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

~~February~~Date 22of Report (Date of earliest event reported): January 11, ~~2023~~2024

Date of Report

(Date of Earliest Reported Event)

Pedro’s List, Inc.

(Exact name of registrant as specified in its charter)

Nevada	333-201215	32-0450509
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11700 West Charleston Blvd.

Suite 170-174

Las Vegas, NV 89135

~~702-985-7544~~(Address of principal executive offices, including zip code.)

Nevada	333-201215	32-0450509
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

(702) 985-7544
(Telephone number, including area code)

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)

☐	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-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. ☐

10-31

PEDRO’S LIST, INC.

Form 8-K

Current Report

Item 54.~~02.~~01 ~~Departure~~Change ofin ~~Directors~~Registrant’s orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Accountant

~~On February 22, 2023, the Board of Directors~~ (~~the “Board”~~a) ~~of Pedro’s List, Inc. (the “Company”) elected Mr. William W Hodges and Mr. C.~~ Dismissal ~~Michael Bussey as independent members~~ of ~~the~~Independent ~~Company’s~~Registered ~~Board~~Public ofAccounting ~~Directors~~Firm. Both will serve until the next annual meeting of the Corporation or until their respective successor is duly appointed. The Company’s current Board of Directors has affirmatively determined that both Mr. Hodges and Mr. Bussey meet the applicable standards for independent directors under both the rules of the New York Stock Exchange and Rule 10A-3 under the Securities Exchange Act of 1934. Other than the foregoing, neither Mr. Hodges or Mr. Bussey is party to any arrangement or understanding with any person, pursuant to which they were appointed as a director of the Company, nor is a party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

AsOn ofJanuary 11, 2024, the ~~date~~Company ofdismissed ~~this~~Gries ~~Report~~& Associates, ~~and~~ ~~taking~~LLC ~~into~~(“Gries”) ~~account~~as the ofCompany’s ~~the~~independent ~~appointments~~registered ofpublic accounting ~~both Mr~~firm. ~~Hodges~~The ~~and~~board ~~Mr.~~of ~~Bussey,~~directors of the Company’s ~~Board~~approved ofthe ~~Directors~~dismissal ~~and Executive Officers consist~~ of ~~the following persons:~~Gries.

~~NAME~~The ~~POSITION(S)~~reports of TOGries ~~WHICH~~on ~~APPOINTED~~the ~~Andrew~~Company’s ~~Birnbaum~~financial ~~Chief~~statements ~~Executive~~for ~~Officer~~each of fiscal years ended October 31, ~~Chief~~2022, ~~Financial~~and ~~Officer~~2021 did not contain an adverse opinion or a disclaimer of opinion, ~~President~~nor were they qualified or modified as to uncertainty, ~~Treasurer~~audit scope or accounting principle, ~~Secretary~~except Gries’ &audit ~~Director~~report ~~Eden~~dated ~~Miller~~March ~~Director~~15, ~~Dr.~~2023, ~~Abdul~~related ~~Saddiqui~~to ~~Director~~the ~~William~~Company’s Wfinancial ~~Hodges~~statements ~~Independent~~for ~~Director~~the C.year ~~Michael~~ended ~~Bussey~~October ~~Independent~~31, ~~Director~~2022, contained an explanatory paragraph as to the uncertainty of the Company’s ability to continue as a going concern.

~~The~~During the ~~Biographies~~fiscal ~~for~~years ended October 31, 2022 and 2021, and the ~~members~~subsequent interim period through July 31 2023, there were no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between the Company and Gries on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures that, if not resolved to Gries’s satisfaction, ~~Board~~would have caused Gries to make reference to the subject matter of ~~Directors~~the ~~and~~disagreement in connection with its ~~Executive~~audit ~~Officers~~reports. The ~~follow~~Company disclosed in its Form 10-K for the fiscal year ended October 31, 2022, that its internal control over financial reporting was not effective as of June 30, 2022 due to material weaknesses in internal control over financial reporting related to components of the COSO framework which arose from the limited number of number of staff at the Company and the inability to achieve proper segregation of duties: (i) the Company lacked effective controls for ensuring the accuracy of reporting over significant account balances, including the review, approval, and documentation of related transactions and account reconciliations and other complex accounting procedures; and, (ii) the Company lacked effective controls because their directors are not independent. As a result of these material weaknesses, management concluded that the Company did not maintain effective internal control over financial reporting as of October 31, 2022, based on the criteria established in Internal Control – Integrated Framework (2013) issued by COSO. This disclosure was determined to be a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).

