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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 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 Fiscal Year Ended December 31, 2024

 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 fiscal quarter. $ 646,169

 There were 403,855,610
shares of common stock outstanding as of March 31, 2025.

 PAGE

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits

 SIGNATURES

 i

 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.

 ii

 ITEM 1. DESCRIPTION OF BUSINESS

 Overview

 Yuengling's Ice Cream Corporation (OTC: YCRM), currently undergoing
a name and symbol change pending FINRA approval, is transitioning into a diversified technology holding company. This transformation draws
inspiration from the models of Berkshire Hathaway and Alphabet, aiming to build a portfolio of synergistic, high-growth technology subsidiaries.

 Our flagship operating company, ReachOut, is at the forefront of this
strategy. Founded in 2010 by cybersecurity expert Rick Jordan, ReachOut has evolved from a regional IT services provider into a national
leader in cybersecurity solutions for small to medium-sized businesses (SMBs). The company offers comprehensive services, including 24/7
threat monitoring, compliance support, and AI-driven automation, all delivered through a subscription-based model that ensures predictable,
recurring revenue.

 Strategic Evolution

 Post-acquisition, ReachOut has shifted its growth strategy from acquiring
larger entities to targeting smaller, high-potential firms. This approach allows for faster integration and scalability, leveraging ReachOut's
robust platform to enhance service offerings and operational efficiency. The company's focus on AI and automation has streamlined operations,
reduced costs, and improved service delivery, positioning ReachOut as a disruptive force in the cybersecurity industry.

 In line with our holding company model, we are expanding our portfolio
beyond traditional IT services. Our upcoming venture, TRUSTLESS, exemplifies this direction. TRUSTLESS is a blockchain-based identity
management platform designed to address the growing need for secure, decentralized identity solutions. By investing in such innovative
technologies, we aim to diversify our revenue streams and capitalize on emerging market opportunities.

 Market Positioning

 Our strategy is to emulate the customer-centric approach of companies
like T-Mobile, offering accessible, high-quality cybersecurity services to underserved SMBs across the nation. By combining this approach
with the structural advantages of a holding company, we aim to create a scalable, resilient business model capable of delivering substantial
value to shareholders.

 With a strong leadership team, a clear strategic vision, and a commitment
to innovation, we are well-positioned to execute our growth plans and achieve a successful uplisting to NASDAQ.

 Competitive Landscape

 The cybersecurity and IT services industry serving small to medium-sized
businesses (SMBs) remains highly fragmented, with thousands of regional providers competing for localized market share. Traditional Managed
Service Providers (MSPs) often lack specialization in advanced cybersecurity, operate without brand distinction, and struggle to scale
beyond their geographic footprint. Meanwhile, enterprise-focused firms overlook the SMB sector entirely, creating a significant gap in
the market. ReachOut is positioning to fill that gap by building a nationally recognized brand offering enterprise-grade cybersecurity
tailored for SMBs. The Company competes based on service depth, speed of response, AI-powered scalability, and a media-driven awareness
strategy uncommon in the sector.

 Core Differentiators

 ReachOut's platform is built on recurring revenue, subscription-based
services, and proprietary operational processes designed for scale. The Company leverages AI to improve ticket resolution time and reduce
labor reliance, unlocking better margins and faster acquisition integration. Its leadership team—anchored by CEO Rick Jordan and
supported by board member Kevin Harrington—brings a unique blend of cybersecurity, operational, M&A, and public market expertise.
In addition, ReachOut's transformation into a holding company enables investment in high-upside, synergistic ventures like TRUSTLESS,
a blockchain-based identity platform expected to contribute long-term balance sheet growth via the equity method. The Company's
acquisition strategy targets high-ROI, under-optimized SMB providers in underserved U.S. markets identified through search-intent data.

 Risks & Challenges

 As with any acquisition-driven
growth strategy, ReachOut faces risks related to integration, cultural alignment, and operational scalability. The Company has mitigated
this by shifting focus from larger, complex acquisitions to smaller, more agile targets with faster onboarding potential. The technology
landscape evolves rapidly, particularly in AI and cybersecurity, requiring continuous innovation and investment to maintain service relevance.
Market volatility, macroeconomic fluctuations, and capital availability may also impact the pace of acquisitions and expansion. Additionally,
the Company's high-growth profile and media-forward leadership may attract increased public scrutiny, which it manages through
proactive governance and transparency.

 The Broken MSP Model vs. ReachOut's Scalable Platform Approach

 The traditional Managed Service Provider (MSP) model is outdated, fragmented,
and fundamentally ill-equipped to scale. Most regional IT providers suffer from long response times, underqualified support teams, and
surface-level cybersecurity offerings—leaving SMBs exposed to increasing cyber threats without strategic guidance or enterprise-grade
protection.

 Common Weaknesses in Traditional IT Providers:

 Delayed Response & Resolution: Ticket triaging
systems are slow and arbitrary, often delaying help for critical issues.

 Inefficient Frontline Support: Non-technical dispatchers
create bottlenecks before a qualified technician is even looped in.

 Limited Cyber Talent: Most small IT providers lack
advanced cybersecurity capabilities or compliance readiness support.

 Basic Security Tools: Antivirus and firewalls are
not enough—many providers leave clients vulnerable to ransomware, phishing, and regulatory fines.

 ReachOut's Differentiated, Scalable Approach:

 Sub-Minute Response Times: Client calls are answered
live by trained technicians within 60 seconds—most issues are resolved in under 15 minutes.

 AI-Augmented Service Delivery: Intelligent copilots
are deployed to automate L1 support, reduce labor costs, and scale support across acquisitions without bloating headcount.

 Proactive Strategic Engagement: Clients receive dedicated
vCIOs and vCISOs, quarterly business reviews, and continuous cybersecurity posture analysis—supporting growth, compliance, and
risk mitigation.

 Advanced Security Infrastructure: ReachOut delivers
24/7 SOC-backed protection, anti-phishing training, ransomware mitigation, custom audits, and compliance solutions for HIPAA, CMMC, NIST
800-171, and more.

 ReachOut isn't just improving
MSP operations—it's replacing them. By reimagining IT and cybersecurity as a national, AI-powered, subscription-based platform
with media-fueled brand recognition, ReachOut is positioned to lead this $700B+ market into its next evolution—while creating massive
long-term value for shareholders.

 ReachOut Technology's Future Growth Strategy

 1. Holding Company Expansion
with a Berkshire Model & Alphabet Playbook

 ReachOut's parent company is executing a strategic shift into a modern holding
company structure—modeled after Berkshire Hathaway's capital efficiency and Alphabet's innovation strategy. This structure
allows for the acquisition and development of independently operated, high-growth subsidiaries across cybersecurity, AI, and blockchain—positioning
ReachOut not just as an IT company, but as a scalable technology platform holding company with NASDAQ ambitions.

 2. Building the T-Mobile
of Cybersecurity & IT

 We are establishing the first nationally recognized brand in cybersecurity and IT for SMBs—combining
aggressive market presence, media dominance, and a bold personality with enterprise-grade service. Just as T-Mobile disrupted telecom
by turning a commodity into a brand experience, ReachOut is creating visibility, trust, and loyalty in an industry dominated by forgettable
local providers.

 3. High-Velocity, High-Margin
Rollups

 Our acquisition strategy has shifted from large, slow-to-integrate MSPs to nimble, $500k–$2M topline firms in underserved
markets. We will integrate them rapidly using AI, operational playbooks, and centralized support infrastructure, growing each acquired
location 2–5X within 24 months. With 4–10 acquisitions annually planned and targeting markets with high-demand and low competition,
ReachOut is building a national footprint without sacrificing efficiency or margin.

 4. Launching & Scaling
Disruptive Platforms (e.g., TRUSTLESS)

 TRUSTLESS, our blockchain-based identity and data security platform, is the first of several
vertically independent, equity-holding ventures ReachOut will launch. These subsidiaries operate with their own branding, management,
and financial roadmap, while allowing ReachOut to book long-term value via the equity method—creating asymmetric upside that outpaces
traditional service firm multiples.

 5. AI-First Operations
for Scalable Margin

 Through the integration of AI copilots and intelligent automation, ReachOut reduces headcount pressure while increasing
client satisfaction, response time, and issue resolution. This enables aggressive acquisition without bloated overhead—scaling
revenue without scaling cost, improving margins across the portfolio.

 6. Organic Growth Through
Media, Search, and Strategy

 Rick Jordan's personal brand, bolstered by a podcast downloaded in 70+ countries and a reach of
over 1.6M followers, fuels inbound demand and elevates ReachOut's media presence. Our go-to-market strategy is powered by intent-driven
search data, geo-targeted content, and a direct-response engine that creates outsized lead volume and customer conversion in every acquired
market.

