Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 22, 2023, the Board of Directors (the "Board") of Pedro's List, Inc.
(the "Company") elected Mr. William W Hodges and Mr. C. Michael Bussey as
independent members of the Company's Board of Directors. 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.
As of the date of this Report, and taking into account the of the appointments
of both Mr. Hodges and Mr. Bussey, the Company's Board of Directors and
Executive Officers consist of the following persons:
NAME POSITION(S) TO WHICH APPOINTED
Andrew Birnbaum Chief Executive Officer, Chief Financial Officer,
President, Treasurer, Secretary & Director
Eden Miller Director
Dr. Abdul Saddiqui Director
William W Hodges Independent Director
C. Michael Bussey Independent Director
The Biographies for the members of the Company's Board of Directors and its
Executive Officers follow:
Mr. Andrew Birnbaum - Mr. Birnbaum is a seasoned Chief Executive Officer with a
passion for Operational Development, Utilization of Technology, Blockchain and
streamlining processes. Strengths in leadership, organization, execution, and
delivery. Throughout his esteemed career he has created, built, and successfully
sold multiple companies. He has been an investor and facilitated investments
into several different businesses (both online and physical), including being
involved with start-ups, taking several private companies public and profitably
and running established businesses with multi-million-dollar budgets. He has and
continues to volunteer his time and experience to both business and charitable
organizations. Mr. Birnbaum has been the Chief Executive Officer, President,
Treasurer, Secretary, and a Director Pedro's List, Inc. since January 2020, as
Chief Executive, he has been instrumental in the integration of the technology
platform using blockchain technology and for rewards, wallets, compliance, in
writing reviews, making referrals, and using the service.
Mr. Eden Miller - Mr. Miller began his consulting career, providing consulting
services to both public and private companies for over 22 years. 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. Abdul Saddiqui - Dr. Saddiqui attended undergrad Loyola University, Chicago,
Illinois, obtaining a BS Biology in 1988. Thereafter, he received his Medical
Education at Rush Medical College, Chicago, Illinois, MD graduating Cum Laude in
1992. Upon completing his residency at Loyola University specializing in General
Surgery and Internal Medicine in 1997, the Dr. Saddiqui has obtained over 25
years' experience in Surgical and Internal Medicine. Dr. Saddiqui is licensed in
both Illinois and Nevada
Mr. William W. Hodges - Mr. Hodges has some twenty-seven years of broad
experience in information technology and Internet software development. Twenty
years leading development teams to produce robust systems on time and on budget
and vast experience in technology evaluation, prototyping, development, and
deployment. Since 2021 Mr. Hodges has served as the Chief Technology Officer of
Praxus, which provides an AI based training platform for offender supervision.
He is responsible for product development and design integration. Prior to this,
Mr. Hodges was the Chief Technology Officer at iTether Technologies, Inc. the
provider of a platform (web and mobile) for remote patient treatment. Mr. Hodges
was responsible for the architected product from idea to implementation. He
oversaw development teams in Guadalajara, MX and India and oversaw the design,
development, and publishing of mobile apps in the Apple and Google store.
Mr. C. Michael Bussey - 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. 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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:
Conversion. Each One (1) share of Series A Preferred Stock is convertible into
Twenty-Five (25) shares of the Company's common stock.
Voting. The holders of shares of Series A Preferred Stock shall vote on an "as
converted" unless and until such shares are converted into shares of common
stock, par value $.00001 per share, of the Company. The holder of each share of
Series A Preferred Stock shall have such number of votes as is determined by
multiplying the number of shares of Series A Preferred Stock held by such holder
by 250.
For additional information pertaining to the Restated Articles, including the
Series A Preferred Stock, please see Exhibit 3.01 filed herewith.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(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.
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