~~Mr.~~The ~~Andrew Birnbaum - Mr.~~Company ~~Birnbaum~~provided isGries ~~a seasoned Chief Executive Officer~~ with a ~~passion~~copy ~~for~~of ~~Operational~~this ~~Development,~~Current ~~Utilization~~Report ofon ~~Technology,~~Form ~~Blockchain~~8-K ~~and~~prior ~~streamlining processes.~~to ~~Strengths~~its infiling ~~leadership,~~with ~~organization,~~the ~~execution,~~Securities and ~~delivery.~~Exchange ~~Throughout~~Commission ~~his esteemed career he has created, built,~~ and ~~successfully~~requested ~~sold~~that ~~multiple~~Gries ~~companies.~~furnish Hea ~~has~~letter ~~been~~addressed anto ~~investor~~the Securities and ~~facilitated~~Exchange ~~investments~~Commission ~~into~~stating ~~several~~whether ~~different~~it ~~businesses~~agrees ~~(both online and physical), including being involved~~ with ~~start-ups,~~the ~~taking~~above ~~several~~statements ~~private companies public and profitably and running established businesses with~~in ~~multi-million-dollar~~Item ~~budgets~~4. ~~He has and continues to volunteer his time and experience to both business and charitable organizations~~01(a). ~~Mr.~~ ~~Birnbaum~~A ~~has~~copy ~~been~~of ~~the~~Gries’ ~~Chief Executive Officer~~letter, ~~President,~~dated ~~Treasurer,~~January ~~Secretary~~11, ~~and a Director Pedro’s List~~2024, ~~Inc.~~is ~~since~~filed ~~January 2020,~~ as ~~Chief~~Exhibit ~~Executive,~~16.1 heto ~~has~~this ~~been~~Current ~~instrumental~~Report inon ~~the~~Form ~~integration of the technology platform using blockchain technology and for rewards, wallets, compliance, in writing reviews, making referrals, and using the service~~8-K.

~~Mr.~~(b) ~~Eden~~New ~~Miller~~Independent –Registered ~~Mr. Miller~~Public ~~began~~Accounting ~~his consulting career, providing consulting services to both public and private companies for over 22 years~~Firm. Mr. Miller assisted companies in the going public process and was instrumental in helping companies raise funds. In 2014, Mr. Miller conceived of Pedro’s List, Inc. and has been involved with the Company as its founder since that time.

~~Dr.~~On ~~Abdul~~January ~~Saddiqui – Dr. Saddiqui attended undergrad Loyola University~~16, ~~Chicago~~2024, ~~Illinois,~~the ~~obtaining~~Company ~~a BS Biology in 1988. Thereafter, he received his Medical~~appointed ~~Education~~Victor ~~at Rush Medical College~~Mokuolu, ~~Chicago,~~CPA ~~Illinois,~~(“Mokuolu”) MDas ~~graduating~~the ~~Cum~~Company’s ~~Laude~~new inindependent ~~1992.~~registered ~~Upon~~public ~~completing~~accounting ~~his~~firm ~~residency~~effective atas ~~Loyola University~~of ~~specializing in General Surgery and Internal Medicine in 1997~~January16, ~~the Dr~~2024. ~~Saddiqui~~The ~~has~~board ~~obtained~~of ~~over~~directors 25of ~~years’~~the ~~experience~~Company inapproved ~~Surgical and~~the ~~Internal~~appointment ~~Medicine.~~of DrMokuolu. ~~Saddiqui is licensed in both Illinois and Nevada~~

~~Mr.~~During the ~~William~~fiscal W.year ~~Hodges~~ended ~~– Mr.~~October ~~Hodges~~31, ~~has~~1023, ~~some~~and ~~twenty-seven~~the ~~years~~period offrom ~~broad~~November ~~experience~~1, in2023, ~~information~~through ~~technology~~the ~~and~~date ~~Internet~~of ~~software~~Mokuolu’s ~~development.~~appointment, ~~Twenty years leading~~neither ~~development~~the ~~teams~~Company, tonor ~~produce~~anyone ~~robust~~acting ~~systems~~ on ~~time~~its ~~and~~behalf, onconsulted ~~budget~~with ~~and~~a ~~vast~~regarding ~~experience~~(i) inthe ~~technology~~application ~~evaluation,~~of ~~prototyping,~~accounting ~~development, and~~principles ~~deployment.~~to ~~Since~~a ~~2021~~specified transaction, ~~Mr.~~either ~~Hodges~~completed ~~has~~or ~~served~~proposed, asor the ~~Chief~~type ~~Technology~~of ~~Officer~~audit ofopinion ~~Praxus,~~that ~~which~~may ~~provides~~be anrendered AIon ~~based~~the ~~training~~Company’s ~~platform~~financial statements, ~~for~~and ~~offender~~Mokuolu ~~supervision.~~did Henot isprovide ~~responsible~~either ~~for~~a ~~product~~written ~~development~~report ~~and~~or ~~design~~oral ~~integration.~~advice ~~Prior~~ to ~~this,~~the ~~Mr.~~Company ~~Hodges~~that was ~~the~~an ~~Chief~~important ~~Technology Officer~~factor atconsidered ~~iTether~~by ~~Technologies, Inc.~~ the ~~provider~~Company in ofreaching a ~~platform~~decision ~~(web~~as ~~and~~to ~~mobile)~~the ~~for~~accounting, ~~remote~~auditing ~~patient~~or ~~treatment.~~financial ~~Mr.~~reporting ~~Hodges~~issue, ~~was~~or ~~responsible for~~(ii) ~~the~~any ~~architected~~matter ~~product~~that ~~from~~was ~~idea~~either tothe ~~implementation.~~subject Heof a ~~oversaw~~disagreement ~~development~~(as ~~teams~~defined in ~~Guadalajara,~~Item MX304(a)(1)(iv) ~~and~~of ~~India~~Regulation S-K and ~~oversaw~~ the ~~design, development,~~related ~~and~~instructions) ~~publishing~~or ofa ~~mobile~~reportable ~~apps~~event (as described in ~~the~~Item ~~Apple~~304(a)(1)(v) ~~and~~of ~~Google~~Regulation ~~store~~S-K).