 7.Compliance-Driven
Market Penetration

 ReachOut continues to build industry-specific offerings for high-demand, regulation-heavy sectors like education,
defense, and healthcare—where compliance frameworks like CMMC, HIPAA, and NIST SP 800-171 create both a barrier to entry and a
premium service need. This aligns with our security-first, recurring revenue foundation.

 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 twenty 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 1C. CYBERSECURITY

 We recognize that cybersecurity threats represent a significant risk
to our business operations, reputation, and financial performance. To manage these risks, we maintain a comprehensive cybersecurity risk
management program designed to identify, assess, mitigate, and respond to potential cybersecurity incidents.

 Our cybersecurity program is integrated into our overall risk management
framework and is aligned with industry standards and best practices. It includes regular risk assessments, vulnerability scans, penetration
testing, and employee training programs. We use a layered approach to cybersecurity, leveraging firewalls, encryption, multi-factor authentication,
and endpoint protection technologies to safeguard our systems and data.

 We have established an incident response plan that outlines the procedures
for detecting, responding to, and recovering from cybersecurity events. This plan is tested periodically through tabletop exercises and
simulations to ensure readiness. In the event of a material cybersecurity incident, we are prepared to notify stakeholders and comply
with all applicable regulatory requirements.

 Oversight of cybersecurity risk is provided by our Board of Directors,
which receives regular updates from management regarding cybersecurity matters. Management responsibility for cybersecurity is assigned
to our Vice President of Services, who reports to senior leadership and the Board on a regular basis.

 We have not experienced
any material cybersecurity incidents to date. However, given the evolving nature of cybersecurity threats, we continue to invest in our
cybersecurity capabilities and monitor the landscape to enhance our resilience against potential threats.

 ITEM 2. PROPERTIES

 The Company currently leases property at the following
location:

 8910 West 192 nd St North, Mokena, Illinois
60448

 Our business mailing address is 8910 West 192 nd St 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 RedGear, LLC ("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 amended complaint, below, was 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.

 Under the terms of the RedGear LLC membership
interest purchase agreement, there is a clause for set-off. The Buyer shall have the right to recover, and to set-off and apply against,
all amounts otherwise due and owing to Sellers, or any of them, all sums in respect of which they may be liable to Buyer, including, but
not limited to, as a result of a breach of any representation or warranty of Sellers. As a result of a breach of any of the covenants,
or pursuant to the indemnification provisions, such right of set-off shall be in addition to, and not in lieu of, or an election against,
any and all other remedies available to Buyer at law or in equity. Management is in discussion with counsel to determine whether the set-off
right can be applied prior to judicial determination. As of the filing date of this report no probable outcome has been determined in
the above case.

 Based on the aforementioned set-off clause and
the continuing dispute with the former members of RedGear, management has obtained assurances from legal counsel that, the Company may
refute certain liabilities recognized as acquisition related. As such, the Company has refuted certain liabilities owed to the former
owners of the membership interest in RedGear which have been discussed above relating to the acquisition or RedGear, Related Party transactions
and below related to certain lease liabilities.

 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.

 On December 10, 2024, IND Holding, Inc. filed a lawsuit
in the United States District Court for the District of Delaware against ReachOut Technology NE Holdings, LLC and ReachOut Technology
Corp., alleging breach of contract related to a prior acquisition. The Company promptly filed a Motion to Dismiss on the grounds that
the claims were brought in an improper venue and are contractually barred. In opposition, Plaintiff made a conditional request to amend—only
if the motion were granted against them—then declined the Company's offer to amend voluntarily before a ruling. The Company's
reply brief notified the Court of this refusal, and the matter is currently awaiting a decision. Management believes the case is procedurally
and substantively flawed, expects dismissal, and does not view this matter as having any material impact on its financial position, results
of operations, or strategic plans

 ITEM 4. MINE SAFETY DISCLOSURES

 None.

 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 2024 and 2023, as reported, is set forth below.

 Quarterly common stock Price Ranges

 Fiscal Year 2024, Quarter Ended:

 High

 Low

 March 31, 2024

 $

 0.0067

 $

 0.0062

 June 30, 2024

 $

 0.0054

 $

 0.0052

 September 30, 2024

 $

 0.0023

 $

 0.0023

 December 31, 2024

 $

 0.0021

 $

 0.0009

 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

 (a) Holders

 At April 15, 2025 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.

 (c) Securities authorized for issuance under equity compensation plans

 None

 Recent Issuances of Unregistered Securities

 On October 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 June 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

 On November 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 July 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

 On December 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 August 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

 On January 1, 2025, YCRM issued a convertible
note payable to Frondeur Partners LLC. The convertible note has principal of $10,000, bears interest at 12%, matures on September 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 February 1, 2025, 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, 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

 On March 1, 2025, 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, 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

 On April 1, 2025, 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, 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

 Under the terms of the Singer Asset Purchase Agreement
outlined above, the Company is obligated to designate a new series of preferred stock having a conversion feature of one share of the
to be designated preferred stock for one share of restricted common stock. The obligation is recorded as stock to be issued at fair market
value of the common stock on the grant date

 On December 27, 2024 the board of directors approved
the Debt Cancellation and Exchange Agreement in satisfaction of liabilities owed to the CEO and a private company he controlled for an
aggregate amount of $2,440,950, and authorized the creation of a new series of preferred stock to be issued to First Portfolio Management
LLC. The proposed Certificate of Designation authorizes the new shares of which 1,561,068 are to be issued to First Portfolio Management
LLC. The shares have a par value of $0.0001 and a stated value of $1.00. The stock has a 2% annual dividend on the aggregate stated value
of $2,440,950, each share is convertible into 385 common shares of stock. The dividend is payable quarterly in either cash or shares of
the same series of preferred. The new preferred stock will rank senior to all other preferred stock in liquidation

 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, 2024, compared to the Year Ended December 31, 2023

 Revenue

 We had $4,811,040 in revenue for the year
ended December 31, 2024, compared to $3,775,142 for the year ended December 31, 2023. The increase in revenue is due to
the acquisition of RedGear in October, 2023 and the asset acquisition of Singer Networks in April, 2024.

 Cost
of Goods Sold

 We incurred $1,835,859 in costs of goods
sold for the year ended December 31, 2024, compared to $2,564,093 for the year ended December 31, 2023. This decrease is
due to improved efficiency, reduced costs, and more automated software-based solutions.

 Intangibles
impairment

 We incurred $3,464,930 in Intangibles impairment
for the year ended December 31, 2024, compared to $4,136,746 for the year ended December 31, 2023.

 General
and administrative expenses

 We had $1,170,891 of general and administrative
expenses ("G&A") for the year ended December 31, 2024, compared to $1,097,111 for the year ended December 31,
2023, an increase of $73,780 or 6.72%.

 We had $3,421,052 in compensation for the year
ended December 31, 2024 compared to $1,547,935 in compensation for the year ended December 31, 2023. Stock compensation expense
was $0 and $1,690,791, for the years ended December 31, 2024 and 2023, respectively.

 Professional
expenses

 We incurred $576,986 of professional fees for
the year ended December 31, 2024, compared to $421,883 for the year ended December 31, 2023, an increase of $155,103 or 36.76%.
Professional fees generally consist of audit, legal, accounting and investor relation service fees.

 Other
income (expense)

 For the year ended December 31, 2024, we
had total other expense of $10,053,812, compared to total other expenses of $15,095,860 for the year ended December 31, 2023. In
the current period we incurred $1,753,453 of interest expense. We also incurred a loss of $9,177,239 for initial derivative expense and
change in the fair value of derivatives.

 In the prior period we incurred $752,526 of interest
expense and $14,343,334 for initial derivative expense and change in the fair value of derivatives.

 Net
Profit (loss)

 We incurred a net profit of $4,395,134 for the
year ended December 31, 2024, compared to a net loss of $22,906,015 for the year ended December 31, 2023. Our net profit/loss
was primarily due to a large fair market value change and gain on debt extinguishment.

 Liquidity and Capital Resources

 Cash
flow from operations

 Cash used in operating activities for the year
ended December 31, 2024 was $927,998 compared to $762,097 of cash used in operating activities for the year ended December 31,
2023.

 Cash
Flows from Investing

 We used $121,413 for investing activities for
the year ended December 31, 2024, compared to netting $1,181,514 for investing activities for the year ended December 31, 2023.

