SEC Info - Pedro’s List, Inc. - ‘10-Q’ for 7/31/23

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i ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

i ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. i Yes[X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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). i Yes [X ] 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," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

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. i ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] i NO [X]

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: i 63,593,986 shares of common stock as of the date of September 14, 2023.

The accompanying footnotes are an integral part of these unaudited condensed financial statements.

Statements made in this Quarterly Report, which are not purely historical, are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

In May 2022, we acquired Pedro’s List, LLC which is in the technology business to provide online service to consumers in the Mexican market.

Our plan of operation for the next 12 months is to: (i). execute on the proof of concept and differentiators, (ii) establish the market for our services (iii) assemble a team of highly skilled and experienced people (iii) execute the technology and establish a revenue base for our services. During the next 12 months, our cash requirements include expenses to market our technology; expenses to set up facilities and systems set ups to provide the services to the consumers; the payment of our SEC reporting and filing expenses, including associated legal and accounting fees; and costs incident to maintaining our good standing as a corporation in our state of organization. We anticipate that we will need to raise additional equity funds to successfully commence and operate not only our online technologies but create a system of providers to the consumer. We have no commitment to raise any additional funds at the present time, and we can offer no assurance that we will be able to raise additional funds on terms acceptable to the Company.

As of July 31, 2023, we had total current assets of $2,953 consisting of $2,953 in cash. We had $377,652 in total current liabilities as of July 31, 2023. Our total current liabilities of $377,652 consisted of notes payable $244,660, notes payable-related party of $8,125, accounts payable and accrued expenses of $39,574, accounts payable and accrued expenses-Related parties of $60,293 and deposits for purchase of common stock of $25,000. See our Plan of Operation above for information about our cash requirements for the next 12 months.

For a description of the various loans that the Company has outstanding see footnotes 4 and 5 to the Company’s financial statements included herein. The Company intends to repay these loans from future revenues and offerings of capital raises, though none have been formally established at the date of this report.

See the Exhibit Index below to determine where copies of the various promissory notes and/or amendments are located. The Company may seek additional loans from third parties on the same or similar terms in the near future on a as needed basis, but the Company can offer no assurance that additional funds will be available to the Company.

The Company received an additional $25,000 in August 2023 to purchase newly issued restricted common stock from the Company.

We incurred general and administrative expenses of $118,781 for the quarter ended July 31, 2023, an increase of $26,256 from the $92,525 of general and administrative expenses incurred during the quarter ended July 31, 2022. The increase was due to increases in consulting fees paid to the management of the Company. The other increases were due to professional fees paid and IT consultants.

We incurred interest expenses of $0 in the quarter ended July 31, 2023, a decrease of $1,070 from $1,070 of interest expense incurred in the quarter ended July 31, 2022. The decrease is due to the decrease in the aggregate principal balance of the notes payable in the later period from the conversion of the borrowings into common stock.

Certain note holders in the quarter ended July 31, 2023, forgave their notes in the amount of $16,150.

We incurred a net loss of $102,631 or approximately $0.00 per share, in the quarter ended July 31, 2023, which is $638,703 than the net loss of $741,334 incurred in the quarter ended July 31, 2022. The decrease in the net loss incurred in the later period is largely attributable to the impairment loss of $647,739 incurred in the quarter ended July 31, 2022.

The cash flows from operating activities during the quarter ended July 31, 2023, consisted of the following: The net loss of $102,632 partially offset by $16,150 from the non-cash forgiveness of notes payable, a $23,741 decrease in accounts payable and accrued expenses, a increase in accounts payable and accrued expenses-Related parties of $52,994 and an increase in deposits for the purchase of common stock of $25,000, resulting in net cash used in operating activities of $32,229.

The cash flows from operating activities during the prior quarter ended July 31, 2022, consisted of the following: The net loss of $690,379 partially offset by a non-cash impairment loss of $647,739, an increase of $33,765 in accounts payable and accrued expenses and an increase in accounts payable and accrued expenses-Related parties of $8,000, resulting in net cash used in operating activities of $875.

The cash flows from financing activities during the quarter ended July 31, 2023, consisted of the following: We received proceeds from the sale of newly issued common stock in the amount of $35,000, resulting in net cash provided by financing activities of $35,000.

The cash flows from financing activities during the quarter ended July 31, 2022, were $1,000 from an increase in notes payable of $1,000.

