Edgemode, Inc. - Quarter Report: 2018 September (Form 10-Q)

Pierre Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2018

o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period _____________to______________

Commission File Number 333-207047



	PIERRE CORP.
	(Exact name of registrant as specified in its charter)



Nevada		467-4046237
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)



750 N. San Vicente, Suite 800 West
West Hollywood, CA		90069
(Address of principal executive offices)		(Postal or Zip Code)



Registrant’s telephone number, including area code:		(818) 855-8199



	WADENA CORP. 14 Wall Street, 20^th Floor New York, NY 10005
	(Former name, former address and former fiscal year, if changed since last report

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) had been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One):


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	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 Exchange Act Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 145,259,000 shares of $0.001 par value common stock outstanding as of November 13, 2018.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


PIERRE CORP.
BALANCE SHEET
(UNAUDITED)

	ASSETS		September 30,		December 31,
			2018		2017
Current assets:
Cash			$ 58,614		$ -
Prepaid assets			5,700		-
Total currents assets			64,314		-

Property and equipment, net			26		1,184
Total assets			$ 64,340		$ 1,184
	LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable			$ 6,309		$ 4,879
Accounts payable - related party			152,841		144,500
Notes payable			244,000		224,000
Notes payable - related party			6,000		38,488
Total current liabilities			409,150		411,867
Total liabilities			409,150		411,867

Stockholders’ deficit
Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding		-		-
Common stock, $0.001 par value, 200,000,000 shares authorized, 145,259,000 shares outstanding at September 30, 2018 and 141,525,000 shares outstanding at December 31, 2017		145,259		141,525
Additional paid in capital			72,841		(110,125)
Accumulated deficit			(562,910)		(442,083)
Total stockholders' deficit			(344,810)		(410,683)
Total liabilities and stockholders' deficit			$ 64,340		$ 1,184

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


	PIERRE CORP.
	STATEMENTS OF OPERATIONS
	For the three and nine months ended September 30, 2018 and 2017
	(Unaudited)

			Three months	Three months	Nine months	Nine months
			9/30/2018	9/30/2017	9/30/2018	9/30/2017
Operating expenses:

Depreciation		$ 386		$ 386	$ 1,158	$ 1,158

General and administration		49,236		8,397	119,669	43,424

Total operating expenses		49,622		8,783	120,827	44,582


Net loss		$ (49,622)		$ (8,783)	$ (120,827)	$ (44,582)

Net loss per share:
Basic and diluted		$ ( 0.00)		$ (0.00)	$ (0.00)	$ ( 0.00)

Weighted average shares outstanding
Basic and diluted		145,259,674		141,525,000	143,111,088	141,525,000

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


PIERRE CORP.
STATEMENT OF CASH FLOWS
September 30, 2018 and 2017
(UNAUDITED)

	Nine months ended	Nine months ended
	September 30, 2018	September 30, 2017
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss	$ (120,827)	$ (44,582)
Adjustment to reconcile net loss to
cash used in operating activities:
Depreciation expense	1,158	1,158
Prepaid deposits	(5,700)	-

Net change in:
Accounts payable	1,430	(488)
Accounts payable - related party	8,341	18,000
CASH FLOWS USED IN OPERATING ACTIVITIES	(115,598)	(25,912)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock	186,700	-
Proceeds from notes payable, related party	20,012	21,500
Payments on notes payable, related party	(52,500)	-
Proceeds from notes payable, unrelated party	20,000	12,000
CASH FLOWS PROVIDED BY
FINANCING ACTIVITIES	174,212	33,500

NET CHANGE IN CASH	58,614	7,588
Cash, beginning of period	-	1,671
Cash, end of period	$ 58,614	$ 9,259

SUPPLEMENTAL CASH FLOW
INFORMATION
Cash paid on interest expenses	$ -	$ -
Cash paid for income taxes	$ -	$ -

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

PIERRE CORP.

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2018

(UNAUDITED)

Note 1.

Basis of Presentation

The accompanying unaudited interim financial statements of Pierre Corp. (“Pierre” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for our interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2017, as reported in the Company’s Form 10-K, have been omitted.

Note 2. General

The Company was incorporated in Nevada on January 21, 2011. Since its incorporation, the Company has have attempted to become involved in a number of business ventures, all of which were unsuccessful and which it has abandoned.

In February 2018 the Company decided to become involved in the marijuana industry.

The Company now plans to own and operate medical and adult marijuana cultivation facilities, manufacturing facilities and dispensaries in California. The first step in the Company’s business plan is to acquire licenses to cultivate, manufacture and sell marijuana.

The Company will attempt to acquire licenses from persons who have either applied for or been granted marijuana licenses in California.

The Company does not intend to acquire a license associated with a facility or dispensary which is in operation.

The Company may also apply for a marijuana cultivation, manufacturing or dispensary license in its own name.

The Company’s activities are subject to significant risks and uncertainties including the failure to secure the funding needed to properly execute the Company’s business plan.

