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EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE AND FINANCIAL OFFICER PURSUANT TO SECTION 906 O - PIERRE CORP.exhibit32.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES - PIERRE CORP.exhibit312.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES - PIERRE CORP.exhibit311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM 10-Q


x   Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


For the quarterly period ended June 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


 

 

 

 

WADENA 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


 

 

 

 

14 Wall Street, 20th 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


State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 144,525,000 shares of $0.001 par value common stock outstanding as of August 15, 2018.



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PART I. FINANCIAL INFORMATION


Item 1.   Financial Statements




2





WADENA CORP.

BALANCE SHEET

(UNAUDITED)

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

June 30,

2018

December 31, 2017

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash

 

 

 

 

 $      106,359

 $                 -

Total currents assets

 

 

106,359

-

Property and equipment, net

 

 

412

1,184

Total assets

 

 

 

 $      106,771

 $          1,184

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

 

 

 

 

 

Accounts payable

 

 

 

 $       4,817

 $          4,879

Accounts payable - related party

 

150,341

144,500

Notes payable

 

 

 

244,000

224,000

Notes payable - related party

 

 

39,500

38,488

Total current liabilities

 

 

438,658

411,867

Total liabilities

 

 

 

438,658

411,867

 

 

 

 

 

 

 

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,

 

     144,525,000 and 141,525,000 shares issued and outstanding at June 30, 2018 and

 

 

     and December 31, 2017, respectively

144,525

141,525

Additional paid in capital

 

 

36,875

(110,125)

Accumulated deficit

 

 

(513,287)

(442,083)

Total stockholders' deficit

 

 

(331,887)

(410,683)

Total liabilities and stockholders' deficit

 

 $      106,771

 $          1,184



The accompanying notes are an integral part of these financial statements.



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WADENA CORP.


STATEMENTS OF OPERATIONS

For the three and six months ended June 30, 2018 and 2017

(Unaudited)



 

Three months ended

June 30, 2018

Three months ended

June 30, 2017

Six months ended

June 30, 2018

Six months ended

June 30, 2018

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

Depreciation

$           386

$           386

$          772

$           772

 

 

 

 

 

General and administration

51,473

18,063

70,432

35,028

 

 

 

 

 

Total operating expenses

51,859

18,449

71,204

35,800

 

 

 

 

 

Net loss

$   (51,859)

$   (18,449)

$   (71,204)

$   (35,800)

 

 

 

 

 

Net loss per share

 

 

 

 

 

 

 

 

 

Basic and diluted

$       (0.00)

$       (0.00)

$       (0.00)

$       (0.00)

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

Basic and diluted

142,471,154

141,525,000

142,000,691

141,525,000




The accompanying notes are an integral part of these financial statements.




4



WADENA CORP.

STATEMENTS OF CASH FLOWS

For the six months ended June 30, 2018 and 2017

(Unaudited)


 

 

 

 

Six months ended

Six months ended

 

June 30, 2018

June 30, 2017

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net loss

$            (71,204)

$         (35,800)

 

 

 

Adjustment to reconcile net loss to cash used in operating activities:

 

 

Depreciation expense

772

772

Net change in:

 

 

Accounts payable

(62)

(919)

Accounts payable - related party

5,841

12,000

 

 

 

CASH FLOWS USED IN OPERATING ACTIVITES

(64,653)

(23,947)

 

 

 

CASH FLOWS FROM FINANCING ACTIVITES:

 

 

 

 

 

Proceeds from sale of common stock

150,000

-   

Proceeds from notes payable, related party

20,012

13,500

Payment on notes payable, related party

(19,000)

-   

Proceeds from notes payable

20,000

12,000

 

 

 

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

171,012

25,500

 

 

 

NET CHANGE IN CASH

106,359

1,553

 

 

 

Cash, beginning of period

-   

1,671

Cash, end of period

 $            106,359

 $             3,224

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION

 

 

 

 

 

Cash paid on interest expenses

 $                        -   

 $                    -   

Cash paid for income taxes

 $                      -   

 $                      -   




The accompanying notes are an integral part of these financial statements.




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WADENA CORP.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2018

(UNAUDITED)


Note 1.

Basis of Presentation


The accompanying unaudited interim financial statements of Wadena Corp. (“Wadena” 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.


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.



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During the three months ended June 30, 2018 we sold 3,000,000 shares of our common stock to 13 persons in a private offering at a price of $0.05 per share.


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 June 30, 2018 the Company had not yet achieved profitable operations, has accumulated losses of $513,287 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.


Note 4.

Related Party Transactions


Notes payable-related party 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 December 31, 2017, the notes totaled $38,488. During the period ended June 30, 2018, the Company received a note payable, net of a repayment, in the amount of $1,012 from the President of the Company. The note is unsecured, non-interest bearing and had no specific terms for repayment. As of June 30, 2018, the note payable totaled $39,500.


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 $150,341 and $144,500 at June 30, 2018 and December 31, 2017, respectively.  The table below shows management fees charged to expense for the periods indicated.


 

 

Six months ended

June 30, 2018

Six months ended

June 30,   2017

 

 

 

 

 

Management fees

$       12,000

$        12,000




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Note 5.

Notes Payable


During the period ended June 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 June 30, 2018 and December 31, 2017 the advances totaled $244,000 and $224,000, respectively.


Note 6.

Equity Transactions


During the three months ended June 30, 2018 the Company sold 3,000,000 shares of its common stock to 13 persons in a private offering at a price of $0.05 per share.


Note 7.

Subsequent Events


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.


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.


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.


In July 2018, the Company sold 234,000 shares of common stock to two third party investors at a price of $0.05 per share, for a total proceeds of $11,700.