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has sustained operating losses during the current year-to-date and may not achieve the level of profitable operations to sustain its activities. These factors raise substantial doubt as to its ability to obtain debt and/or equity financing and achieve profitable operations.

Management intends to raise additional operating funds to fund operations for the next 12 months through proceeds to be received from the raising funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. Ultimately, the Company will need to achieve profitable operations in order to continue as a going concern.

There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail its operations.

The Company qualifies as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging grown company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company may elect to take advantage of the benefits of this extended transition period in the future.

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Smaller reporting companies are not required to provide the information required by this item.

As required by Rule 13a-15 under the Exchange Act, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures at July 31, 2023, which is the end of the fiscal quarter covered by this report. This evaluation was carried out by our principal executive officer and our principal financial officer. Based on this evaluation our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures were not effective as at the end of the period covered by this report. Given the size of our current operation and existing personnel, the opportunity to implement internal control procedures that segregate accounting duties and responsibilities is limited. Until the organization can increase in size to warrant an increase in personnel, formal internal control procedures will not be implemented until they can be effectively executed and monitored. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Management believes that despite our material weaknesses set forth above, our consolidated financial statements for the quarter ended July 31, 2023, are fairly stated, in all material respects, in accordance with U.S. GAAP.

During the quarter ended July 31, 2023, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As a smaller reporting company, we are not required to provide the information required by this item.

The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference, and can be found in their entirety in our Registration Statement on Form S-1, filed under SEC File Number 333-201215, at the SEC website at www.sec.gov:

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.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Large accelerated filer ☐		Accelerated filer ☐
i Non-accelerated filer☐	Smaller reporting company i ☒	Emerging growth company i ☒

Item #	Description	Page Numbers

	PART I

ITEM 1	UNAUDITED FINANCIAL STATEMENTS AND NOTES TO FINANCIAL STATEMENTS	3

ITEM 2	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16

ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	18

ITEM 4	CONTROLS AND PROCEDURES	18

	PART II

ITEM 1	LEGAL PROCEEDINGS	19

ITEM 1A	RISK FACTORS	19

ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	19

ITEM 3	DEFAULTS UPON SENIOR SECURITIES	19

ITEM 4	MINE SAFETY DISCLOSURES	19

ITEM 5	OTHER INFORMATION	19

ITEM 6	EXHIBITS	19

	SIGNATURES	20

	PAGE


CONDENSED BALANCE SHEETS (UNAUDITED)	4

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)	5

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)	6

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)	7

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS	8

	July 31,			October 31,
	2023			2022

ASSETS

Current Assets
Cash	$	i 2,953		$	i 17,518
Note receivable		—			i 6,000

Total Current Assets		i 2,953			i 23,518

Total Assets	$	i 2,953		$	i 23,518

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities
Notes payable	$	i 244,660		$	i 296,829
Note payable- Related party		i 8,125			i 37,500
Accounts payable and accrued expenses		i 39,574			i 30,113
Accounts payable and accrued expenses- Related party		i 60,293			i 5,363
Deposits for purchase of common stock		i 25,000			—

Total Current Liabilities		i 377,652			i 369,805

Total Liabilities		i 377,652			i 369,805

Commitments and contingencies		—			—

Stockholders (Deficit)
Preferred stock, $ i i .00001 / par value, i i 125,000,000 / shares authorized,
i i 10,000,000 / designated as Series A Preferred Stock, i i i i 0 / / / shares issued
Preferred stock, $.00001 par value, 125,000,000 shares authorized, 10,000,000 designated as Series A Preferred Stock, 0 shares issued and outstanding at July 31, 2023 and October 31, 2022		—			—
Common stock, $ i i 0.00001 / par value, i i 750,000,000 / shares authorized;
i i 63,593,986 / and i i 50,073,887 / shares issued and outstanding at
Common stock, $0.00001 par value, 750,000,000 shares authorized; 63,593,986 and 50,073,887 shares issued and outstanding at July 31, 2023 and October 31, 2022		i 636			i 501
Additional paid-in capital		i 1,805,379			i 1,371,499
Accumulated (Deficit)		( i 2,180,714	)		( i 1,718,287	)

Total Stockholders' (Deficit)		( i 374,699	)		( i 346,287	)

Total Liabilities and Stockholders' (Deficit)	$	i 2,953		$	i 23,518

Pedro’s List, Inc. – ‘10-Q’ for 7/31/23

On: Thursday, 9/14/23, at 4:49pm ET · For: 7/31/23 · Accession #: 1017386-23-327 · File #: 333-201215

