10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

Amendment No. 1

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 ☒

1

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.

2

EXPLANATORY NOTE

Due to a filing error, the XBRL documents were not included with the registrant’s Form 10-Q filed with the SEC on November 13, 2018. The sole purpose of this Amendment No. 1 to the registrant’s Form 10-Q for the interim period ended September 30, 2018 is to furnish Exhibits 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.

No other changes have been made to the registrant’s Form 10-Q. This Amendment No. 1 does not reflect any subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the original filings.

3

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.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act.
101.INS	XBRL Instance File
101.SCH	XBRL Taxonomy Extension Schema Linkbase Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

4

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

5

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, J. Jacob Isaacs, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Pierre Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

      a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

      b) designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

      c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

      d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

      a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

      b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant's internal control over financial reporting.

November 13, 2018	/s/ J. Jacob Isaacs
	J. Jacob Isaacs, Principal Financial Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, J. Jacob Isaacs, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Pierre Corp.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

      a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

      b) designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

      c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

      d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

      a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

      b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant's internal control over financial reporting.

November 13, 2018	/s/ J. Jacob Isaacs
	J. Jacob Isaacs, Principal Executive Officer

EX-32.1

EXHIBIT 32.1

In connection with the Quarterly Report of Pierre Corp. (the "Company") on Form 10-Q/A for the period ending September 30, 2018 as filed with the Securities and Exchange Commission (the "Report"), J. Jacob Isaacs, the Company’s Principal Executive and Financial Officer, certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2013, that to the best of their knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of the Company.

November 13, 2018	/s/ J. Jacob Isaacs
	J. Jacob Isaacs, Principal Executive, Financial and Accounting Officer

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 13, 2018
Document And Entity Information
Entity Registrant Name	PIERRE CORP.
Entity Central Index Key	0001652958
Document Type	10-Q/A
Document Period End Date	Sep. 30, 2018
Amendment Flag	true
Amendment Description	<p style="color: rgb(0, 0, 0); text-indent: 0px; margin-top: 0pt; margin-bottom: 0">The sole purpose of this amendment to our Quarterly Report on Form 10-Q for the quarterly period ended September;30, 2018, originally filed with the Securities and Exchange Commission on November 13, 2018, is to include the XBRL (eXtensible Business Reporting Language) Interactive Data File for the financial statements of the Form 10-Q.</p> <p style="color: rgb(0, 0, 0); text-indent: 0px; margin-top: 12pt; margin-bottom: 0">No other changes have been made to the Form 10-Q. This Amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q that may have been affected by subsequent events.</p>
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		145,259,000
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2018
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Ex Transition Period	false

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BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2018	Dec. 31, 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
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

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BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 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	145,259,000	141,525,000
Common Stock, Shares Outstanding	145,259,000	141,525,000

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STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 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

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STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 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
Payment on notes payable, related party	(52,500)
Proceeds from notes payable	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

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Basis of Presentation

9 Months Ended

Sep. 30, 2018

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 2017, as reported in the Company’s Form 10-K, have been omitted.

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General

9 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

General

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.

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Going Concern

9 Months Ended

Sep. 30, 2018

Going Concern

Going Concern

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.

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Related Party Transactions

9 Months Ended

Sep. 30, 2018

Related Party Transactions [Abstract]

Related Party Transactions

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	$	18,000

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Notes Payable

9 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Notes Payable

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.

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Equity Transactions

9 Months Ended

Sep. 30, 2018

Disclosure Equity Transactions Abstract

Equity Transactions

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

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Subsequent Events

9 Months Ended

Sep. 30, 2018

Subsequent Events [Abstract]

Subsequent Events

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.

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Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2018

Related Party Transactions [Abstract]

Schedule of Related Party Transactions

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	$	18,000

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Related Party Transactions (Details) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Related Party Transactions [Abstract]
Management fees	$ 18,000	$ 18,000

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Related Party Transactions (Details Narrative) - USD ($)	Jul. 02, 2016	Mar. 01, 2012	Sep. 30, 2018	Dec. 31, 2017
Accounts payable - related party are the fees earned but not yet paid			$ 152,841	$ 144,500
President [Member] | Management Service [Member]
Management Services to President per month	$ 2,000	$ 4,000

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Equity Transactions (Details Narrative)	3 Months Ended
	Sep. 30, 2018 $ / shares shares
Disclosure Equity Transactions Details Narrative Abstract
Number of common stock sold | shares	3,734,000
Offering price per share | $ / shares	$ .05