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.
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(Exact name of Registrant as specified in its charter)
Nevada 333-227286 467-4046237
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
75 E Santa Clara St., 6th Floor
San Jose, CA 95113
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(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
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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
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J. Jacob Isaacs, Chief Executive
Officer