Edgemode (EDGM) 10-Q 7 Nov 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 04, 2019
Document And Entity Information
Entity Registrant Name	PIERRE CORP.
Entity Central Index Key	0001652958
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	No
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		29,101,800
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Ex Transition Period	false
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	NV
Entity File Number	333-207047

BALANCE SHEETS (UNAUDITED)

BALANCE SHEETS (UNAUDITED) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Current assets:
Cash	$ 5,130	$ 1,285
Prepaid assets	6,869	5,700
Total currents assets	11,999	6,985
Total assets	11,999	6,985
Current liabilities:
Accounts payable	13,615	15,028
Accounts payable - related party	189,374	164,841
Notes payable	326,900	244,000
Notes payable - related party	6,000	6,000
Convertible notes, net of unamortized discount of $52,621 and $0, respectively	62,379
Derivative liability	97,869
Total current liabilities	696,137	429,869
Total liabilities	696,137	429,869
STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value, 500,000,000 shares authorized, none issued and outstanding
Common stock, $0.001 par value, 200,000,000 shares authorized,29,076,800 and 29,051,800 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively	29,077	29,052
Additional paid in capital	208,983	189,048
Accumulated deficit	(922,198)	(640,984)
Total stockholders' deficit	(684,138)	(422,884)
Total liabilities and stockholders' deficit	$ 11,999	$ 6,985

BALANCE SHEETS (UNAUDITED) (Par

BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Convertible notes, unamortized discount	$ 52,621	$ 0
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	29,076,800	29,051,800
Common Stock, Shares Outstanding	29,076,800	29,051,800

STATEMENTS OF OPERATIONS (UNAUD

STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Operating expenses:
Depreciation		$ 386		$ 1,158
General and administration	70,502	49,236	197,813	119,669
Total operating expenses	(70,502)	(49,622)	(197,813)	(120,827)
Amortization of debt discount	(37,358)		(45,995)
Interest expense	(2,354)		(3,193)
Change in fair value of derivative liability	(25,720)		(34,213)
Total other expense	(65,432)		(83,401)
Net loss	$ (135,934)	$ (49,622)	$ (281,214)	$ (120,827)
Net loss per share:
Basic and diluted	$ 0	$ 0	$ 0	$ 0
Weighted average shares outstanding:
Basic and diluted	29,076,800	29,051,935	29,066,230	28,622,218

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance at Dec. 31, 2017	$ 28,305	$ 3,095	$ (442,083)	$ (410,683)
Beginning Balance, Shares at Dec. 31, 2017	28,305,000
Net Loss			(19,345)	(19,345)
Ending Balance at Mar. 31, 2018	$ 28,305	3,095	(461,428)	(430,028)
Ending Balance, Shares at Mar. 31, 2018	28,305,000
Beginning Balance at Dec. 31, 2017	$ 28,305	3,095	(442,083)	(410,683)
Beginning Balance, Shares at Dec. 31, 2017	28,305,000
Net Loss				(120,827)
Ending Balance at Sep. 30, 2018	$ 29,052	189,048	(562,910)	(344,810)
Ending Balance, Shares at Sep. 30, 2018	29,051,800
Beginning Balance at Mar. 31, 2018	$ 28,305	3,095	(461,428)	(430,028)
Beginning Balance, Shares at Mar. 31, 2018	28,305,000
Sale of common stock	$ 600	149,400		150,000
Sale of common stock, in shares	600,000
Net Loss			(51,860)	(51,860)
Ending Balance at Jun. 30, 2018	$ 28,905	152,495	(513,288)	(331,888)
Ending Balance, Shares at Jun. 30, 2018	28,905,000
Sale of common stock	$ 147	36,553		36,700
Sale of common stock, in shares	146,800
Net Loss			(49,622)	(49,622)
Ending Balance at Sep. 30, 2018	$ 29,052	189,048	(562,910)	(344,810)
Ending Balance, Shares at Sep. 30, 2018	29,051,800
Beginning Balance at Dec. 31, 2018	$ 29,052	189,048	(640,984)	(422,884)
Beginning Balance, Shares at Dec. 31, 2018	29,051,800
Net Loss			(47,655)	(47,655)
Ending Balance at Mar. 31, 2019	$ 29,052	189,048	(688,639)	(470,539)
Ending Balance, Shares at Mar. 31, 2019	29,051,800
Beginning Balance at Dec. 31, 2018	$ 29,052	189,048	(640,984)	(422,884)
Beginning Balance, Shares at Dec. 31, 2018	29,051,800
Net Loss				(281,214)
Ending Balance at Sep. 30, 2019	$ 29,077	208,983	(922,198)	(684,138)
Ending Balance, Shares at Sep. 30, 2019	29,076,800
Beginning Balance at Mar. 31, 2019	$ 29,052	189,048	(688,639)	(470,539)
Beginning Balance, Shares at Mar. 31, 2019	29,051,800
Common shares issued with convertible note	$ 25	6,225		6,250
Common shares issued with convertible note, in shares	25,000
Net Loss			(97,625)	(97,625)
Ending Balance at Jun. 30, 2019	$ 29,077	195,273	(786,264)	(561,914)
Ending Balance, Shares at Jun. 30, 2019	29,076,800
Common shares issued with convertible note		13,710		13,710
Net Loss			(135,934)	(135,934)
Ending Balance at Sep. 30, 2019	$ 29,077	$ 208,983	$ (922,198)	$ (684,138)
Ending Balance, Shares at Sep. 30, 2019	29,076,800