We do not anticipate receiving cash flow from operations in the near future to satisfy our ongoing capital requirements. We are seeking financing in the form of equity capital in order to provide the necessary working capital. Our ability to meet our obligations and continue to operate as a going concern is highly dependent on our ability to obtain additional financing. We cannot predict whether this additional financing will be in the form of equity or debt, or be in another form. We may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In any of these events, we may be unable to implement our current plans which circumstances would have a material adverse effect on our business, prospects, financial conditions and results of operations.

On August 7, 2018 the Company entered into agreements with LGM, Org and Lean Green Machine, Inc. (collectively “LGM”) to acquire licenses LGM may be awarded by the state of California in Long Beach and the City of Commerce. LGM has applied for licenses to operate cultivation and manufacturing facilities in these two cities. A cultivation and manufacturing license, awarded together, is known as a “micro license”.

If LGM is awarded a micro license for Long Beach, the Company will issue LGM 35,381,250 shares of its common stock in consideration for the assignment of the license to the Company. As of September 30, 2018 LGM had not been awarded this license.

If LGM is awarded a micro license for the City of Commerce, the Company will issue LGM 35,381,250 shares of its common stock in consideration for the assignment of the license to the Company. As of September 30, 2018 LGM had not been awarded this license.

J. Jacob Isaacs, the Company’s only officer and director, and the owner of 78,750,000 shares of the Company’s common stock, will sell to the Company, for $100, the same number of shares which the Company may issue to LGM.

Note 3. Going Concern

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At September 30, 2018 the Company had not yet achieved profitable operations, has accumulated losses of $562,910 and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances; however there are no assurances of additional funding being available.

Note 4. Related Party Transactions

Notes payable-related party due to the former director and President of the Company for funds advanced. The advances are unsecured, non-interest bearing and have no specific terms for repayment. As of December 31, 2017, the notes totaled $38,488. During the period ended September 30, 2018, the Company repaid a note payable, net of receipts, in the amount of $32,488 to the President of the Company. As of September 30, 2018, the note payable totaled $6,000.

The Company is charged management fees by the former President of the Company when funds are available. Effective March 1, 2012, the Company agreed to pay the President of the Company $4,000 per month for management services if funds are available or to accrue such amount if funds are not available. Effective July 1, 2016, the Company agreed to pay the President of the Company $2,000 per month for management services if funds are available or to accrue such amount if funds are not available. Accounts payable – related party are the fees earned but not yet paid of $152,841 and $144,500 at September 30, 2018 and December 31, 2017, respectively. The table below shows management fees charged to expense for the periods indicated.

Nine months ended

September 30, 2018

Nine months ended

September 30, 2017

Management fees

$ 18,000

Note 5. Notes Payable

During the nine-month period ended September 30, 2018, the Company received advances of $20,000 from an unrelated third party. The advances are unsecured, non-interest bearing and have no specific terms for repayment. As of September 30, 2018 and December 31, 2017 the advances totaled $244,000 and $224,000, respectively.

Note 6. Equity Transactions

Between May and August, 2018, third party investors purchased 3,734,000 shares of the Company’s common stock at a price of $0.05 per share for gross proceeds of $186,700. The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with the sale of the common stock described above

Note 7. Subsequent Events

Management has evaluated subsequent events through the date that these financial statements were available to be issued.

On October 15, 2018 a shareholder owning a majority of the Company’s outstanding shares of common stock amended the Company’s Articles of Incorporation to:

change the name of the Company from Wadena, Corp. to Pierre Corp.

reverse split the Company’s outstanding shares of common stock on a 5-for-1 basis.

Other than the foregoing, there have been no events that would required adjustment to or disclosure in the financial statements.

Item 2.

Management’s Discussion and Analysis of Financial Conditions and Results of Operations

The following discussion and analysis by our management of our financial condition and results of operations should be read in conjunction with our unaudited condensed interim financial statements and the accompanying related notes included in this quarterly report and our audited financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the Securities and Exchange Commission.

Cautionary Statement Regarding Forward-Looking Statements

This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act, and we intend that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Any such forward-looking statements would be contained principally in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.” Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities and the effects of regulation. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions.

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 the forward-looking statements. We discuss many of these risks in greater detail in “Risk Factors.” Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. You should read this report and the documents that we reference in this report and have filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Overview

Unless otherwise indicated or the context otherwise requires, all references in this Form 10-Q to “we,” “us,” “our,” “our company,” “Pierre” or the “Company” refer to Pierre Corp.

We were incorporated in Nevada on January 21, 2011. Since our incorporation, we have attempted to become involved in a number of business ventures, all of which were unsuccessful and which we have abandoned.

In February 2018, we decided to become involved in the marijuana industry.

We now plan to own and operate medical and adult marijuana cultivation facilities, manufacturing facilities and dispensaries in California. The first step in our business plan is to acquire licenses to cultivate, manufacture and dispense marijuana.