 Cash
Flows from Financing

 For the year ended December 31, 2024, we
netted $964,030 from financing activities. We received $287,705 from proceeds from a loan and $662,500 from the issuance of convertible
notes. We repaid $190,763 on lines of credit and to other financial institutions and $113,177 on payment of seller notes. We received
$580,526 on proceeds from related party loans.

 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.

 Critical Accounting Policies

 Critical accounting policies and estimates are the
specific accounting principles and assumptions that companies use to prepare their financial statements, and they often require significant
judgment and estimation. These policies typically involve areas that are highly complex or subjective, such as revenue recognition, valuation
of inventory, impairment of goodwill and long-lived assets, allowance for doubtful accounts, deferred tax assets, stock-based compensation,
convertible notes and derivative financial instruments, business combinations, related party transactions, and fair value measurements.
Because these estimates can have a material impact on a company's financial condition and results of operations, they are closely monitored
and disclosed to ensure transparency for investors and other stakeholders. Please refer to NOTE 3 of our financial statements contained
elsewhere in this Form 10-K for more details of our critical accounting policies and estimates.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not applicable to smaller reporting companies.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Index to Financial Statements

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

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the Years ended December 31, 2024 and 2023

 Consolidated Statement of Changes in Stockholders' Deficit for the Years ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the Years ended December 31, 2024 and 2023

 Notes to Consolidated Financial Statements

 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 subsidiaries ("the Company") as of December 31, 2024 and 2023,
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, 2024, 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, 2024 and 2023 and the results
of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, 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 generated profits since inception, has sustained operating 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
audits. 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 audits 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 audits, 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 audits 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 audits 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 audits provide a reasonable basis for our opinion.

 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. We determined that there were no critical audit matters.

 Fruci & Associates II, PLLC – PCAOB ID #05525

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

 Spokane, Washington

 April
15, 2025

 F- 2

 CONSOLIDATED BALANCE SHEETS

2024

2023

 ASSETS

 Current Assets:

 Cash

 $

 275,292

 $

 360,673

 Accounts receivable

 164,549

 239,825

 Prepaid expenses

 60,487

 275,780

 Total Current Assets

 500,328

 876,278

 Other Assets:

 Deposits

 -

 8,618

 Furniture and fixed assets, net

 7,500

 445,697

 Goodwill

 -

 3,343,929

 Customer list acquired

 -

 -

 Right of use asset

 31,730

 518,968

 Total non-current assets

 39,230

 4,317,212

 Total Assets

 $

 539,558

 $

 5,193,490

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current Liabilities:

 Accounts payable and accrued expenses

 $

 2,998,445

 $

 1,764,696

 Deferred Revenues

 -

 68,618

 Due to officers

 -

 309,725

 Due to Affiliate

 -

 1,570,253

 Due to financial institutions

 917,405

 1,649,134

 Seller notes and loans payable, related parties current

 465,618

 1,175,124

 SBA loan payable

 -

 1,012,392

 Vehicle and equipment loans

 -

 336,610

 Term note payable, related parties

 1,175,000

 1,175,000

 Other loans and notes payable

 240,160

 202,206

 Officer life insurance liability, current portion

 900,000

 450,000

 Convertible notes payable, third parties, net of put premiums

 954,907

 30,000

 Derivative liability

 5,786,478

 14,637,055

 Lease liability, current portion

 33,242

 171,315

 Equipment lease, current

 -

 26,092

 Total Current Liabilities

 13,471,255

 24,578,220

 Non-Current Liabilities:

 Seller notes payable, non-current portion related
 parties

 -

 192,932

 Convertible notes payable, third parties, net
 of discounts

 -

 40,650

 Officer life insurance premium, non-current portion

 1,800,000

 2,250,000

 Dividend payable, preferred stock Series C & D

 625,344

 76,849

 Equipment lease, non-current

 -

 25,090

 Lease liability, non-current portion

 -

 347,605

 Total Non-Current Liabilities

 2,425,344

 2,933,126

 Total Liabilities

 $

 15,896,599

 $

 27,511,346

 Commitments and contingencies

 -

 -

 Temporary Equity - Preferred Series A stock to be issued

 357,022

 357,022

 Stockholders' Deficit:

 Common stock to be issued

 65,000

 68,000

 Preferred stock to be issued

 2,448,038

 -

 Preferred stock, Series A; par value $ 0.0001;
 shares authorized, 475,000
shares issued and outstanding at December 31, 2024 and December 31, 2023

 Preferred stock, Series C and D, par value $ 0.0001,
shares authorized, 10,000,000
 shares issued and outstanding at December 31, 2024 and December 31, 2023

 1,000

 1,000

 Common stock: $ 0.001
 par value; 2,500,000,000
 shares authorized; 384,088,943
 and 349,488,710
 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively

 384,089

 349,489

 Additional paid in capital

 2,247,549

 1,616,009

 Accumulated deficit

 ( 20,859,786

)

 ( 24,709,424

)

 Total Stockholders' Deficit

 ( 15,714,062

)

 ( 22,674,878

)

 TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT

 $

 539,558

 $

 5,193,490

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

 F- 3

 CONSOLIDATED STATEMENTS OF OPERATIONS

 For the
 Years Ended

 2024

 2023

 Revenue

 $

 4,811,040

 $

 3,775,142

 Cost of goods sold

 1,835,859

 2,564,093

 Gross profit

 2,975,181

 1,211,049

 Operating Expenses:

 Intangibles impairment

 3,464,930

 4,136,746

 Loss on disposition

 -

 126,738

 General and administrative expenses

 1,170,891

 1,097,111

 Stock compensation

 -

 1,690,791

 3,421,052

 1,547,935

 Professional fees

 576,986

 421,883

 Total operating expenses

 8,633,859

 9,021,204

 Loss from operations

 ( 5,658,678

)

 ( 7,810,155

)

 Other income (expense):

 Other gains

 286,185

 -

 Loss on disposal

 ( 156,759

)

 -

 Interest expense

 ( 1,753,453

)

 ( 752,526

)

 Derivative: expense, gains and losses

 ( 20,773,468

)

 ( 1,548,592

)

 Derivative: losses upon conversion

 ( 179,921

)

 -

 Change in fair market value

 29,950,707

 ( 12,794,742

)

 Gain on debt extinguishment

 2,680,521

 -

 Total other income (expense)

 10,053,812

 ( 15,095,860

)

 Income (Loss) before provision for income tax

 ( 22,906,015

)

 Provision for income tax

 -

 -

 Net Income (loss)

 $

 $

 ( 22,906,015

)

 Basic Income (loss) per share

 $

 0.01

 $

 ( 0.07

)

 Diluted Income (loss) per share

 $

 0.01

 $

 ( 0.07

)

 Basic weighted average shares

 375,462,584

 332,488,710

 Diluted weighted average shares

 375,462,584

 332,488,710

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

 F- 4

 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

 FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 Series A

 Series C & D

 To Be Issued Common

 Additional

 Stock

 Paid in

 Accumulated

 Capital

 Deficit

 Total

 Balance at December 31, 2023

 475,000

 $

 $
 1,000

 349,488,710

 $
 349,489

 $
 68,000

 $
 1,616,009

 $
 ( 24,709,424
)

 $
 ( 22,674,878
)

 Value of preferred shares to be issued

 2,448,038

 2,448,038

 Cancellation of shares to be issued to former officer

 ( 3,000
)

 3,000

 -

 Conversion of convertible note interest to common stock

 34,600,233

 34,600

 155,702

 190,302

 Warrants issued to investors

 -

 -

 -

 -

 -

 -

 -

 475,838

 -

 475,838

 Preferred stock dividends Series C & D

 -

 -

 -

 -

 -

 -

 -

 -

 ( 548,496
)

 ( 548,496
)

 Net Income (loss) for year ended December 31, 2024

 -

 -

 -

 -

 -

 -

 -

 -

 Balance at December 31, 2024

 475,000

 $

 $
 1,000

 384,088,943

 $
 384,089

 $
 2,513,038

 $
 2,247,549

 $
 ( 20,859,786
)

 $
 ( 15,714,062
)

 Series A

 Series C & D

 To Be Issued Common

 Additional

 Stock

 Paid in

 Accumulated

 Capital

 Deficit

 Total

 Balance at December 31, 2022

 475,000

 $

 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 December 31, 2023

 475,000

 $

 $

 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- 5

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 For the
 Years Ended

 2024

 2023

 Cash flows from operating activities:

 Net Income (loss)

 $

 $

 ( 22,906,005

)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Shares issued for compensation and services

 -

 1,822,769

 Debt discounts charged to interest expense

 1,164,169

 84,025

 Depreciation

 155,640

 65,361

 Vesting of Restricted Stock Units

 -

 -

 Gain on extinguishment

 ( 2,680,521

)

