ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On May 23, 2022, Pedro's List, Inc. (the "Company") entered into a Share Exchange Agreement (the "Agreement") with Pedro's List U.S. L.L.C. (Pedro's List LLC) and the members of Pedro's List LLC to acquire (the "Acquisition") 100% of the membership units and ownership interests of Pedro's List, LLC in exchange for 100,000,000 shares of restricted common stock of the Company.

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On May 23, 2022, the Company closed the Agreement described in Item 1.01 above. As a result of this transaction, the Company had 361,055,120 issued and outstanding shares of common stock upon the closing of the Agreement with Pedro's List, LLC

The reverse acquisition was accounted for as a recapitalization effected by a share exchange, wherein Pedro's List, LLC is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized.

Form 10 Disclosure

As disclosed elsewhere in this report, on May 23, 2022, the Company acquired Pedro's List, LLC in a reverse acquisition transaction. Item 2.01(f) of Form 8-K states that if the registrant was a shell company, as we were immediately before the reverse acquisition transaction disclosed under Item 2.01, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10.

Accordingly, we are providing below the information that would be included in a registration statement on Form 10 if we were to file a Form 10. Please note that the information provided below relates to the combined enterprises after the acquisition of Pedro's List, LLC and that information relating to periods prior to the date of the reverse acquisition only relate to Pedro's List, Inc., unless otherwise specifically indicated.

Business

Pedro's List LLC's main business operations is connecting homeowners and consumers with service professionals for home repair, maintenance and improvement projects. Pedro's List provides the technology tools and resources to allow homeowners to find local pre-screened, customer reviewed service professionals and instantly book appointments online or through the mobile application. Pedro's list also provides consumers with other home-related services resources. The concept of consumers writing reviews based on experience to assist others in the determination of their choices, is a proven business model we have implemented in the build a robust technology application to facilitate these transactions. An experienced team has been assembled to implement the plan to offer these services to consumers in a better way and significantly benefit service providers.





Corporate History

Pedro's List, LLC was founded in 2018.





Nature of Operations

Pedro's List, LLC is a technology company that helps consumers find reputable service providers for home-related services. A list of these services include over 600 different types of home-related repair services like plumbing, painting, electrical, etc. The technology that brings consumers with customer reviewed service providers and facilitates these transactions has been extensively tested for a variety of functions. One is functionality. The ability to service the consumers with a number of complex scenarios has been positively evaluated from several experienced sources. The second is security. The technology has the same high-level security protocols as many other financial services companies currently use. The third is scalability. Scalability has been repeatedly tested and third-party tested as well. We are launching in Cabo San Lucas, which has a total population of around 120,000 people. We plan to launch in a smaller market to determine any possible challenges, learn from our customers and determine the most effective processes. We then plan to launch in Mexico City. The company will have revenue from service providers, advertising and consumers. A percentage of the total cost of a job is charged for referring consumers the business to service providers. Several types of a subscription-based fee to service providers, multiple levels of advertising on the website and the app and after the initial free download of the app, different levels and options are available to consumers.

Industry Operating Environment

People worldwide use apps for more and more activities than ever before in history. Unlike the United States, the ability to search for home-related services is (almost) not available via the internet. It is our belief that many people in Mexico ask their neighbors and or friends if they "know someone" for home-related services. This has a number of significant challenges, security, accountability, recourse for ineffective service, theft, etc. Now even with Covid, there is an even greater need for responsible service providers, rated by consumers. In addition to people who own their homes, in most places in Mexico, people who rent is usually responsible (with approval from their landlords) to choose the services need, deducting needed services from their rent. This is a major consideration regarding the size of the market (especially relative to the market in the US). To promote organic growth in addition to a serious marketing campaign, Pedro's List offers a healthy rewards program for writing a review, referring an amigo and using the app. From some of the most expensive areas to the lower end of the scale, this service is greatly needed.





Development

There are a few final touches to the technology (which we own in its entirety) that we will customize for the initial market and then scale for Mexico City. As previously mentioned, we will launch the app in Cabo San Lucas. We will then continue the ongoing development in Mexico City. After extensive research based on several criteria, safety/security, population, technology, etc., we have plans to offer the app in other cities.









Competition

To our knowledge, although Craigslist is available for some types and similar services, there is no rating of the providers or accountability for their use currently in these areas.