~~Mr.~~Item C9.01 ~~Michael~~Financial ~~Bussey~~Statements – Since 2019, Mr. Bussey has been the Executive Pastor at WALK Church, located in Paradise, Nevada. During his tenure there he navigated the church through COVID-19, PPP Loans, reopening, etc. Developed and ~~managed annual budgets and developed staff members and lay-leaders~~Exhibits. Assisted in the purchase of land and worked with architects, engineers, and contractors to get the project approved with Clark County. He also taught systematic theology classes, managed day-to-day operations of the church, and occasional preached. Prior to his service to the church, Mr. Bussey started as a manager in real estate and private equity investments, including, identifying potential investments that met criteria for growth and ROI. During this time he successfully raised and invested more than $14M in private equity. Additionally, he managed those companies that held the investments, this management included making partner distributions, filing tax returns, and communicating with partners.

~~Item~~(d) ~~5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~Exhibits

On February 22, 2023, the Company filed a Certificate of Amendment together with Amended & Restated Articles of Incorporation (“Restated Articles”) with the Nevada Secretary of State increasing its authorized shares of common stock from Seven Hundred Fifty Million (750,000,000) to Eight Hundred Seventy-Five Million (875,000,000) shares, consisting of (a) Seven Hundred Fifty Million (750,000,000) shares of Common Stock, par value $0.00001 per share (the “Common Stock”) and (b) One Hundred Twenty-Five Million (125,000,000) shares of preferred stock, par value $0.00001 per share (the “Preferred Stock”), issuable in one or more Series. In the Restated Articles, 10,000,000 shares of our preferred stock were designated as Series A Preferred Stock (the “Series A Preferred Stock”). The Series A Preferred Stock have, among others, the following material rights, preferences, powers, privileges, restrictions, qualifications, and limitations:

Exhibit No.		Description
16.1		Letter from Gries & Associates, LLC dated January 11, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Conversion. Each One (1) share of Series A Preferred Stock is convertible into Twenty-Five (25) shares of the Company’s common stock.~~ SIGNATURES

~~Voting. The~~Pursuant ~~holders~~to ofthe ~~shares~~ requirements of ~~Series~~the ASecurities ~~Preferred~~Exchange ~~Stock~~Act ~~shall vote on an “as converted” unless and until such shares are converted into shares~~ of ~~common stock~~1934, ~~par value $.00001 per share, of~~ the ~~Company.~~registrant ~~The~~has ~~holder~~duly ofcaused ~~each~~this ~~share~~report ofto ~~Series~~be Asigned ~~Preferred~~on ~~Stock~~its ~~shall have~~behalf ~~such number of votes as is determined~~ by ~~multiplying~~ the ~~number~~undersigned ofhereunto duly ~~shares of Series A Preferred Stock held by such holder by 250~~authorized.

~~For additional~~Dated: ~~information~~January ~~pertaining to the Restated Articles~~17, ~~including the Series A Preferred Stock, please see Exhibit 3.01 filed herewith.~~ 2024

~~ITEM~~PEDRO’S 9LIST, INC.~~01.~~ ~~FINANCIAL~~By: ~~STATEMENTS~~/s/ ~~AND~~Andrew ~~EXHIBITS.~~Birnbaum Andrew Birnbaum President, CFO, CEO, Director

(d) Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.

Exhibit
Number	Description of Exhibit	Filing
3.01	Amended and Restated Articles of Incorporation	Filed herewith.

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: February 22, 2023

PEDRO’S LIST, INC. By: /s/ Andrew Birnbaum Andrew Birnbaum President, CFO, CEO, Director

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