 -

 Bad debt expense

 160,045

 -

 Put premiums charged to interest expense, stock settled debt

 -

 15,000

 Fee notes issued

 125,000

 -

 Intangibles impairment

 3,464,930

 4,136,746

 Derivative expense

 20,773,468

 1,548,592

 Gain (Loss) on conversion of liability to common stock

 179,921

 -

 Changes in fair market values

 ( 29,950,707

)

 12,794,742

 Other gains and losses, net

 ( 129,426

)

 -

 Related party advances funding operations

 -

 -

 Changes in assets and liabilities:

 Accounts receivable

 ( 84,769

)

 ( 115,141

)

 Prepaid expense

 215,293

 3,458

 Inventory

 -

 273,602

 Right of use asset net of liability

 1,560

 A/P & Accrued liabilities

 1,250,715

 1,504,855

 Customer deposits

 ( 50,706

)

 37,174

 Finance Lease

 ( 15,244

)

 ( 27,529

)

 Other current liabilities

 97,500

 Net cash used in operating activities

 ( 927,998

)

 ( 762,097

)

 Cash flows from investing activities:

 Cash acquired in acquisition

 -

 83,794

 Cash paid in acquisition

 -

 ( 1,249,548

)

 Fixed assets purchased

 -

 ( 15,760

)

 Cash paid for Singer asset purchase

 ( 121,413

)

 -

 Net cash used in investing activities

 ( 121,413

)

 ( 1,181,514

)

 Cash flows from financing activities:

 Loan proceeds

 287,705

 1,225,000

 Repayments Fox loan

 ( 190,763

)

 ( 399,750

)

 Repayment of Fora

 ( 316,577

)

 -

 Repayments seller notes

 ( 113,177

)

 -

 Note issued

 125,000

 -

 Repayment of notes

 ( 88,374

)

 ( 289,398

)

 Other loan repayments

 -

 -

 Vehicle loan

 53,896

 ( 382,500

)

 Repayment of vehicle loans

 ( 36,706

)

 15,000

 Convertible notes issued for service

 -

 -

 Proceeds from affiliate advances

 580,526

 -

 Repayments of affiliate advances

 -

 1,128,354

 Proceeds from issuance of convertible notes

 662,500

 436,000

 Repayments – Related party advances

 -

 -

 Net cash provided by financing activities

 964,030

 1,732,706

 Net change in cash

 ( 85,381

)

 ( 210,905

)

 Cash, beginning of year

 360,673

 571,578

 Cash, end of year

 $

 275,292

 $

 360,673

 Cash paid during the period for:

 Interest

 $

 62,682

 $

 -

 Income taxes

 $

 -

 $

 -

 Supplemental Disclosure of Non-Cash Activity:

 Shares to be issued for acquisition

 $

 -

 $

 2,620,673

 Debt Discounts

 799,000

 -

 Preferred dividends

 548,495

 -

 Conversion of accrued interest and conversion expenses

 24,677

 -

 Convertible preferred shares to be issued

 2,448,038

 -

 Right-of-use asset and lease liability – ASC 842

 $

 -

 $

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

 F- 6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024

 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.

 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.

 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.

 F- 7

 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.

 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. 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 transaction was deemed to be a business combination 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 – RedGear
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 resulted in a purchase price adjustment reducing goodwill to $2,117,502. During the year ended December 31, 2024, the Company determined that the goodwill was fully impaired
and charged to loss to operating expenses.

 F- 8

 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.

 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 until the year ended December 31, 2024 when non-cash changes in fair
market value of derivatives, produced net income of $ 4,395,134,
 and has however incurred negative cash flows from operations for the period. As of December
31, 2024, the working capital deficit, stockholders' deficit, and accumulated deficit was $ 12,970,927,
$ 15,714,062
and $ 20,859,786
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.

 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.

 F- 9

 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.

 Segment Reporting

 The Company uses "the management approach"
in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company's
chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company's
reportable segments. The Company's chief operating decision maker is the chief executive officer of the Company, who reviews operating
results to make decisions about allocating resources and assessing performance for the entire Company. As of December 31, 2024, the Company
has two regional operating entities which comprises one segment. IND provides technological services from New Jersey and Illinois IND
generated 62% of the consolidated sales which includes some former customers from RedGear. Redgear provided technological services in
Texas and Arizona and generated 38% of sales primarily to municipal government authorities.

 Management decisions about allocation of working capital and other
assets are based on sales, inventory and operating costs, with no formal processes in place.

 No single customer generates 10% of annual consolidated
sales, however a private entity owned by the CEO uses the resources of the Company and the related billings (as adjusted) totaled 9%
of consolidated sales.

 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, 2024 and 2023, all of the Company's cash and cash equivalents were held at accredited financial
institutions. As of December 31, 2024, the Company had $ 0 in excess of insured amounts at financial institutions.

 The Company's subsidiary, Innovative Design
Networks, has two clients with outstanding unpaid accounts representing a total of 57 %
 and 43 % of the accounts receivable balance at December 31, 2024.

 Cash Equivalents

 The Company considers all highly liquid
investments with a maturity of a year or less when purchased to be cash equivalents. There were no cash equivalents at December 31,
2024 or December 31, 2023.

 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, 2024. These reclassifications did not have any effect on the results of operations.

 F- 10

 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,
2024, the calculated and recognized allowance for credit losses was $ 96,727.

 Deferred Financing Costs

 Any 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, 2024, there are no unamortized deferred financing fees recognized. Amortization of such costs is reported as interest and financing
costs included in the consolidated statement of operations.

 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, 2024 and December 31, 2023 were
$ 0
and $ 0,
respectively.

 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 9,220,849,985
at December 31, 2024. As of December 31, 2024: 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 Company is obligated to issue a new series of preferred stock will be convertible into 1,050,000 shares of common
stock; the warrants outstanding may convert into 333,696,913
common shares; and there are 4,666,547,189
potentially dilutive shares arising from the conversion value of the convertible notes payable. There are 3,452,434 shares of common stock
to be issued. Options outstanding may be exercised into 611,214 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, 2024, and 2023, potentially dilutive securities consisted of the following:

 F- 11

 Schedule of antidilutive shares

2024

2023

 Series A Preferred Stock Payable

 1,020,062,029

 1,020,062,029

 Series A Preferred Stock outstanding

 699,082,277

 699,082,277

 Series C Preferred Stock outstanding

 2,446,420,970

 2,446,420,970

 Series D Preferred Stock outstanding

 49,926,959

 49,926,959

 New Series of Preferred to be issued

 1,050,000

 -

 Warrants

 333,696,913

 305,757,519

 Third party convertible debt

 4,666,547,189

 1,566,666,667

 Common shares to be issued

 3,452,434

 68,000

 Common stock options

 611,214

 611,214

 Total

 9,220,849,985

 6,088,595,635

 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 non-employee 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 rate 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".

 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 using a binomial model, 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.

 F- 12

 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.

 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, 2024 and December 31, 2023.

 Schedule of liabilities measured at fair value

 At December 31, 2024

 At December 31, 2023

 Description

 Level 1

 Level 2

 Level 3

 Level 1

 Level 2

 Level 3

 Derivative Liability

 -

 -

 $

 5,786,478

 -

 -

 $

 14,637,055

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

 Schedule of fair value measurements roll-forward

 Derivative
Liabilities

 Balance at December 31, 2023

 $

 14,637,055

 Charged to derivative expense upon issuance of related note

 20,773,468

 Charged as loss on debt conversion

 179,921

 Classified as initial debt discount upon issuance of related note

 557,751

 Fair Value adjustments - convertible notes

 ( 29,950,707

)

 Balance at December 31, 2024

 $

 5,786,478

 F- 13

 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, 2024 is as follows:

 Schedule of derivative liabilities

 Inputs

2024

 Stock
 price

 $

 0.0015

 Conversion
 price (note below)

 $

 0.00114
 to 0.0003

 Volatility
 (annual)

 %

 Risk-free
 rate

 5.00

 %

 Dividend
 rate

 -

 $ 179,921 was charged to loss on conversion of
liability due to conversion of accrued interest and related expenses for the issuance of common stock during the year ended December 31,
2024. The charge was credited to additional paid in capital.

 An additional $ 397,053 was charged to derivative expense upon issuance of warrants to an investor, during the year ended December 31, 2024. This charge to derivative expense 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, 2024 and December 31, 2023, no liability for unrecognized tax benefits was required to be reported.

 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.

 F- 14

 For the year ended December 31, 2024 and the year ended December 31, 2023, the Company deferred revenue of $ 0 and $ 68,618, 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 may also have stand ready provisions in service
agreements in which performance obligations is to be on call for support, updates and upgrades.

