Current Report Filing (8-k)
November 09 2022 - 6:01AM
Edgar (US Regulatory)
0001627554
false
0001627554
2022-10-11
2022-10-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
October 11, 2022
Date of Report
(Date of earliest event reported)
Pedro’s List, Inc.
(Exact name of registrant as specified in its
charter)
797 South First Street
Fulton, NY 13069
(Address of principal
executive offices, including zip code.)
(714)
599-2126
(Telephone number, including area code)
| Nevada |
333-201215 |
32-0450509 |
| (State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
N/A
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act: None.
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| N/A |
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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒
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.
Item 3.02 Unregistered Sales of Equity Securities.
On October 11, 2022, the Company issued 37,500,000
restricted shares of common stock to Eden Miller, 10,000,000 shares of restricted common stock to Andrew Birnbaum, and 2,500,000 shares
of restricted common stock to Abdul Saddiqui for their service as directors of the Company and otherwise. These issuances were made in
reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act. Following these issuances, the Company had
50,073,887 shares of its common stock outstanding.
Item 5.01 Changes in Control of the Registrant.
On October 11, 2022, Eden Miller acquired control
of the Company through the issuance of 37,500,000 restricted shares of common stock as described in Item 3.02 above. Mr. Miller now owns
74.89% of the common and voting shares of the Company.
Item 5.02 Departure of Directors of Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 11, 2022 Eden Miller and Dr. Abdul Saddiqui
were elected to serve of the Company’s Board of Directors. Each of Mr. Miller and Dr. Saddiqui will serve on the Board of Directors
until their respective resignation or removal.
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.
Dated: November 8, 2022
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PEDRO’S LIST, INC. |
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By: /s/ Andrew Birnbaum |
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Andrew Birnbaum |
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President and Director |
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