Marketing and Customers

A traditional advertising (Television, Radio and Print) plan for Mexico City has been thoughtfully prepared by the top three advertising agencies. A significant Social Media campaign (including Facebook groups, blogs, bulletin boards, etc.) will also assist in the awareness and use of the service. Additionally, "Street Teams" will target places (like Home Depot) for in-person solicitation along with food giveaway and other promotional activities are planned.

Principal Agreements Affecting Ordinary Business

In preparation for the launch of the offering of the service, we have had a considerable number of conversations, emails, phone calls and in-person meetings with a wide variety of companies which we finalize soon. Some of these multiple meeting/discussions, pricing, etc. types of companies include Legal (one of the top legal groups in all of Mexico), the top three Advertising agencies, Insurance companies, Payroll, Staffing and Human Resource services, Accounting and Financial Services, Credit Card Processing and several other important relationships.





Sales and Marketing

The ability to attract and secure users is accomplished by three primary means. One is traditional marketing. We have the ability to work with 3 of the top ad agencies in Mexico to solicit digital, print, radio and television. Secondly, our social media team works with Facebook, Twitter, Instagram, YouTube, Discord, Reddit and other groups for on-line awareness and conversion of new customers. Thirdly, we have "street teams" who will solicit potential service providers and customers at places like Home Depot and other work locations, as well as consumer awareness parties, giving away free food and prizes.





Consumer Transactions

This is our largest percentage of revenue. Each time a consumer hires a customer reviewed service provider, we make a percentage of that cost of the transaction. There is no charge to the consumer, service providers basically pay us a referral fee.





Consumer Subscription Fees

Consumers who use the app to hire service providers more than once or multiple services (having their house painted and floors redone for example) have the opportunity to become "members" at different levels and at different fees. A number of discounts, automatic entry into contests, rewards programs and other benefits come with this monthly service fee.





Service Provider Fees

As mentioned before, the service providers agree to a fee (a percentage of the work) for being vetted and listed on our platform if they are chosen, the fee is charged, so there is no initial fee for them to be listed. This allows for them to not incur any upfront fees to be listed. However, if they want to pay a lower fee, they can pay three different levels of monthly fees and the percentage we charge them is lower.





Online Advertising Revenue

The ability for a wide variety of equipment providers to the service industry as well as insurance, security systems, real estate and many others, have the opportunity to aggressively market to company's who provide these services through local and or eventual regional ads on our site and the app.

Other motivations to use the app:

1) The two primary reasons for the app are service provider accountability and

safety.

2) Pedro's List is a tech company with a heart. We plan toa donate a percentage

of the profit to a local charity, the charity the community chooses, instead

of the one we want. This drives community support and precludes any political

or religious influences and allows the people of that community to vote for


    the most deserving philanthropic cause.
. . .

ITEM 5.06. CHANGE IN SHELL COMPANY STATUS.

As a result of the consummation of the Acquisition described in Item 2.01 of this Current Report on Form 8-K, we are no longer a "shell company", as that term is defined in Rule 405 under the Securities Act and Rule 12b-2 under the Exchange Act.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Business Acquired

Filed herewith as Exhibit 99.1 are:



   º Audited financial statements of Pedro's List, LLC for the years ended
     October 31, 2021 and 2020; and
   º Pro-forma financial statements for Pedro's List, LLC and Pedro's List, Inc.
     as of January 31, 2022
(d) Exhibits



Exhibit No. Description

  2.1         Share Exchange Agreement with Pedro's List, LLC and the members of
            Pedro's List, LLC dated May 23, 2022
  3.1         Articles of Incorporation (incorporated by reference to our Registration
            Statement on Form S-1 filed on December 23, 2014
  3.2         Bylaws (incorporated by reference to our Registration Statement on Form
            S-1 filed on December 23, 2014
  3.3         Articles of Merger filed with the Nevada Secretary of State on October
            13, 2020 (incorporated by reference to our Current Report on Form 8-K
            filed on October 15, 2021)
  99.1        Audited financial statements of Pedro's List, LLC for the years ended
            October 31, 2020 and 2021, and Pro-forma financial statements for Pedro's
            List, LLC and Pedro's List, Inc. as of January 31, 2022

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