 The Company manages its operating income on a regional basis at the present time. Revenue recognized for the Northeast region was $ 2,984,287, and $ 1,826,753 for the Southwest region for the year ended December 31, 2024.

 Advertising Costs

 Advertising costs are expensed as incurred and are included in General and Administrative expenses. The Company expensed approximately $ 2,000 for advertising and marketing during the year ended December 31, 2024.

 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.

 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 an
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 periods ended December 31, 2024 and December 31, 2023. During the years ended December 31,
2024 and 2023, the Company recognized lease liabilities of $ 33,242 and $ 518,920, respectfully, and the related right-of-use asset for
the same amounts, and will amortize both over the remaining life of the leases.

 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

2024

2023

 Property and equipment

 $

 7,500

 $

 1,050,369

 Less: accumulated depreciation

 -

 ( 604,672

)

 Property and equipment, net

 $

 7,500

 $

 445,697

 Property and equipment consisted of vehicles, leasehold improvements and computers and other network technology equipment, primarily located
in the RedGear office facilities. For the year ended December 31, 2024, the Depreciation Expense was $ 155,640. In 2023, the Depreciation
Expense was $ 65,361.

 Furniture, fixtures, leasehold improvements and machinery
and equipment totaling $ 1,048,764 along with the related accumulated depreciation of $ 645,215, were derecognized resulting in $ 156,759
of loss on disposition (net of disposition gains). The derecognition was the result of lease terminations for three facilities and vehicle
disposals, during the year ended December 31, 2024. Vehicles acquired in the Singer Networks asset purchase are not being depreciated
and will probably be sold during 2025.

 NOTE 5 – GOODWILL

 The Company acquired the operations, assets and
liabilities of Innovative Network Designs, LLC (IND) during the year ended December 31, 2022. The Company recognized goodwill of
$ 5,363,173. The Company reduced its 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, 2024 an additional $ 1,226,427 was charged to impairment expense leaving a goodwill balance of $ 0 related
to IND. 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. During the year ended December 31, 2024, the Company determined that the expected future earnings
of RedGear, LLC were significantly less than the carrying value of the goodwill and recognized a loss of $ 2,226,427 The Company offered
the Singer customers new agreements under its new business model but most have declined. In turn, the Company determined the future expected
earnings from Singer customers was significantly less than the carrying value of the goodwill and recognized a loss of $ 121,001. Goodwill
assets are compared to its fair value at least annually ("impairment test"). The Company follows ASC 350 20 – Goodwill.

 F- 18

 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 there are 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 subcomponent (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

 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

 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- 19

 Acquisition – RedGear 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 $ 2,038,509. The
purchase price plus net liabilities of $ 78,993 totaling $ 2,117,502 was 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). Upon acquisition management believed that
there was significant value in the customer list and the trade name, but did not do 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.

 During the year ended December 31, 2024, the
Company was notified by the lessors that the leases for two Texas locations were terminated. These Texas leased facilities were
owned by former related parties which were the former members of RedGear LLC. A third Texas facility lease was also terminated by
its third-party lessor. The lease for the office facilities in Pheonix, AZ was also terminated, however the related right of use
asset and related liabilities remain on the books at December 31, 2024. In the cases for the Texas facilities, the fixed assets
(Furniture, Fixtures, Equipment and Leasehold Improvements) were no longer accessible by the Company and therefore the Company
wrote-off the value of the fixed assets and right of use assets, recognizing a loss on disposition of $ 73,552.
The related lease deposits for the Texas properties of $ 8,618
have been recognized as loss on disposal. Additionally, the SBA loans (personal liabilities of former members) and equipment
financing were recognized as gains on debt extinguishment of $ 459,238. (see note 19)

 Due to the current litigation with the former
RedGear LLC members regarding misrepresentation in the Membership Interest Purchase Agreement the promissory note having a current
balance of $ 789,261
and the employment related liability of $ 275,000,
have also been recognized as gains on debt extinguishment totaling $ 1,064,261. No payments for the note or the employment liability were issued during the year ended December 31, 2024. (see note 19 and 20)

 Assets Acquired and Liabilities Assumed

 Schedule of assets acquired and liabilities assumed

 Assets Acquired

 Fair Value

 Cash

 $

 83,794

 Accounts Receivable

 106,931

 Fixed Assets,

 783,566

 Right of Use Asset

 592,970

 Total Assets

 $

 1,567,261

 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

 $

 1,646,254

 Consideration Value

 Cash

 $

 1,249,248

 Promissory Note

 789,261

 Total Purchase Price

 2,038,509

 Less Net
 Liabilities (exclusive of ROU and related lease liabilities)

 78,993

 Impairment charge 2024

 ( 2,117,502

)

 Value of intangible assets

 $

 -

 F- 20

 Asset
Acquisition – Singer Networks, LLC

 On April 8, 2024, ReachOut Technology acquired
the majority of the assets of Singer Networks, LLC in exchange for $ 121,413 in cash, and restricted shares (new series of convertible
preferred stock). The shares to be issued are valued based on the as-converted number of common shares at the then current market value
(solely determined by market price at the time of transaction) or $ 7,088. There were three vehicles acquired with an assessed aggregate
value of $ 7,500, The network technology business was acquired to expand market share in the Midwest region. The transaction was deemed
to be an asset acquisition which is consistent with the asset purchase agreement. The difference between the total consideration paid
and the value of the tangible assets of $ 121,001 was charged to customer list acquired. $ 121,001, was charged to impairment losses on
December 31, 2024.

 Following the closing of the transaction, ReachOut
began servicing the clients through its wholly owned subsidiary Innovative Network Design ("IND"), using former employees
of Singer as well as resources controlled by IND. Former employees of Singer were offered employment with IND under its terms (as per
the agreement). No liabilities of any form were assumed as per the Asset Purchase Agreement and Singer is obligated for any compensation
or employment benefits owed and accruing under its tenure for all employees. The seller entered into a 6-month contractual Transition
Services Agreement without management responsibilities.

 Due to the clarity of the Asset Purchase Agreements language regarding
termination of Singer's management control, employees, rights to client services and IND's control over all staff service
providers, the purchase is treated as an asset purchase and not a business combination.

 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, is $ 589,092. As of July 31, 2023, the interest rate on this loan had increased to 10.25 %
from its original 5.25 %.
The debt was forgiven by the lender during the year ended December 31, 2024, a gain on debt extinguishment was recognized for
carrying value of the accrued interest and principal.

 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, is $ 489,439. As of July 31, 2023, the interest rate on this loan has increased to 9.5 %
from its original 4.25 %. The debt was forgiven by the lender during the year ended December 31, 2024, a gain on debt extinguishment was recognized for carrying
value of the accrued interest and principal.

 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, 2024 is $ 634,307. This term note is currently in default. This term note is excluded from the table below.

 On October 1, 2022 the Company issued a
secured promissory note to the sellers of the membership interest in Innovative Network Designs LLC. The original (as adjusted for
purchase contingencies) note principal was $ 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, 2023 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 remaining principal due is $ 465,618,
as of December 31, 2024. Accrued interest is $ 54,086
as of December 31, 2024. At December 31, 2023 the principal outstanding was $ 578,795 and accrued interest was $ 72,869. This note is currently in default.

 On September 29, 2023, the Company issued a
promissory note to the former members of RedGear, LLC as partial payment for the RedGear acquisition. During the year ended December
31, 2024 the note principal of $ 789,621,
has been reduced to $0
and recognized as gain on debt extinguishment. (see note 19)

 F- 21

 Schedule of promissory notes payable:

 Schedule of secured note payable

 Period Ended:

 Principal

 March 31, 2025

 $

 465,618

 Totals

 $

 465,618

 NOTE 8 – DUE TO OFFICERS

 $ 275,000 of compensation due to senior employees at RedGear has been recognized as gain on debt extinguishment during the year ending December
31, 2024 (see note 19). On December 27, 2024 under the terms of the Debt Cancellation Agreement the balance of $ 137,925 due to the CEO for advances to fund operations was settled for preferred stock to be designated and issued. The amounts due to officers
at December 31, 2024 and 2023, were $ 0 and $ 309,725, respectively.

 NOTE 9 – DUE TO AND FROM AFFILIATIATED COMPANYS

 The balances as of December 31, 2024 and 2023, $ 0
and $ 1,570,253, respectively was due to affiliates. The affiliate is a private corporation controlled by the CEO which has funded operations
for the operations since the corporate creation. On December 27, 2024 under the terms of the Debt Cancellation Agreement the balance of
$ 2,303,025, was exchanged for preferred stock to be designated and issued.