Previous ‘10-Q’: ‘10-Q’ on 6/20/23 for 4/30/23 · Latest ‘10-Q’: This Filing

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Condensed Consolidated Statements of Operations
For the Three and Nine Months Ended July 31, 2023 and 2022
(Unaudited)


	Three Months Ended						Nine Months Ended
	July 31,						July 31,
	2023			2022			2023			2022

Revenues	$	—		$	—		$	—		$	—

Total revenues		—			—			—			—

Operating Expenses
General and administrative		i 118,781			i 92,525			i 443,306			i 50,955

Total operating expenses		i 118,781			i 92,525			i 443,306			i 50,955

(Loss) before other expenses		( i 118,781	)		( i 92,525	)		( i 443,306	)		( i 50,955	)

Other (expense)
Loss from debt conversion		—			—			( i 8,125	)		—
Impairment loss		—			( i 647,739	)		—			( i 647,739	)
Impairment loss on note receivable		—			—			( i 6,000	)		—
Forgiveness of debt		i 16,150						i 16,150
Interest income		—			—			i 7			—
Interest (expense)-Related party		—			—			( i 1,153	)		—
Interest (expense)		—			( i 1,070	)		( i 20,000	)		( i 1,070	)

Total other (expense)		i 16,150			( i 648,809	)		( i 19,121	)		( i 648,809	)

(Loss) before income taxes		( i 102,631	)		( i 741,334	)		( i 462,427	)		( i 699,764	)
Income taxes		—			—			—			—

Net (loss)	$	( i 102,631	)	$	( i 741,334	)	$	( i 462,427	)	$	( i 699,764	)


(Loss) per share- Basic and diluted	$	( i 0.00	)	$	( i 10.76	)	$	( i 0.01	)	$	( i 11.87	)

Weighted average shares outstanding
Weighted average shares outstanding Basic and diluted		i 63,508,937			i 68,887			i 62,068,482			i 58,942

PEDRO'S LIST, INC.
(Formerly Quest Management, Inc.)
Condensed Consolidated Statements of Cash Flows
For the Nine Months Ended July 31, 2023 and 2022
(Unaudited)


Cash	$	i 45,198
Intercompany debt offset		i 18,155
Note receivable		i 6,000
Total assets acquired		i 69,353

Accounts payable and accrued expenses		i 9,682
Notes payable		i 157,410
Total liabilities assumed		i 167,092
Net debt assumed		i 97,439
Common stock issued		i 550,000
Amount allocated to goodwill (impaired)	$	i 647,439

	July 31, 2023		October 31, 2022
Notes payable, non-interest bearing, due upon demand, unsecured. (1)	$	i 53,269	$	i 53,269
Note payable, non-interest bearing, due upon demand, unsecured. (1)		i 32,410		i 32,410
Note payable, non-interest bearing, due on August 23, 2023, unsecured. (1)		i 49,995		—
Note payable, i 10% per month interest, due with interest on September 1, 2023, secured by assets of the company		—		i 50,000
Note payable, non-interest bearing, due upon demand, unsecured. (1)		i 108,986		i 45,000
Note payable, non-interest bearing, due upon demand, unsecured.		—		i 100,000
Note payable, non-interest bearing, due upon demand, unsecured.		---		i 6,150
Notes payable, non-interest bearing, due upon demand, unsecured		---		i 10,000

Total due		i 244,660		i 296,829
Current Portion		i 244,660		i 296,829
Long-term portion	$	—	$	—

Exhibit Number		Description
3.1		Articles of Incorporation*
3.2		Bylaws*
31.1		Sec. 302 Certification of Principal Executive Officer
31.2		Sec. 302 Certification of Principal Financial Officer
32.1		Sec. 906 Certification of Principal Executive Officer
32.2		Sec. 906 Certification of Principal Financial Officer
101		Interactive data files pursuant to Rule 405 of Regulation S-T

	PEDRO’S LIST, INC.
	(Registrant)

Dated: September 14, 2023	By:	/s/ *Andrew Birnbaum*
		Andrew Birnbaum
		(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Sole Director)

This ‘10-Q’ Filing	Date	Other Filings

	10/31/23
Filed on:	9/14/23
	9/1/23
	8/23/23
For Period end:	7/31/23
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