)
Sale of common stock		-			187,520
Payment on LOC		-			(106,201	)
Proceeds from notes payable		85,175			-
Proceeds from convertible notes payable		55,000			113,500
Repayment of convertible debt		(35,500	)		-
Payments on notes payable		(6,000	)		(153,411	)
Proceeds – related party loans		17,410			-
Payments – related party loans		-			-
Net cash provided by financing activities		116,085			2,080

Net change in cash		(4,747	)		(346,158	)
Cash, beginning of year		4,747			350,905
Cash, end of year	$	-		$	4,747

Cash paid during the period for:
Interest	$	-		$	62,823
Income taxes	$	-		$	-

Supplemental Disclosure of Non-Cash Activity:
Conversion of principal and interest into common stock	$	330,830		$	-
Issuance of common stock for conversion of temporary equity	$	35,000		$	-
Deemed capital contribution to extinguish debt	$	204,360		$	-

Schedule of anti-dilutive shares
	October 31, 2023		October 31, 2022
Series A Preferred Stock Payable		1,020,062,029		89,095,509
Third party convertible debt		-		17,607,000
Total		1,020,062,029		106,702,909

Schedule of liabilities measured at fair value
Description	Level 1		Level 2		Level 3		Total Gains
Derivative	$	-	$	-	$	247,034	$	73,670
Total	$	-	$	-	$	247,034	$	73,670

Schedule of property and equipment
	October 31, 2023		October 31, 2022
Property and equipment	$	-	$	30,300
Less: accumulated depreciation		-		-
Property and equipment, net	$	-	$	30,300

Schedule of notes payable
	October 31, 2023		October 31, 2022
Note principal	$	184,296	$	119,121

Schedule of convertible notes and related activity
Note Holder	Date	Maturity Date	Interest	Balance October 31, 2022			Additions		Conversions/ Repayments			Balance October 31, 2023
Quick Capital, LLC	10/21/2022	3/21/2023	12%	$	93,818		$	-	$	(93,818	)	$	-
1800 Diagonal Lending LLC	9/7/2022	9/7/2023	12%		44,250			-		(44,250	)		-
1800 Diagonal Lending LLC	12/8/2022	12/8/2023	12%		-			56,350		(56,350	)		-
Quick Capital, LLC	2/3/2023	2/3/2024	12%		-			25,556		(25,556	)		-
Total				$	138,068		$	81,906	$	(219,974	)	$	-
Less Debt Discount					(123,813	)				-			-
				$	14,255				$	-		$	-

Schedule of derivative liability
Balance at October 31, 2021		-
Increase to derivative due to new issuances		320,704
Decrease to derivative due to repayments		-
Derivative loss due to mark to market adjustment		(73,670	)
Balance at October 31, 2022	$	247,034
Increase to derivative due to new issuances		93,496
Decrease to derivative due to conversions		(230,871	)
Decrease to derivative due to repayments		(35,095	)
Derivative gain due to mark to market adjustment		(74,564	)
Balance at October 31, 2023	$	-

Schedule of derivative liabilities at fair value
Inputs	October 31, 2023			Initial Valuation
Stock price		$0.0012			$0.01 - 0.038
Conversion price		$0.0006 - 0.0007			$0.0025 - 0.0069
Volatility (annual)		230.13% - 240.8	%		222.7% - 326.6%
Risk-free rate		5.3	%		3.6% - 4.8%
Dividend rate		-			-
Years to maturity		0 - 0.85			0.41 - 1

Schedule of provision for income tax
	Year Ended October 31, 2023			Year Ended October 31, 2022
U.S. Federal (tax benefit) provision at statutory rate	$	(16,295	)	$	(101,100	)
State (tax benefit) income taxes, net of federal benefit		(4,462	)		(24,100	)
Permanent differences		(66,028	)		(11,900	)
Temporary differences		-			(10,700	)
Changes in valuation allowance		86,785			147,800
Total	$	-		$	-

Schedule of deferred tax amount net
	October 31, 2023			October 31, 2022
Deferred Tax Assets
Net operating losses		337,900			244,100
Total deferred tax assets		337,900			10,700
Valuation allowance		(337,900	)		(233,400	)
Net deferred tax assets		-			-

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

Exhibit Number		Description
3.1⁽¹⁾		Articles of Incorporation
3.2⁽²⁾		By-Laws
5.1		Legal Opinion of Matheau J. W. Stout, Esq., with consent to use
10.1		Equity Financing Agreement with Trillium Partners, LP dated January 8, 2024
10.2		Registration Rights Agreement with Trillium Partners, LP dated January 8, 2024
10.3		Share Exchange Agreement with Reachout Technology dated November 7, 2023
10.4		Control Block Transfer Agreement dated November 7, 2023
10.5		Assignment of Assets and Cancellation of Debt dated January 9, 2024
10.6		Audited financial statements of ReachOut as of and for the years ended December 31, 2022 and 2021 and Independent Auditors Report thereon
10.7		Unaudited financial statements of ReachOut as of December 31, 2022 and 2023
10.8		Unaudited pro forma combined financial statements and explanatory note for Yuenglings’s Ice Cream Corporation and ReachOut as of October 2023 and December 31, 2023.
23.1		Consent of Fruci & Associates II, PLLC
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
107⁽⁴⁾		Filing Fee Table

(1)	Included as Exhibit 2.1 to Form 1-A filed on May 29, 2019, and incorporated herein by reference.
(2)	Included as Exhibit 2.2 to Form 1-A filed on May 29, 2019, and incorporated herein by reference.

	Yuengling’s Ice Cream Corporation

	By:	/s/ Richard Jordan
		Richard Jordan
		Chief Executive Officer

SIGNATURE	CAPACITY IN WHICH SIGNED	DATE

/s/ Richard Jordan	President, Chief Executive Officer	May 2, 2024
Richard Jordan	and Director

/s/ Richard Jordan	Principal Accounting Officer,	May 2, 2024
Richard Jordan	Principal Financial Officer and Director

201 International Circle	Tel (410) 429-7076
Suite 230
Hunt Valley, Maryland 21030

	If to the Company: One Glenlake Parkway #650, Atlanta, GA 30328

	If to the Investor: 90 Grove Street, Suite 108, Ridgefield, CT 06877

	TRILLIUM PARTNERS, LP

	By:	/s/
	Name:	Stephen Hicks
	Title:	Manager

	(a)	If to Company:

		Yuenglings Ice Cream Corporation One Glenlake Parkway #650 Atlanta, GA 30328 Attention: Everett M. Dickson Email: everettmdickson@gmail.com

	(b)	If to ReachOut or Shareholders:

		ReachOut Technology Corp. 8910 W. 192^nd Street Suite N Moneka, IL 60448 Attention: Richard Jordan, CEO Email: rick@rickjordan.tv

	Company:

	YUENGLINGS ICE CREAM CORPORATION

	By:	/s/
	Name:	Everett M. Dickson
	Title:	Chairman

	REACHOUT TECHNOLOGY CORP.

	By:	/s/
	Name:	Richard Jordan
	Title:	Chief Executive Officer

By:	/s/
	Authorized Signatory
	Name:	Everett M. Dickson
	Title:	Chairman