We currently have agreements with LGM, Org and Lean Green Machine, Inc. (collectively “LGM”) to acquire licenses LGM may be awarded by the state of California in Long Beach and the City of Commerce. LGM has applied for licenses to operate cultivation and manufacturing facilities in these two cities. A cultivation and manufacturing license, awarded together, is known as a “micro license”.

If LGM is awarded a micro license for Long Beach, we will issue LGM 35,381,250 shares of our common stock in consideration for the assignment of the license to us. As of September 30, 2018 LGM had not been awarded this license.

If LGM is awarded a micro license for the City of Commerce, we will issue LGM 35,381,250 shares of our common stock in consideration for the assignment of the license to us. As of September 30, 2018 LGM had not been awarded this license.

We estimate that it will require six months and cost $750,000 to build and equip a cultivation and manufacturing facility in either Long Beach or the City of Commerce.

Our estimated costs to operate a cultivation/manufacturing facility are:

Description

Monthly Amount (1)

Nutrients/grow supplies

$10,000

Utilities

18,700

Product testing

2,500

Transportation

1,000

Labor

25,000

Security

2,500

Insurance

1,000

Rent

15,000

Legal

5,000

$80,700

(1)

Does not include licensing fees or state or local taxes, as the amounts will depend on the location of the cultivation/manufacturing facility.

If LGM is awarded only one license, or if LGM is not awarded any licenses we will attempt to acquire licenses from other persons who have either applied for or been granted marijuana licenses in California. Although our preference is to acquire micro licenses, we may acquire separate cultivation, manufacturing or dispensary licenses.

We do not intend to acquire a license associated with a facility or dispensary which is in operation.

We may also apply for a marijuana cultivation, manufacturing or dispensary license in our own name.

J. Jacob Isaacs, our only officer and director, and the owner of 78,750,000 shares of our common stock, will sell to us, for $100, the same number of shares which we may issue to LGM.

On October 15, 2018 a shareholder owning a majority of the Company’s outstanding shares of common stock amended the Company’s Articles of Incorporation to:

change the name of the Company from Wadena, Corp. to Pierre Corp.

reverse split the Company’s outstanding shares of common stock on a 5-for-1 basis.

Critical Accounting Policies

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, and (ii) the reported amount of expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.

These estimates and assumptions also affect the reported amounts of costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.

Results of Operations for the three and nine months ended September 30, 2018, compared to three and nine months ended September 30, 2017.

During the three and nine months ended September 30, 2018 General and Administrative Expenses increased from the comparable periods in 2017 due to the change in our business plan which resulted in increased legal and consulting fees as well as increased travel costs.

Liquidity and Capital Resources

Our sources and (uses) of cash for the nine months ended September 30, 2018 and 2017 were:


	2018				2017

Cash (used in) operations		$	(115,598	)		$	(25,912	)
Sale of common stock		$	186,700				--
Proceeds from notes payable, related party		$	20,012			$	21,500
Payment on notes payable, related party, net of advances		$	(32,488)				--
Proceeds from notes payable, unrelated party		$	20,000			$	12,000

Going Concern

The unaudited financial statements accompanying the report have been prepared on a going concern basis, which assumes that our company will be able to meet our obligations and continue our operations for our next fiscal year. Realization values may be substantially different from carrying values as shown and the financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should we be unable to continue as a going concern. At September 30, 2018, we have not yet achieved profitable operations, have

accumulated losses of $562,910 and expect to incur further losses in the development of our business, all of which raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that we will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.

There are no assurances that we will be able to obtain further funds required for our continued operations. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be forced to scale down or perhaps even cease the operation of our business.

PART II- OTHER INFORMATION

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company sold shares of common stock for that were not reported on a Current Report on Form 8-K or in Part II, Item 5 of the Annual report on Form 10-K and such transactions are being reported hereby, as follows.

Between May and August 2018, third party investors purchased 3,734,000 shares of the Company’s common stock for a purchase price of $0.05 per share totaling $186,700.

The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with issuance of the securities described above. The persons who acquired these securities were sophisticated investors and were provided full information regarding the Company’s business and operations. There was no general solicitation in connection with the offer or sale of these securities. The persons who acquired these securities acquired them for their own accounts. The certificates representing these securities will bear a restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration. No commission was paid to any person in connection with the sale of these securities.

Item 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the direction and with the participation of the Company’s management, including the Company’s Chief Executive and Chief Financial Officer, the Company has conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of September 30, 2018. The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its periodic reports with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching its desired disclosure control objectives. Based on the evaluation, the Chief Executive and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2018.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting that occurred during the nine months ended September 30, 2018 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 6.

Exhibits


Exhibit Number	Description

31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification pursuant to Section 906 of the Sarbanes-Oxley Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DATED: November 13, 2018

PIERRE CORP.

By: /s/ J. Jacob Isaacs

J. Jacob Isaacs, Principal Executive, Financial and Accounting Officer