Edgemode (EDGM) 10-K 1 Apr 19 2018 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2018	Mar. 25, 2019	Jun. 30, 2018
Document And Entity Information
Entity Registrant Name	PIERRE CORP.
Entity Central Index Key	0001652958
Document Type	10-K
Document Period End Date	Dec. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	No
Entity Filer Category	Non-accelerated Filer
Entity Public Float			$ 0
Entity Common Stock, Shares Outstanding		29,051,800
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2018
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Ex Transition Period	false

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Current assets:
Cash	$ 1,285
Prepaid assets	5,700
Total currents assets	6,985
Property and equipment, Net		1,184
Total assets	6,985	1,184
Current liabilities:
Accounts payable	15,028	4,879
Accounts payable - related party	164,841	144,500
Notes payable	244,000	224,000
Notes payable - related party	6,000	38,488
Total current liabilities	429,869	411,867
Total liabilities	429,869	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, 29,051,800 shares outstanding at December 31, 2018 and 28,305,000 shares at December 31,2017	29,052	28,305
Additional paid in capital	189,048	3,095
Accumulated deficit	(640,984)	(442,083)
Total stockholders' deficit	(422,884)	(410,683)
Total liabilities and stockholders' deficit	$ 6,985	$ 1,184

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	500,000,000	500,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Shares Issued	29,051,800	28,305,000
Common Stock, Shares Outstanding	29,051,800	28,305,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Operating expenses:
Depreciation	$ 1,184	$ 1,544
General and administration	197,717	62,495
Total operating expenses	198,901	64,039
Net loss	$ (198,901)	$ (64,039)
Net loss per share:
Basic and diluted	$ (0.01)	$ 0
Weighted average shares outstanding:
Basic and diluted	29,051,800	28,305,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (198,901)	$ (64,039)
Adjustment to reconcile net loss to cash used in operating activities:
Depreciation expense	1,184	1,544
Net change in:
Prepaid deposits	(5,700)
Accounts payable	10,149	3,436
Accounts payable - related party	20,341	24,000
CASH FLOWS USED IN OPERATING ACTIVITIES	(172,927)	(35,059)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock	186,700
Proceeds from notes payable, related party	20,012	22,200
Proceeds from notes payable, unrelated parties	20,000	12,000
Repayments on notes payable, related party	(52,500)	(812)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	174,212	33,388
NET CHANGE IN CASH	1,285	(1,671)
Cash, beginning of period		1,671
Cash, end of period	1,285
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid on interest expenses
Cash paid for income taxes

STATEMENT OF STOCKHOLDERS' DEFI

STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance at Dec. 31, 2016		$ 28,305	$ 3,095	$ (378,044)	$ 346,644
Beginning Balance, Shares at Dec. 31, 2016		28,305,000
Net loss				(64,039)	(64,039)
Ending Balance at Dec. 31, 2017		$ 28,305	3,095	(442,083)	(410,683)
Ending Balance, Shares at Dec. 31, 2017		28,305,000
Sale of common stock		$ 747	185,953		186,700
Sale of common stock, Shares		746,800
Net loss				(198,901)	(198,901)
Ending Balance at Dec. 31, 2018		$ 29,052	$ 189,048	$ (640,984)	$ (422,884)
Ending Balance, Shares at Dec. 31, 2018		29,051,800

Basis of Presentation

Basis of Presentation	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
Basis of Presentation	Note 1. Basis of Presentation General Pierre Corp. (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. These agreements were terminated in February 2019. On March 12, 2019 Pierre Corp entered into a Letter of Intent to acquire licenses in Lynwood, California where Pierre Corp would pay $850,000 to the vender to purchase the right to cultivate marijuana in that local. At this time the agreement is not legally binding until the definitive agreement is signed at a later date. The Seller must deliver to Pierre Corp in this agreement the updated and renewed licenses. 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. The Company’s activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute the Company’s business plan.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2. Summary of Significant Accounting Policies The financial statements have, in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below: 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 December 31, 2018, the Company had not yet achieved profitable operations, has accumulated losses of $640,984, since its inception, has working capital deficit of $422,884, 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 is no assurance of additional funding being available. Income Taxes The Company uses the assets and liability method of accounting for income taxes. Under the assets and liability method deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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. Basic and Diluted Loss Per Share Basic loss per share is computed using the weighted average number of shares outstanding during the period. Diluted loss per share has not been provided as it would be anti-dilutive. Use of Estimates In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original purchase maturity of three months or less to be cash equivalents. Property and Equipment Property and equipment is carried at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the useful lives as follows: Furniture and fixtures 7 years Equipment 5 years Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued liabilities and related party loan approximate their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting standards will have a material effect on the accompanying financial statements.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2018
Related Party Transactions [Abstract]
Related Party Transactions	Note 3. Related Party Transactions The related party advances are 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 advances totaled $38,488. During the year ended December 31, 2018, the Company repaid a note payable, net of receipts, in the amount of $32,488 to the President of the Company. As of December 31, 2018, the note payable totaled $6,000. The advances are unsecured, non-interest bearing and have no specific terms for repayment. 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. Effective October 1, 2018, the Company agreed to pay the President of the Company $6,000 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 $164,841 and $144,500 at December 31, 2018 and December 31, 2017, respectively. Year ended December 31, 2018 Year ended December 31, 2017 Management fees $ 36,000 $ 24,000