STATEMENTS OF CASH FLOWS (UNAUD

STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (281,214)	$ (120,827)
Adjustment to reconcile net loss to cash used in operating activities:
Depreciation expense		1,158
Amortization of debt discount	45,995
Loss on change in fair value of derivative liability	(34,213)
Net change in:
Prepaid assets	(1,169)	(5,700)
Accounts payable	(1,413)	1,430
Accounts payable - related party	24,533	8,341
CASH FLOWS USED IN OPERATING ACTIVITIES	(179,055)	(115,598)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock		186,700
Proceeds from convertible notes	100,000
Proceeds from notes payable, related party		20,012
Payments from notes payable, related party		(52,500)
Proceeds from notes payable, unrelated party	82,900	20,000
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	182,900	174,212
NET CHANGE IN CASH	3,845	58,614
Cash, beginning of period	1,285
Cash, end of period	5,130	58,614
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid on interest expenses
Cash paid for income taxes
NON-CASH TRANSACTIONS
Common stock issued with convertible notes	19,960
Debt discount created by derivative liability	$ 63,656

Basis of Presentation

Basis of Presentation	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Basis of Presentation	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 2018, as reported in the Form 10-K of the Company, have been omitted. Significant Accounting Policies Fair Value of Financial Instruments The carrying value of short-term instruments, including cash, accounts payable and accrued expenses, and short-term notes approximate fair value due to the relatively short period to maturity for these instruments. The notes payable approximate fair value since the related rates of interest approximate current market rates Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments. Level 3: inputs to the valuation methodology are unobservable and significant to the fair value Fair Value Measurements The Company’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy. The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of September 30, 2019 and December 31, 2018: Fair value measured at September 30, 2019 Total carrying value at September 30, 2019 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant Unobservable inputs (Level 3) Liabilities: Derivative liabilities $ 97,869 $ - $ - $ 97,869 Fair value measured at December 31, 2018 Total carrying value at December 31, 2018 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant Unobservable inputs (Level 3) Liabilities: Derivative liabilities $ - $ - $ - $ - There were no transfers between Level 1, 2 or 3 during the period. The table below presents the change in the fair value of the derivative liability during the nine months ended September 30, 2019: Fair value as of December 31, 2018 $ - Fair value on the date of issuance recorded as a debt discount 63,656 Fair value on the date of issuance recorded as a loss on derivatives 29,653 Gain on change in fair value of derivatives 4,560 Fair value as of September 30, 2019 $ 97,869 Convertible debt The Company records a beneficial conversion feature related to the issuance of convertible debts that have conversion features at fixed or adjustable rates. The beneficial conversion feature for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features. The beneficial conversion feature will be accreted by recording additional noncash interest expense over the expected life of the convertible notes. Beneficial Conversion Features If the conversion feature of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method. Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. The Company applies the guidance in ASC 815-40-35-12 to determine the order in which each convertible instrument would be evaluated for derivative classification. