0001004878-20-000046.txt : 20200317 0001004878-20-000046.hdr.sgml : 20200317 20200317132242 ACCESSION NUMBER: 0001004878-20-000046 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200225 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200317 DATE AS OF CHANGE: 20200317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIERRE CORP. CENTRAL INDEX KEY: 0001652958 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 474046237 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-55647 FILM NUMBER: 20720272 BUSINESS ADDRESS: STREET 1: 750 N. SAN VICENTE, SUITE 800 WEST CITY: WEST HOLLYWOOD STATE: CA ZIP: 90069 BUSINESS PHONE: 818-855-8199 MAIL ADDRESS: STREET 1: 750 N. SAN VICENTE, SUITE 800 WEST CITY: WEST HOLLYWOOD STATE: CA ZIP: 90069 FORMER COMPANY: FORMER CONFORMED NAME: Wadena Corp. DATE OF NAME CHANGE: 20150911 8-K/A 1 form8kamd203note3-20.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 25, 2020 PIERRE CORP. --------------------------------- (Exact name of Registrant as specified in its charter) Nevada 333-227286 467-4046237 ------------------- -------------------- ------------------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 75 E Santa Clara St., 6th Floor San Jose, CA 95113 ---------------------------------------- (Address of principal executive offices, including Zip Code) Registrant's telephone number, including area code: (818) 855-8199 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) on Which Registered ------------------- ----------------- --------------------- None N/A N/A Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (ss.203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (ss.204.12b-2 of this chapter. 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. [ ] 1 Item 2.03. Creation Of Direct Financial Obligation Or An Obligation Under An Off-Balance Sheet Arrangement Of A Registrant. During February and March 2020 the Company sold convertible notes in the principal amount of $164,000. The notes are unsecured, bear interest at 8% per year, and are due and payable on February 15, 2021 At the option of the holder, the notes can be converted into shares of the Company's common stock. The number of shares of the Company's common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.25. Item 3.02. Unregistered Sale of Equity Securities. The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with sale of the securities described in Item 2.03 of this report. The persons who acquired these securities were sophisticated investors and were provided full information regarding the Company's operations. There was no general solicitation in connection with the sale of the notes. The persons who acquired the notes acquired them for their own accounts. The notes cannot be sold except pursuant to an effective registration statement or an exemption from registration. Item 9.01 Financial Statement and Exhibits Number Description 4.1 Form of Convertible Note 2 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 hereunto duly authorized. Date: March 16, 2020. PIERRE CORP. By: /S/ J. Jacob Isaacs ------------------------------- J. Jacob Isaacs, Chief Executive Officer EX-4 2 form8k203noteex41march-20.txt EXHIBIT 4.1 $------------ CONVERTIBLE NOTE Pierre Corp., a corporation duly organized and existing under the laws of Nevada (herein referred to as the "Company"), for value received, hereby promises to pay to the order of __________________, the principal sum of $___________ on or before February 15, 2021, at the office of the Company in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, and to pay interest on said principal sum at the rate of 8% per annum, at said office, in like coin or currency. At the option of the holder hereof, this Note or any portion hereof which is $100 or any integral multiple of $100 may, at any time on or before the payment of this Note, be converted at the principal amount hereof, or of such portion hereof, into fully paid and nonassessable shares of common stock of the Company upon surrender of this Note to the Company at its office or agency, accompanied by written notice of election to convert and (if so required by the Company) instruments of transfer in form satisfactory to the Company, duly executed by the holder or by his duly authorized attorney. The number of shares of the Company's common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.25. This Note shall be deemed to be a contract made under the laws of Nevada and for all purposes shall be construed in accordance with the laws of Nevada. Dated: _________, 2020 PIERRE CORP. By: ---------------------------------------- J. Jacob Isaacs, Chief Executive Officer