 NOTE 10 – DUE TO FINANCIAL INSTITUTIONS

 The Company has taken loans from financial
institutions in the form of sales of future receivables, had outstanding balance of principal (net of unamortized debt discounts) of
$ 917,405 and $ 1,649,134
as of December 31, 2024 and 2023, respectively.

 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
or $44,871, from October 31, to December 7, 2023.
The total amount paid of $ 583,578
was applied to principal leaving a balance of $ 89,743, at December 31, 2024 and 2023.

 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. At December 31, 2024, the debt discount was fully amortized and the principal balance was $ 753,725.

 On January 30, 2024, the Company arranged another financing (Future Sale of Receivables) with Fox Funding Group LLC for which it received
cash of $ 287,705 net of underwriting fees of $12,295 (treated as OID and amortized over the life of the loan). A total of $ 105,000 of
interest charges were charged by the lender. Weekly payments of principal and interest totaling $ 12,625, beginning February 2, 2024. At
December 10, 2024, the debt discount was fully amortized and the principal balance was $ 65,937.

 Choice Financial Group is owed $ 8,000 under a financial arrangement at December 31, 2024.

 There was 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 which was settled in January 2024. During the year ended December 31, 2024, the debt was forgiven and the principal and accrued interest
amounts were recognized as gain on debt extinguishment.

 F- 22

 NOTE 11 – THIRD PARTY NOTES PAYABLE

 Schedule of third party notes payable

2024

2023

 Note principal (net of debt discount)

 $

 240,160

 $

 202,206

 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. The principal balance is $ 17,910, at December 31, 2024.

 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, 2024, accrued interest amounted to $ 17,484.

 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, 2024, accrued interest amounted to $ 13,814.

 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, 2024, accrued interest amounted to $ 9,428.

 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, 2024, accrued interest amounted to $ 3,325.

 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, 2024, principal and accrued interest amounted are $ 20,000
and $ 14,272, respectively.

 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, 2024, 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, 2024, the balance due on this note for principal and interest is $ 16,500 and $ 6,900, 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 $ 13,000 was advanced to the Company bringing the total principal due to $ 53,675 as of December 31, 2024.

 At December 31, 2024, 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.

 On May 20, 2024 the Company issued a promissory note to 1800 Diagonal Lending LLC for the principal amount of $ 149,500. A Company subsidiary
received $ 125,000 in cash and authorized $ 5,000 to be paid to its attorney for legal services in conjunction with the note. OID of $ 19,500
and the legal expense are treated as debt discounts amortized over the term of the note, maturing March 30, 2025. The note carries 12 %
interest and has mandatory monthly payments of principal and accrued interest of $ 16,744. In the event of default, the note and unpaid
accrued interest are fully convertible into common stock at a 35% discount to market price as defined in the note. The first payment was
made on June 30, 2024. The principal balance and accrued interest were $ 44,899 and $ 0, at December 31, 2024.

 F- 23

 NOTE 12 – CONVERTIBLE NOTES PAYABLE

 Post Reverse Merger Issuances

 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. At December 31, 2024 the principal and accrued interest are $ 470,000 and $ 56,400 respectively.

 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.
The note was determined to include an embedded derivative which has been bifurcated and included in derivative liabilities. At December
31, 2024 the principal and accrued interest are $ 15,000 and $ 1,953, respectively. The note is in default and a waiver and forbearance
for the default has been issued by the note holder.

 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 variable conversion price the note includes a bifurcated derivative valued on
issuance and for each reporting date. At December 31, 2024 the principal and accrued interest are $ 15,000 and $ 1,800, respectively. The note is in default
and a waiver and forbearance for the default has been issued by the note holder.

 On
January 11, 2024, YCRM issued a convertible note payable and 163,333,333 warrants (exercisable at $0.001) to purchase to the Company's
common 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 $0.001 or 50% of the lowest traded price during the thirty days prior to conversion.
$490,000 was received as cash and $49,000 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. At December 31, 2024 the principal and accrued interest are $ 539,000 and $ 26,908, respectively.

 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 variable conversion price
the note includes a bifurcated derivative valued on issuance and for each reporting date. At December 31, 2024 the principal and accrued interest are $ 10,000 and $ 1,098, respectively. The note is in default and a waiver
and forbearance for the default has been issued by the note holder.

 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 variable conversion price the note includes
a bifurcated derivative valued on issuance and for each reporting date. At December
31, 2024 the principal and accrued interest are $ 10,000 and $ 1,003, respectively. The note is in default and a waiver and forbearance
for the default has been issued by the note holder.

 F- 24

 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 variable conversion price the note includes
a bifurcated derivative valued on issuance and for each reporting date. At December 31, 2024 the principal and accrued interest are $ 10,000
and $ 901, respectively. The note is in default and a waiver and forbearance for the default has been issued by the note holder.

 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. At December 31, 2024 the principal and accrued interest are $ 135,000 and $ 12,072, respectively.

 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 variable conversion price the note includes
a bifurcated derivative valued on issuance and for each reporting date. At December 31, 2024 the principal and accrued interest are $ 10,000
and $ 802 respectively. The note is in default and a waiver and forbearance for the default has been issued by the note holder

 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. At December 31, 2024 the principal and accrued interest are $ 60,000 and $ 4,221, respectively.

 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 variable conversion price the note includes
a bifurcated derivative valued on issuance and for each reporting date. At December 31, 2024 the principal and accrued interest are $ 10,000
and $ 700, respectively. The note is in default and a waiver and forbearance for the default has been issued by the note holder.

 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 variable conversion price the note includes
a bifurcated derivative valued on issuance and for each reporting date. At December 31, 2024 the principal and accrued interest are $ 10,000,
and $ 602, respectively. The note is in default and a waiver and forbearance for the default has been issued by the note holder.

 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 variable conversion price the
note includes a bifurcated derivative valued on issuance and for each reporting date. At December 31, 2024 the principal and accrued
interest are $ 10,000 and $ 500, respectively.

 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 variable conversion price the
note includes a bifurcated derivative valued on issuance and for each reporting date. At December 31, 2024 the principal and accrued
interest are $ 10,000, and $ 398, respectively.

 F- 25

 On
October 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 June 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 variable conversion price the
note includes a bifurcated derivative valued on issuance and for each reporting date. At December 31, 2024 the principal and accrued
interest are $ 10,000, and $ 299, respectively.

 On
November 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 July 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 variable conversion price the
note includes a bifurcated derivative valued on issuance and for each reporting date. At December 31, 2024 the principal and accrued
interest are $ 10,000, and $ 197, respectively.

 On
December 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 August 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 variable conversion price the note includes
a bifurcated derivative valued on issuance and for each reporting date. At December 31, 2024 the principal and accrued interest
are $ 10,000, and $ 99, respectively.

 NOTE 13 – SMALL BUSINESS LOANS PAYABLE

 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 %. During the year ended December 31, 2024, payments commenced for monthly interest:
however, on September 30, 2024, the principal was reduced to $0 and recognizedas a gain on debt extinguishment (based on the terms of
the RedGear LLC membership acquisition agreement, see note 19).

 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 $ 900,000 and the non-current portion due is $ 1,800,000, as of December 31, 2024.

 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- 26

 NOTE 15 – RELATED PARTY TRANSACTIONS

 During the year ended December 31, 2024, the Company and a private company controlled by the CEO shared services and customer responsibilities.
The private company provides low level technical assistance to clients of both companies using the infrastructure of the private company.
The Company provides higher levels of technical support for clients of both companies with employees of the Company using the technical
infrastructure of the private company (hardware and software). As such the Company invoiced the private company $ 878,535 recorded as revenue for services provided. The private company billed the Company $ 547,155 for services provided to the Company which were recorded as a component of cost of goods sold. Aggregate gross margin from these revenue and costs transactions are the same levels of gross margin from services provided solely by the Company to its customer base.

 During the years ended December 31, 2022 and 2021, the Company's CEO advanced the Company funds for operating expenses. At December 31, 2024 and December 31, 2023, the outstanding balances owed were settled for preferred stock to be designated and issued and $ 132,225, respectively and presented as Due to Officers. No interest is due on this informal arrangement.

 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. During the year ended December 31, 2024, the Company repaid $ 186,585, net of advances. The Company used the funds to pay various operating expenses. The balance due was $ 1,499,568 at December 27, 2024, was settled for a commitment to issue a to be designated and issues convertible preferred stock.

 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. At December 31, 2024, the
term note, amortizing note and liability for the life insurance are $ 1,175,000, $ 465,618 and $ 2,700,000, respectively.