Management has evaluated subsequent events through the date that these financial statements were available to be issued.  Other than the foregoing, there have been no events that would required adjustment to or disclosure in the financial statements.



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Item 2.

Management’s Discussion and Analysis of Financial Conditions and Results of Operations


The following discussion and analysis by our management of our financial condition and results of operations should be read in conjunction with our unaudited condensed interim financial statements and the accompanying related notes included in this quarterly report and our audited financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the Securities and Exchange Commission.


Cautionary Statement Regarding Forward-Looking Statements


This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act, and we intend that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Any such forward-looking statements would be contained principally in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.” Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities and the effects of regulation. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions.


Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss many of these risks in greater detail in “Risk Factors.” Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. You should read this report and the documents that we reference in this report and have filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.


Overview


Unless otherwise indicated or the context otherwise requires, all references in this Form 10-Q to “we,” “us,” “our,” “our company,” “Wadena” or the “Company” refer to Wadena Corp.


We were incorporated in Nevada on January 21, 2011.  Since our incorporation, we have attempted to become involved in a number of business ventures, all of which were unsuccessful and which we have abandoned.


In February 2018 we decided to become involved in the marijuana industry.


We now plan to own and operate medical and adult marijuana cultivation facilities, manufacturing facilities and dispensaries in California.  The first step in our business plan is to acquire licenses to cultivate, manufacture and dispense marijuana.  



9




We currently have 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, we will issue LGM 35,381,250 shares of our common stock in consideration for the assignment of the license to us.


If LGM is awarded a micro license for the City of Commerce, we will issue LGM 35,381,250 shares of our common stock in consideration for the assignment of the license to us.


We estimate that it will require six months and cost $750,000 to build and equip a cultivation and manufacturing facility in either Long Beach or the City of Commerce.


Our estimated costs to operate a cultivation/manufacturing facility are:


Description

Monthly Amount (1)


Nutrients/grow supplies

$10,000

Utilities

18,700

Product testing

2,500

Transportation

1,000

Labor

25,000

Security

2,500

Insurance

1,000

Rent

15,000

Legal

5,000

$80,700


(1)

Does not include licensing fees or state or local taxes, as the amounts will depend on the location of the cultivation/manufacturing facility.


If LGM is awarded only one license, or if LGM us not awarded any licenses we will attempt to acquire licenses from other persons who have either applied for or been granted marijuana licenses in California.  Although our preference is to acquire micro licenses, we may acquire separate cultivation, manufacturing or dispensary licenses.


We do not intend to acquire a license associated with a facility or dispensary which is in operation.


We may also apply for a marijuana cultivation, manufacturing or dispensary license in our own name.


J. Jacob Isaacs, our only officer and director, and the owner of 78,750,000 shares of our common stock, will sell to us, for $100, the same number of shares which we may issue to LGM.




10



Critical Accounting Policies


Use of Estimates and Assumptions


The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, and (ii) the reported amount of expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.


These estimates and assumptions also affect the reported amounts of costs and expenses during the reporting period.  Management evaluates these estimates and assumptions on a regular basis.  Actual results could differ from those estimates.


Results of Operations for the three and six months ended June 30, 2018, compared to three and six months ended June 30, 2017.


During the three and six months ended June 30, 2018 General and Administrative Expenses increased from the comparable periods in 2017 as a result of the change in our business plan.


Liquidity and Capital Resources


Our sources and (uses) of cash for the six months ended June 30, 2018 and 2017 were:

 

 

2018

 

2017

 

 

 

 

 

 

Cash (used in) operations

 

$

(64,653

)

 

$

(23,947

)

Sale of common stock

 

$

150,000

 

 

 

--

 

Proceeds from advances, related party

 

$

20,012

 

 

$

13,500

 

Payment on advances, related party

 

$

(19,000)

 

 

 

--

 

Proceeds from advances, unrelated party

 

$

20,000

 

 

$

12,000

 


Going Concern


The unaudited financial statements accompanying the report have been prepared on a going concern basis, which assumes that our company will be able to meet our obligations and continue our operations for our next fiscal year. Realization values may be substantially different from carrying values as shown and the financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should we be unable to continue as a going concern. At June 30, 2018, we have not yet achieved profitable operations, have accumulated losses of $513,287 and expect to incur further losses in the development of our business, all of which raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that we 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.




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There are no assurances that we will be able to obtain further funds required for our continued operations. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be forced to scale down or perhaps even cease the operation of our business.






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PART II- OTHER INFORMATION


Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


The Company sold shares of common stock for that were not reported on a Current Report on Form 8-K or in Part II, Item 5 of the Annual report on Form 10-K and such transactions are being reported hereby, as follows.


During May 25 through June 19, 2018, third party investors purchased 3,000,000 shares of common stock for a purchase price of $0.05 per share totaling $150,000.


During July 2018, third party investors purchased 234,000 shares of common stock for a purchase price of $0.05 per share totaling $11,700.


The issuances of these securities did not involve the payment of any sales commissions and were exempt pursuant to Section 4(a)(2) of the Securities Act of 1933. 


Item 4.  

CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Under the direction and with the participation of the Company’s management, including the Company’s Chief Executive and Chief Financial Officer, the Company has conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of June 30, 2018. The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its periodic reports with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching its desired disclosure control objectives. Based on the evaluation, the Chief Executive and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2018.  

 

Changes in Internal Control over Financial Reporting

 

There was no change in the Company’s internal control over financial reporting that occurred during the six months ended June 30, 2018 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


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

Certification pursuant to Section 906 of the Sarbanes-Oxley Act.




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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:   August 20, 2018

WADENA CORP.



By: /s/ J. Jacobs Isaacs

J. Jacob Isaacs, Principal Executive, Financial and Accounting Officer




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