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02). Under ASU No. 2016-2, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU No. 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, The Company adopted this standard on January 1, 2019 using the modified retrospective method. The new standard provides a number of optional practical expedients in transition. The Company elected the ‘package of practical expedients’, which permitted the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs; and all of the new standard’s available transition practical expedients. The new standard also provides practical expedients for a company’s ongoing accounting. The Company elected the short-term lease recognition exemption for its leases. For those leases with a lease term of 12 months or less, the Company will not recognize ROU assets or lease liabilities. The Company also made an accounting policy election to combine lease and non-lease components of operating leases for all asset classes. The adoption of this new standard did not impact the Company. In June 2018, the FASB issued ASU No. 2018-07, Compensation Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting, which aligns the accounting for share-based payment awards issued to employees and nonemployees. Under ASU No. 2018-07, the existing employee guidance will apply to nonemployee share-based transactions (as long as the transaction is not effectively a form of financing), with the exception of specific guidance related to the attribution of compensation cost. The cost of nonemployee awards will continue to be recorded as if the grantor had paid cash for the goods or services. In addition, the contractual term will be able to be used in lieu of an expected term in the option-pricing model for nonemployee awards. The Company adopted the provisions of the guidance on January 1, 2019 with no material impact on the Company’s consolidated financial statements and disclosures. The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

Going Concern

Going Concern	9 Months Ended
	Sep. 30, 2019
Notes to Financial Statements
Going Concern	Note 2. 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, 2019 the Company had not yet achieved profitable operations 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.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2019
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 September 30, 2019, the advances totaled $6,000. 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. Effective April 30, 2019, the Company agreed to pay the President of the Company $11,500 per month for management services if funds are available or to accrue such amount if funds are not available. The agreement is verbal and can be cancelled at any time. Accounts payable – related party are the fees earned but not yet paid of $189,877 and $164,841 at September 30, 2019 and December 31, 2018, respectively. Fees earned during the period are as follows: Nine months ended September 30, 2019 Nine months ended September 30, 2018 Management fees $ 87,000 $ 18,000 Robert Sawatsky, who was previously the President and CEO of the Company provided consulting services to the Company related to public company reporting with no expected compensation for the period ending June 30, 2019. During the nine months ended September 30, 2019 Mr. Sawatsky advanced $3,000 to the Company. The advance is unsecured, non-interest bearing and has no specific terms for repayment.

Notes Payable

Notes Payable	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Notes Payable	Note 4. Notes Payable During the nine-month period ended September 30, 2019, the Company received advances of $82,900. The advances are unsecured, non-interest bearing and have no specific terms for repayment. As of September 30, 2019 and December 31, 2018 the advances totaled $326,900 and $244,000, respectively.