 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.
Following the contractual terms of the purchase agreement the note principal (right to set-off) was reduced to $789,261 during the
year ended December 31, 2023. The full principal was reclassified as gain on debt extinguishment as of December 31, 2024. (see note
19)

 Compensation due to former officers of RedGear
amounts to $ 275,000 and $ 137,500, respectively at December 31, 2024 and December 31, 2023. During the year ended September $ 275,000
was reclassified to gain on debt extinguishment, based on the terms of the employment agreements and misrepresentations made in the Membership
Interest Purchase Agreement (see note 19).

 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 remaining liability as calculated for the right to use asset (under ASC 842) of $ 385,317, was written
off against the related ROU due to the termination notification received during the year ended December 31, 2024.

 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 an equity incentive of up to $1,400,000, 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.

 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.

 During the year ended December 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 December 31,
2023, Mr. Bohorad forgave $ 53,000 of accrued compensation and the balance of $ 30,000, was paid by June 30, 2024. Mr. Bohorad
was paid $60,000 through December 31, 2024 of which $ 20,000 is recognized as accrued expense.

 F- 27

 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, 2024, 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, 2024, 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.

 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

 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.

 F- 28

 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.

 Series C Preferred Stock

 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.

 Using a Black-Scholes model the preferred Series
C stock was valued at $2,910,984 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 $ 532,055, for the year ended December 31, 2024, for the year ended December 31, 2023, $ 71,233 was accrued for dividends

 Series D Preferred Stock

 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.

 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 was fully amortized at December 31,
2023. The accrued dividend of 2% of the stated value ($1.00 per share) was calculated to be $ 16,440 for the year ended December 31, 2024.
For the year ended December 31, 2023, $ 5,616 was accrued for dividends

 F- 29

 Obligations
to Issue Newly Designated Series of Preferred Stock

 The total obligation to issue newly designated
convertible preferred shares is $ 2,448,038 at December 31, 2024. The obligation is outlined below.

 Under the terms of the Singer Asset Purchase Agreement
outlined above, the Company is obligated to designate a new series of preferred stock having a conversion feature of one share of the
to be designated preferred stock for one share of restricted common stock. The total value of this series of to be designated and issued
preferred stock is $ 7,088

 The obligation is recorded as stock to be issued
at fair market value of the common stock on the grant date.

 On December 27, 2024 the board of directors approved
the Debt Cancellation and Exchange Agreement in satisfaction of liabilities owed to the CEO and a private company he controlled for an
aggregate amount of $2,440,950, and authorized the creation of a new series of preferred stock to be issued to First Portfolio Management
LLC.

 The proposed Certificate of Designation authorizes the new shares of
which 2,440,950 are to be issued to First Portfolio Management LLC. The shares have a par value of $0.0001 and a stated value of $1.00.
The stock has a 2% annual dividend on the aggregate stated value of $2,440,950, each share is convertible into 385 common shares of stock.
The dividend is payable quarterly in either cash or shares of the same series of preferred. The new preferred stock will rank senior to
all other preferred stock in liquidation.

 On December 31, 2024 and December 31, 2023,
the Company had 2,500,000,000 and 2,500,000,000 shares of common stock authorized respectively. There were 384,088,943 and 349,488,710
common shares of stock outstanding on December 31, 2024 and December 31, 2023, respectively.

 On May 15, 2024, a convertible note holder was
issued 34,600,233 shares of common stock in conversion of $ 8,035 of accrued interest and professional fees related to the conversion of
$ 2,345.

 During the year ended December 31, 2024, 191,272,727
warrants for common stock were issued, having a seven-year period during which the warrants can be exercised at $ 0.001
per share were issued to investors. The warrants have been valued at $ 475,838
and were charged to loss on issuance.

 The Company has charged the dividends on Series C and D preferred stock
to accumulated deficit ($ 548,496).

 Warrants Issued

 For the year ended December 31, 2024 and year ended December 31, 2023,
a summary of the Company's warrant activity is as follows:

 Schedule of warrant activity

 Number of

Warrants

Exercise Price

Remaining

Contractual

Term (Years)

Grant-Date

Fair Value

 Aggregate

Intrinsic

Value

 Outstanding and
 exercisable at December 31, 2023

 142,424,186

 $
 0.0003

 6.12

 $
 0.001

 $
 284,848

 Issued
 and exercisable during the year ended December 31, 2024

 191,272,727

 0.0012

 6.33

 0.0018

 206,527

 Outstanding and exercisable at December 31, 2024

 333,696,913

 $
 0.0004

 6.24

 $
 0.0078

 $
 491,376

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

 F- 30

 Stock Options Issued

 For the year ended December 31, 2024 and the year ended December 31, 2023,
a summary of the Company's stock options activity is as follows:

 Schedule of stock option activity

 Number
 of
 Options

 Exercise Price

 Remaining
 Contractual
 Term (Years)

 Grant-Date
 Fair Value

 Aggregate

 Intrinsic
 Value

 Outstanding
 and exercisable at December 31, 2023

 611,214

 $

 1.00

 9.75

 $

 0.004

 $

 2,750

 Issued
during the year ended December 31, 2024

 -

 -

 -

 -

 -

 Outstanding
and exercisable at December 31, 2024

 611,214

 $

 1.00

 9.25

 $

 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 %.

 NOTE 18 – INCOME TAX

 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.

 As of December 31, 2024, the Company has
net operating loss carryforwards of approximately $ 14,228,656
to reduce future taxable income. A valuation allowance for the entire amount of deferred tax assets has been established as of
December 31, 2024 and 2023. 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

 2024

 2023

 U.S. Federal (tax benefit) provision at statutory rate

 $

 1,180,528

 $

 ( 4,601,911

)

 State (tax benefit) income taxes, net of federal benefit

 121,629

 ( 1,805,326

)

 Permanent differences

 ( 1,914,237

)

 5,432,293

 Temporary differences

 81,046

 -

 Changes in valuation allowance

 531,034

 974,944

 Total

 $

 -

 $

 -

 F- 31

 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

 2024

 2023

 Deferred Tax Assets

 Net operating losses

 1,524,200

 1,524,200

 Total deferred tax assets

 2,055,234

 1,524,200

 Valuation allowance

 ( 2,055,234

)

 ( 1,524,200

)

 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 December 31, 2024 and 2023,
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.

 NOTE 19 – COMMITMENTS AND CONTINGENCIES

 Legal Matters

 IND -
Purchase Dispute

 On December 10, 2024, IND Holding, Inc. filed
a lawsuit in the United States District Court for the District of Delaware against ReachOut Technology NE Holdings, LLC and ReachOut
Technology Corp., alleging breach of contract related to a prior acquisition. The Company promptly filed a Motion to Dismiss on the grounds
that the claims were brought in an improper venue and are contractually barred. In opposition, Plaintiff made a conditional request to
amend—only if the motion were granted against them—then declined the Company's offer to amend voluntarily before a
ruling. The Company's reply brief notified the Court of this refusal, and the matter is currently awaiting a decision. Management
believes the case is procedurally and substantively flawed, expects dismissal, and does not view this matter as having any material impact
on its financial position, results of operations, or strategic plans.

 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.

 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.

 F- 32

 Under the terms of the RedGear LLC membership
interest purchase agreement, there is a clause for set-off. The Buyer shall have the right to recover, and to set-off and apply against,
all amounts otherwise due and owing to Sellers, or any of them, all sums in respect of which they may be liable to Buyer, including, but
not limited to, as a result of a breach of any representation or warranty of Sellers. As a result of a breach of any of the covenants,
or pursuant to the indemnification provisions, such right of set-off shall be in addition to, and not in lieu of, or an election against,
any and all other remedies available to Buyer at law or in equity. Management is in discussion with counsel to determine whether the set-off
right can be applied prior to judicial determination. As of the filing date of this report no probable outcome has been determined in
the above case.

 Based on the aforementioned set-off clause and
the continuing dispute with the former members of RedGear, management has obtained assurances from legal counsel that, the Company may
refute certain liabilities recognized as acquisition related. As such, the Company has refuted certain liabilities owed to the former
owners of the membership interest in RedGear which have been discussed above relating to the acquisition or RedGear, Related Party transactions
and below related to certain lease liabilities.

 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
Existing customers are being served through IND and will be offered new service agreements to replace legacy agreements under the RedGear
name.

 Settlements

 Fox Funding
Group LLC – Settlement Agreement

 On December 19, 2024, the Company's subsidiaries
reached an agreement through arbitration with Fox Funding Group LLC ("Fox") to settle its liability having a net carrying
value of $265,781 owed due to a financing arrangement provided by Fox, for total payments of $200,000. The Company is to arrange the release
of $134,063 of receivables collected by its lockbox provider PAYA. And make twelve monthly payments totaling $65,937 by December 31, 2025
in full settlement of the liability. The Company recognized a gain on debt extinguishment for the difference of the amounts paid and to
be paid totaling $200,000 and the December 31, 2024 principal amount of the loan, $316,406. The gain of $116,406 was recognized upon payment
of $134,063.