Property and Equipment, net

Property and Equipment, net	12 Months Ended
	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Property and Equipment, net	Note 4. Property and Equipment, net Cost and accumulated depreciation of property and equipment as of December 31, 2018 and December 31, 2017 are as follows: December 31, 2018 December 31, 2017 Computers $ 3,443 $ 3,443 Furniture and fixtures 6,000 6,000 Total 9,443 9,443 Less: Accumulated depreciation (9,443 ) (8,259 ) Property and equipment, net $ — $ 1,184 Depreciation expense charged to operations was $1,184 and $1,544 for the years ended December 31, 2018 and 2017, respectively.

Notes Payable

Notes Payable	12 Months Ended
	Dec. 31, 2018
Debt Disclosure [Abstract]
Notes Payable	Note 5. Notes Payable During the year ended December 31, 2018, the Company received a loan for $20,000 from an individual. The loans in addition to the loans previously entered into by the Company, are unsecured, non-interest bearing and have no specific terms for repayment. As of December 31, 2018, the loans totaled $244,000.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Income Taxes	Note 6. Income Taxes The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows: December 31, 2018 December 31, 2017 Deferred tax asset attributable to: Net operating loss $ 134,600 $ 92,800 Valuation allowance (134,600 ) (92,800 ) Net $ — $ — A reconciliation of income tax provision to the provision that would be recognized under the statutory rates is as follows: December 31, 2018 December 31, 2017 Benefit attributable to operating loss $ 41,800 $ 150,000 Impact of change in tax rate — (57,200 ) Valuation allowance (41,800 ) (92,800 ) Net provision $ — $ — The amount taken into income as deferred tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide an allowance of 100% against all available income tax loss carry forwards, regardless of their time of expiry. As of December 31, 2017, the Company saw a decrease in deferred tax assets from income tax loss carry forwards. The significant decline in the carry forwards was due the passage of the Tax Cuts and Jobs Act on December 20, 2017 that reduced effective tax rates for future periods to 21% from 34%. The decline in value of the income tax loss carry forwards has no impact on our statement of operations. No provision for income taxes has been provided in these financial statements due to the net loss. At December 31, 2018, the Company has net operating loss carry forwards, which expire commencing in 2031, totaling approximately $641,000, the benefit of which has not been recorded in the financial statements.

Equity Transactions

Equity Transactions	12 Months Ended
	Dec. 31, 2018
Disclosure Equity Transactions Abstract
Equity Transactions	Note 7. Equity Transactions Between May and August, 2018, third party investors purchased 746,800 shares of the Company’s common stock at a price of $0.25 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. On October 15, 2018, the Company’s Board of Directors declared a five-for-one reverse stock split of the Company’s common stock. The record date for the stock split was October 15, 2018. Shareholders of record as of the close of business on the record date received one share of common stock of the Company for every five shares that they owned on such date. The earnings per share calculations and share data for all periods presented have been recast to reflect the impact of the stock split on outstanding shares.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	Note 8. Subsequent Events 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. These agreements were terminated in February, 2019. On March 12, 2019 Pierre Corp entered into a Letter of Intent to acquire licenses in Lynwood, California where Pierre Corp would pay $850,000 to the vender to purchase the right to cultivate marijuana in that local. At this time the agreement is not legally binding until the definitive agreement is signed at a later date. The Seller must deliver to Pierre Corp in this agreement the updated and renewed licenses. On January 17, 2019, Rodney Throgmorton loaned the Company $20,000.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
Going Concern	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 December 31, 2018, the Company had not yet achieved profitable operations, has accumulated losses of $640,984, since its inception, has working capital deficit of $422,884, 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 is no assurance of additional funding being available.
Income Taxes	Income Taxes The Company uses the assets and liability method of accounting for income taxes. Under the assets and liability method deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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.
Basic and Diluted Loss Per Share	Basic and Diluted Loss Per Share Basic loss per share is computed using the weighted average number of shares outstanding during the period. Diluted loss per share has not been provided as it would be anti-dilutive.
Use of Estimates	Use of Estimates In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with an original purchase maturity of three months or less to be cash equivalents.
Property and Equipment	Property and Equipment Property and equipment is carried at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the useful lives as follows: Furniture and fixtures 7 years Equipment 5 years
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued liabilities and related party loan approximate their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting standards will have a material effect on the accompanying financial statements.