Convertible Notes Payable

Convertible Notes Payable	9 Months Ended
	Sep. 30, 2019
Notes to Financial Statements
Convertible Notes Payable	Note 5. Convertible Notes Payable On June 4, 2019, the Company borrowed $55,000 from an unrelated third party. The loan had an original issuance discount of $5,000 which will be amortized over the life of the note. The loan bears interest at a rate of 10% and is due and payable on March 4, 2020. At any time on or before December 1, 2019 the Company may prepay the loan by paying the lender the outstanding loan principal and accrued interest plus premiums ranging from 20% to 40%. After December 1, 2019, the Company may not repay the loan without the consent of the lender. At any time after December 1, 2019, the unpaid principal is convertible into shares of the Company’s common stock at the conversion price. The conversion price is 65% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days immediately prior to the date of conversion. Due to the variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative liability. The day one derivative liability was $33,615 which was recorded as a discount on the note payable. On September 9, 2019, the Company borrowed $30,000 from an unrelated third party. The loan had an original issuance discount of $2,500 plus an additional $2,500 to pay for transaction fees of the lender, which will be amortized over the life of the note. The loan bears interest at a rate of 9% and is due and payable on March 9, 2020. The Company may prepay the loan by paying the lender the outstanding loan principal and accrued interest plus premiums ranging from 5% to 25% and accrued interest. The unpaid principal is convertible into shares of the Company’s common stock at the conversion price. The conversion price is 50% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days immediately prior to the date of conversion. Due to the variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative liability. The day one derivative liability was $31,581 which was recorded as a day one loss on the derivative liability. In addition, the note holder will be issued 25,000 shares of common stock with a relative fair value of $13,710 which was recorded as a debt discount and will be amortized over the life of the note. As of September 30, 2019, the total derivative liability on the above notes was adjusted to a fair value of $97,869. During the nine months ended September 30, 2019, $45,995 of the discount was amortized leaving an unamortized balance of $52,621. The fair value of the conversion option was estimated using the Black-Scholes option pricing model and the following assumptions during the period: fair value of stock $0.25 - $1.10, volatility of 55% - 59% based on a comparable company peer group, expected term of 0.32 – 1.00 years, risk-free rate of 1.7% - 2.3% and a dividend yield of 0%.

Capital Stock

Capital Stock	9 Months Ended
	Sep. 30, 2019
Equity [Abstract]
Capital Stock	Note 6. Capital Stock During the nine months ended September 30, 2019 the Company issued 25,000 shares of its restricted common stock to the third party that provided the Company with the $30,000 loan described in Note 5. An additional 25,000 shares were committed for issuance as of September 30, 2019 associated with the September 9, 2019 convertible note payable. The shares were issued subsequent to period end.

Basis of Presentation (Tables)

Basis of Presentation (Tables)	9 Months Ended
	Sep. 30, 2019
Basis Of Presentation
Schedule of Change in Fair Value of Derivative Liability	The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of September 30, 2019 and December 31, 2018: Fair value measured at September 30, 2019 Total carrying value at September 30, 2019 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant Unobservable inputs (Level 3) Liabilities: Derivative liabilities $ 97,869 $ - $ - $ 97,869 Fair value measured at December 31, 2018 Total carrying value at December 31, 2018 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant Unobservable inputs (Level 3) Liabilities: Derivative liabilities $ - $ - $ - $ -

Related Party Transactions (Tab

Related Party Transactions (Tables)	9 Months Ended
	Sep. 30, 2019
Related Party Transactions [Abstract]
Schedule of Related Party Transactions	Fees earned during the period are as follows: Nine months ended September 30, 2019 Nine months ended September 30, 2018 Management fees $ 87,000 $ 18,000

Basis of Presentation (Details)

Basis of Presentation (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Derivative liabilities	$ 97,869
Fair Value, Recurring [Member]
Derivative liabilities	97,869
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Derivative liabilities	$ 97,869

Basis of Presentation (Details

Basis of Presentation (Details 2)	9 Months Ended
	Sep. 30, 2019USD ($)
Fair value, Beginning
Fair value, Ending	97,869
Fair Value, Recurring [Member]
Fair value, Beginning
Fair value, Ending	97,869
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair value, Beginning
Fair value on the date of issuance recorded as a debt discount	63,656
Fair value on the date of issuance recorded as a loss on derivatives	29,653
Gain on change in fair value of derivatives	4,560
Fair value, Ending	$ 97,869

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Related Party Transactions [Abstract]
Management fees	$ 87,000	$ 18,000

Related Party Transactions (D_2

Related Party Transactions (Details Narrative) - USD ($)	Apr. 30, 2019	Oct. 01, 2018	Jul. 02, 2016	Mar. 01, 2012	Sep. 30, 2019	Dec. 31, 2018
Accounts payable - related party are the fees earned but not yet paid					$ 189,877	$ 164,841
President [Member] | Management Service [Member]
Management Services to President per month	$ 11,500	$ 6,000	$ 2,000	$ 4,000

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Disclosure Notes Payable Details Narrative Abstract
Notes Payable	$ 326,900	$ 244,000
Company Received advance for unrelated parties	$ 82,900