 Other Contingencies

 Tax Levy

 In October, 2024, the Texas Comptroller's office placed a hold
on RedGear's Chase and GECU bank accounts. As of December 16, 2024, the amount of the hold is $234,378.22. This hold is due
to a sales audit conducted by the Texas Comptroller's office from November, 2019 through April, 2023, which is prior to ReachOut
Technology's acquisition of RedGear's in October, 2023. Additionally, the last extension to the audit was signed by the previous
owners of Red Gear on September 8, 2023, less than a month prior to closing the transaction. This audit was not disclosed in the purchase
agreement and violated the Representations and Warranties made by the sellers. This matter has been added to ReachOut's lawsuit
filed against the previous owners. The potential liability has been recognized by the Company as of December 31, 2024.

 Fora
Financial – Negotiation

 The Company through its representative is in
negotiation with Fora Financial ("Fora") to settle it obligation under a sale of future accounts receivable having a carrying
value of $753,275 as of December 31, 2024.

 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.

 F- 33

 RedGear
Vehicles and Related Loans

 RedGear had a number of service technician vehicles
purchased over several years. Most of the vehicles have financing loans. The company has sold several of the vehicles and paid off the
loans associated. The Company also stopped servicing some of the loans where the liability was greater than the value of the asset when
the office facilities under lease were abandoned following terminations in July 2024. The Company, through its legal counsel, is in negotiation
with the lenders to surrender the vehicles under favorable terms with those lenders. The former members of RedGear had personally guaranteed
the loans and given the scheduled mediation for misrepresentation of liabilities and other violations of the purchase agreement (RedGear
Membership Interest Purchase Agreement) the primary obligor for these liabilities is in question.

 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. Effective during the year ended December 31, 2024 the remaining liability of $1 0,736, was derecognized, along with the related
Right of Use Asset.

 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.
The liability and the Right of Use Asset were $ 33,242,
and $ 31,730,
respectively at December 31, 2024.

 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.
The lessor is considered a related party (see note 15). Effective during the year ended December 31, 2024 the remaining liability of
$ 216,661,
was derecognized, along with the related Right of Use Asset.

 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. The lessor is considered a related party (see note 15). Effective during the year ended December 31, 2024 the remaining liability
of $ 118,656, was derecognized, along with the related Right of Use Asset.

 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 balance of the lease liability ($ 12,322) and the Right
of Use Asset were derecognized upon settlement with the sublandlord during the year ended December 31, 2024

 The Company recognized an initial 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 have been
derecognized as outline above.

 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

2024

2023

 Operating lease at inception

 $

 $

 Less
 accumulated reduction (includes termination write-off)

 ( 735,338

)

 ( 248,101

)

 Balance ROU asset

 $

 31,730

 $

 518,968

 F- 34

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

 Schedule of operating lease liability

 Operating lease liabilities at inception

 $

 $

 Reduction of
 lease liabilities (includes termination write-off)

 ( 733,826

)

 ( 248,147

)

 Total lease liabilities

 $

 33,242

 $

 518,920

 Less: current portion

 ( 33,242

)

 ( 171,316

)

 Lease liabilities, non-current

 $

 -

 $

 347,605

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

 Schedule of non-cancellable operating lease

 Total minimum operating lease payments

 $

 33,242

 $

 707,347

 Discount to fair value

 -

 ( 188,427

)

 Total lease liability

 $

 33,242

 $

 518,920

 The future minimum lease payments under
non-cancellable operating leases at December 31, 2024, total $ 33,242.

 For the year ended December 31, 2024 rent expense was for was $ 125,587.

 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. 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.

 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 $5,000 in cash and a convertible promissory note for $10,000. 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 thirteen such notes (December 1, 2023 through December 31, 2024), which are accounted for as notes with embedded
derivatives to be bifurcated and recognized as derivative liabilities.

 F- 35

 NOTE 20 – SUBSEQUENT EVENTS

 In accordance with 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.

 Sale of Subsidiaries

 On March 31, 2025, the Company entered into
a transaction selling its wholly owned subsidiary ReachOut Technology Corp. (ReachOut) to an unrelated third party. ReachOut owns
Innovative Network Design LLC and RedGear LLC. The purpose for the business disposition is a financial restructuring Which provides
a relief of liabilities totaling $ 8,007,507
and assets of $ 539,558
as of December 31, 2024. ReachOut had consolidated gross profit of $ 2,975,181,
total operating expenses of $ 8,316,805
(including impairment charges of $ 3,464,930). Management does not believe that revenue from operations arising from customers be
materially less than current reported revenues for the year ending December 31, 2025. Management also believes that cost of sales
and gross margins will improve (restructuring and streamlining customer service) over the year ending December 31, 2024. Management
determined that this sale transaction was not a discontinuance of operations as there is no change of strategic shift (operations
post sale will be substantially the same as pre-sale), rather it is a restructuring and streamlining operations. Management did not
opt for a held for sale accounting treatment at December 31, 2024 as the transaction was not contemplated at that date. The sale
consideration was $1.00. Any gain due to derecognition of the net liabilities will be offset by the derecognition of the investment
in in subsidiaries of $ 8,056,702
The probable loss on disposition will be between $50,000 and $100,000. The sale and any attendant losses or gains will be reflected in the quarterly report (Form 10Q) as of March 31, 2025.

 Default on RedGear Purchase Note

 The note issued to former members of RedGear
matured on March 31, 2025, and therefore it is technically in default.

 Securities Issued

 On January 1, 2025, YCRM issued a convertible
note payable to Frondeur Partners LLC. The convertible note has principal of $ 10,000, bears interest at 12 %, matures on September 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 variable conversion price the note includes a bifurcated derivative valued on
issuance and for each reporting date.

 On February 1, 2025, 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, 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 variable conversion price the note includes a bifurcated derivative valued on issuance
and for each reporting date.

 On March 1, 2025, 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, 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 variable conversion price the note includes a bifurcated derivative valued on issuance
and for each reporting date.

 On April 1, 2025, 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, 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 variable conversion price the note includes a bifurcated derivative valued on issuance
and for each reporting date.

 F- 36

 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, 2024, these disclosure controls and procedures were not effective.

 Management's Report on Internal Control Over Financial Reporting

 Evaluation of Disclosure 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, 2024, these disclosure controls and procedures were not effective.

 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, 2024. 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, 2024, our internal
control over financial reporting was 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

 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

 Chairman, Chief Executive Officer, President, Secretary and Treasurer

 Kevin Harrington

 Director

 Kingsley Charles

 Director

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

 Rick Jordan, age 45, 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 66, 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 58, 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.

 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, 2024, 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
 ($)

 Nonqualified
 Deferred
 Earnings
 ($)

 All Other
 ($)

 Total
 ($)

 Richard Jordan

 2024

 $

 $

 $

 $

 $

 $

 $

 $

 President, CEO & Chairman

 2023

 $

 $

 $

 $

 $

 $

 $

 $

 Everett M. Dickson

 2024

 $

 $

 $

 $

 $

 $

 $

 $

 Former Chairman

 2023

 $

 $

 $

 $

 $

 $

 $

 $

 Robert C. Bohorad

 2024

 $
 63,710

 $

 $

 $

 $

 $

 $

 $
 63,710

 Former President and CEO

 2023

 $
 50,000

 $

 $

 $

 $

 $

 $

 $
 50,000

 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 December 31, 2024, the company's
directors, Richard Jordan, Kevin Harrington, and Kingsley Charles, received no compensation for director services.

 Outstanding Equity Awards at Fiscal Year End. There were no outstanding equity awards as of December 31, 2024.

 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 December 31, 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)

 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.)

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

 During the year ended December 31, 2024, Richard Jordan was owed
$50,000 in accrued compensation and Robert C. Bohorad owed $35,000 in accrued compensation.

 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, 2024 and 2023 amounted to $47,500 and $67,500, respectively.

 Audit-Related Fees

 During the fiscal years ended December 31,
2024 and 2023 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, 2024 and 2023 was $0.

 All Other Fees

 During the fiscal years ended December 31, 2024 and 2023, there
were no fees billed for products and services provided by the principal accountant other than those set forth above.

 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

 31.1

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

 X

 32.1

 Section 1350 Certification

 X

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 X

 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

 April 15, 2025

 Richard Jordan