Related Party Transactions (Tab

Related Party Transactions (Tables)	12 Months Ended
	Dec. 31, 2018
Related Party Transactions [Abstract]
Schedule of Related Party Transactions	Year ended December 31, 2018 Year ended December 31, 2017 Management fees $ 36,000 $ 24,000

Property and Equipment, net (Ta

Property and Equipment, net (Tables)	12 Months Ended
	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Cost and accumulated depreciation of property and equipment as of December 31, 2018 and December 31, 2017 are as follows: December 31, 2018 December 31, 2017 Computers $ 3,443 $ 3,443 Furniture and fixtures 6,000 6,000 Total 9,443 9,443 Less: Accumulated depreciation (9,443 ) (8,259 ) Property and equipment, net $ — $ 1,184

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Schedule of Deferred Tax Assets	The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows: December 31, 2018 December 31, 2017 Deferred tax asset attributable to: Net operating loss $ 134,600 $ 92,800 Valuation allowance (134,600 ) (92,800 ) Net $ — $ —
Schedule of Income Tax Provision	A reconciliation of income tax provision to the provision that would be recognized under the statutory rates is as follows: December 31, 2018 December 31, 2017 Benefit attributable to operating loss $ 41,800 $ 150,000 Impact of change in tax rate — (57,200 ) Valuation allowance (41,800 ) (92,800 ) Net provision $ — $ —

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Accumulated Loss	$ 640,984	$ 442,083
Working Captial Deficit	$ 422,884
Furniture and Fixtures [Member]
Useful Life of Assets	7 years
Furniture and Fixtures [Member]
Useful Life of Assets	5 years

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Related Party Transactions [Abstract]
Management fees	$ 36,000	$ 24,000

Related Party Transactions (D_2

Related Party Transactions (Details Narrative) - USD ($)	Jul. 02, 2016	Mar. 01, 2012	Dec. 31, 2018	Dec. 31, 2017
Accounts payable - related party are the fees earned but not yet paid			$ 164,841	$ 144,500
President [Member] | Management Service [Member]
Management Services to President per month	$ 2,000	$ 4,000

Property and Equipment, net (De

Property and Equipment, net (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Total	$ 9,443	$ 9,443
Less: Accumulated depreciation	(9,443)	(8,259)
Property and equipment, net		1,184
Computer Equipment [Member]
Total	3,443	3,443
Furniture and Fixtures [Member]
Total	$ 6,000	$ 6,000

Property and Equipment, net (_2

Property and Equipment, net (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Depreciation Expense	$ 1,184	$ 1,544

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Deferred tax asset attributable to:
Net operating loss	$ 134,600	$ 92,800
Valuation allowance	(134,600)	(92,800)
Net

Income Taxes (Details 2)

Income Taxes (Details 2) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Benefit attributable to operating loss	$ 41,800	$ 150,000
Impact of change in tax rate		(57,200)
Valuation allowance	(41,800)	(92,800)
Net provision

Income Taxes (Details Narrative

Income Taxes (Details Narrative)	12 Months Ended
	Dec. 31, 2018USD ($)
Income Tax Disclosure [Abstract]
Net Operating CarryForward Loss	$ 641,000
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2031
Reconciliation of income tax provision under the statutory rates	21.00%

Equity Transactions (Details Na

Equity Transactions (Details Narrative) - shares	Oct. 15, 2018	Aug. 31, 2018
Disclosure Equity Transactions Details Narrative Abstract
Number of common stock sold		746,800
Reverse Stock Split	The Company’s Board of Directors declared a five-for-one reverse stock split of the Company’s common stock. The record date for the stock split was October 15, 2018.